As filed with the Securities and Exchange Commission on March 25, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL ELECTRIC COMPANY
(Exact name of Registrant as specified in its charter)
NEW YORK 3724 14-0689340
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Code Number) Number)
organization)
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(203) 373-2211
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Robert E. Healing, Esq.
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
(203) 373-2243
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES
TO THE PUBLIC: As soon as possible after this Registration Statement
becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Offering Price
Per Unit
Guarantees of the 10- $60,000,000 (1) (1) $20,690(2)
7/8% Senior Notes due
2003, as amended, of
Outlet Broadcasting,
Inc.
(1) No payment will be received by General Electric Company for the
Guarantees.
(2) The registration fee has been calculated pursuant to Rule 457 under the
Securities Act of 1933, as amended.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING THE LOCATION IN THE JOINT PROXY STATEMENT/PROSPECTUS
OF THE INFORMATION REQUIRED BY PART 1 OF FORM S-4
FORM S-4 ITEM LOCATION IN JOINT PROXY
STATEMENT/PROSPECTUS
A. INFORMATION ABOUT THE TRANSACTION
1.Forepart of Registration Forepart of Registration Statement;
Statement and Outside Front Outside Front Cover Page
Cover Page of Prospectus
2.Inside Front and Outside Inside Front Cover Page; Available
Back Cover Pages of Prospectus Information; Incorporation of
Certain Documents by Reference
3.Risk Factors, Ratio of Summary; Selected Consolidated
Earnings to Fixed Charges, and Financial Information; Ratio of
Other Information Earnings to Fixed Charges
4.Terms of the Transaction Summary; The Proposed Amendment;
Description of the Guarantee; The
Solicitation; Federal Income Tax
Consequences
5.Pro Forma Financial Not Applicable
Information
6.Material Contacts with the Not Applicable
Company Being Acquired
7.Additional Information Not Applicable
Required for Reoffering by
Persons and Parties Deemed to
be Underwriters
8.Interests of Named Experts Not Applicable
and Counsel
9.Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
B. INFORMATION ABOUT THE REGISTRANT
10.Information with Respect to Available Information; Incorporation
S-3 Registrants of Certain Documents by Reference;
Summary; The Companies
11.Incorporation of Certain
Information by Reference Available Information; Incorporation
of Certain Documents by Reference
12.Information with Respect to Not Applicable
S-2 or S-3 Registrants
13.Incorporation of Certain Not Applicable
Information by Reference
14.Information with Respect to Not Applicable
Registrants Other Than
S-2 or S-3 Registrants
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15.Information with Respect to Not Applicable
S-3 Companies
16.Information with Respect to Available Information; Incorporation
S-2 or S-3 Companies of Certain Documents by Reference;
Summary; The Companies
17.Information with Respect to Not Applicable
Companies Other than S-2 or
S-3 Companies
D. VOTING AND MANAGEMENT INFORMATION
18.Information if Proxies,
Consents or Authorizations are Summary; Incorporation of Certain
to be Solicited Documents by Reference; The
Solicitation
19.Information if Proxies, Not Applicable
Consents or Authorizations are
not to be Solicited, or in an
Exchange Offer
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 25, 1996
CONSENT SOLICITATION STATEMENT/PROSPECTUS
OUTLET BROADCASTING, INC.
SOLICITATION OF CONSENTS TO AMENDMENT OF THE INDENTURE
GOVERNING ITS 10-7/8% SENIOR SUBORDINATED NOTES DUE 2003
(CUSIP NO. 690090)
GENERAL ELECTRIC COMPANY
PROSPECTUS
Outlet Broadcasting, Inc. ("Outlet") hereby solicits (the
"Solicitation") the consent ("Consent") of registered holders of its 10-
7/8% Senior Subordinated Notes due 2003 (the "Notes") as of ____________,
1996 (the "Record Date") to an amendment (the "Proposed Amendment") to the
indenture dated as of July 8, 1993, (as amended or supplemented from time
to time, the "Indenture"), between Outlet and Bankers Trust Company, as
trustee under the Indenture (the "Trustee"), pursuant to which the Notes
were issued. The purpose of the Solicitation and the Proposed Amendment is
to amend or eliminate substantially all the principal restrictive covenants
and certain events of default contained in the Indenture to enable Outlet
to be operated without the restrictions of such covenants as a wholly owned
indirect subsidiary of the General Electric Company, a New York corporation
("GE"), and to make the obligations of Outlet and GE under the Indenture
more consistent with the terms of other indebtedness issued or guaranteed
by GE.
On February 2, 1996 (the "Merger Effective Date"), CO
Acquisition Corporation, a wholly owned subsidiary of National Broadcasting
Company, Inc. ("NBC"), which is in turn an indirect wholly owned subsidiary
of GE, was merged (the "Merger") with and into Outlet Communications, Inc.,
a Delaware corporation and the owner of all the outstanding capital stock
of Outlet ("OCI"). As a result of the Merger, OCI became a wholly owned
subsidiary of NBC ("OCI").
On March 2, 1996, pursuant to a Notice of Amended Change of
Control and Change of Control Offer and in accordance with the Indenture,
Outlet commenced an offer to repurchase each registered holder's Notes in
whole, or in part in integral multiples of $1,000, in cash in an amount
equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon, if any, to the Change of Control Payment Date
specified in such offer (the "Change of Control Offer"). The expiration
date of the Change of Control Offer (the "Change of Control Expiry Date")
is 5:00 P.M., New York time, on April 1, 1996, unless the Change of Control
Offer is extended in accordance with its terms.
IN THE EVENT THE PROPOSED AMENDMENT IS ADOPTED, (I) GE WILL
FULLY AND UNCONDITIONALLY GUARANTEE (THE "GUARANTEE") THE DUE AND PUNCTUAL
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTES AS AMENDED BY THE
PROPOSED AMENDMENT (THE "AMENDED NOTES") AND (II) OUTLET WILL PAY A CONSENT
FEE TO EACH REGISTERED HOLDER OF NOTES, AS OF THE RECORD DATE, WHO DELIVERS
A VALID CONSENT IN FAVOR OF THE PROPOSED AMENDMENT PRIOR TO THE EXPIRATION
DATE (AS DEFINED BELOW) AND DOES NOT REVOKE SUCH CONSENT PRIOR TO THE
EFFECTIVE TIME (AS DEFINED BELOW) IN AN AMOUNT IN CASH EQUAL TO $1.00 FOR
EACH $1,000 PRINCIPAL AMOUNT OF NOTES (THE "CONSENT FEE"). SEE "THE
SOLICITATION -- CONSENT FEE."
As of December 31, 1995, GE had outstanding approximately $260
million of secured indebtedness consisting of industrial
development/pollution control bonds. All other outstanding indebtedness of
GE, constituting approximately $115 billion as of December 31, 1995, is
unsecured and, therefore, has equal ranking to the Guarantee. Neither the
Guarantee nor the Indenture will restrict GE's ability to create
indebtedness ranking senior to the Guarantee.
This Consent Solicitation Statement/Prospectus is being
furnished to registered holders of Notes as of the Record Date in
connection with the Solicitation. This Consent Solicitation
Statement/Prospectus constitutes (i) a Prospectus of GE with respect to the
Guarantee to be issued in the event the Proposed Amendment is effected and
(ii) the Solicitation Statement of Outlet with respect to the Solicitation.
THE SECURITIES OFFERED PURSUANT TO THIS CONSENT SOLICITATION
STATEMENT/PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CONSENT
SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Consent Solicitation Statement/Prospectus is ,
1996.
________________
<PAGE>
5
The Solicitation is being made upon the terms and is subject to
the conditions in this Consent Solicitation Statement/Prospectus and the
accompanying form of Consent. See "The Solicitation." Adoption of the
Proposed Amendment requires the Consents of the registered holders as of
the Record Date of at least a majority (the "Requisite Consents") in
aggregate outstanding principal amount of Notes. Pursuant to the terms of
the Indenture, Notes owned by Outlet or any "Affiliate" (as defined in the
Indenture) of Outlet are deemed not to be outstanding for purposes of
determining whether the Requisite Consents have been obtained. Only the
persons in whose names the Notes are registered as of the Record Date in
the registry maintained by the Trustee under the Indenture, or persons who
hold valid proxies from such registered holders, will be eligible to
consent to the Proposed Amendment. FOR PURPOSES OF THIS CONSENT
SOLICITATION STATEMENT/PROSPECTUS, THE TERM "RECORD HOLDER" OR "REGISTERED
HOLDER" SHALL BE DEEMED TO INCLUDE THE PARTICIPANTS (THE "DTC
PARTICIPANTS") THROUGH WHICH A BENEFICIAL OWNER'S NOTES ARE HELD IN THE
DEPOSITORY TRUST COMPANY ("DTC"). SEE "THE SOLICITATION -- CONSENT
PROCEDURES."
If Outlet delivers the Requisite Consents to the Trustee and
the Proposed Amendment is to be effected, GE, Outlet and the Trustee will
execute a supplemental indenture (the "Supplemental Indenture") effecting
the Proposed Amendment and the Guarantee, whereupon the Proposed Amendment
will be binding upon and the Guarantee will inure to the benefit of each
holder of the Notes, whether or not such holder delivered a Consent. See
"The Proposed Amendment" and "Description of the Guarantee."
THE SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON
__________, 1996, UNLESS EXTENDED FOR A SPECIFIED PERIOD OR ON A DAILY
BASIS UNTIL THE REQUISITE CONSENTS HAVE BEEN RECEIVED (THE "EXPIRATION
DATE"). SEE "THE SOLICITATION -- EXPIRATION DATE; EXTENSIONS; AMENDMENT."
HOLDERS AS OF THE RECORD DATE MAY REVOKE THEIR CONSENTS AT ANY TIME UP TO
THE EXPIRATION DATE, BUT SUCH CONSENTS WILL BECOME IRREVOCABLE UPON THE
EXECUTION OF THE SUPPLEMENTAL INDENTURE BY OUTLET, GE AND THE TRUSTEE (THE
"EFFECTIVE TIME"), WHICH WILL NOT BE PRIOR TO THE EXPIRATION DATE. SEE
"THE SOLICITATION -- REVOCATION OF CONSENTS."
Holders who consent to the Proposed Amendment will be deemed to
have waived any defaults and their consequences under the Indenture or the
Notes. As of the date of this Consent Solicitation Statement/Prospectus,
there were no uncured defaults under the Indenture.
THE OFFER OF SECURITIES HEREUNDER IS NOT BEING MADE TO, AND
OUTLET WILL NOT SOLICIT CONSENTS FROM, HOLDERS OF NOTES IN ANY JURISDICTION
IN WHICH THE OFFER OF THE SECURITIES OR THE SOLICITATION OR THE ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH APPLICABLE SECURITIES OR BLUE SKY
LAWS.
Questions and requests for assistance may be directed to the
Company, at its address and telephone number set forth on the last page of
this Consent Solicitation Statement/Prospectus. Additional copies of this
Consent Solicitation Statement/Prospectus and the Consent may be obtained
from the Company.
<PAGE>
i
AVAILABLE INFORMATION
GE and Outlet are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, file reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied or obtained
by mail upon the payment of the Commission's prescribed rates at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade
Center, New York, New York 10048. Copies of such material can also be
obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. In addition, reports, proxy statements and other information filed
by GE can be inspected at the offices of the New York Stock Exchange, Inc.
(the "NYSE"), 20 Broad Street, New York, New York 10005, on which exchange
GE's common stock is listed.
Upon consummation of the Solicitation and the execution of the
Supplemental Indenture, Outlet will cease to be subject to the information
and the reporting requirements of the Exchange Act. GE expects to continue
to make its Exchange Act periodic report filings. Any financial statements
provided in such filings made by GE will include financial information of
Outlet, presented on a consolidated basis.
GE has filed with the Commission a Registration Statement on
Form S-4 (together with all amendments, supplements and exhibits thereto,
referred to herein as the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the
Guarantee offered hereby. This Consent Solicitation Statement/Prospectus,
which forms a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the exhibits
thereto, certain parts of which are omitted in accordance with the rules
and regulations of the Commission. The Registration Statement and any
amendments hereto, including exhibits filed as a part thereof are available
for inspection and copying as set forth above. Statements contained in
this Consent Solicitation Statement/Prospectus or in any document
incorporated in this Consent Solicitation Statement/Prospectus by reference
as to the contents of any contract, agreement or other document referred to
herein are not necessarily complete and in each instance reference is made
to the copy of such contract agreement or other document filed as an
exhibit to the Registration Statement or such document, each such statement
being qualified in all respects by such reference.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS IN CONNECTION
WITH THE OFFERING OF SECURITIES DESCRIBED HEREIN AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY GE OR OUTLET OR ANY OTHER PERSON. THIS CONSENT SOLICITATION
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN ANY JURISDICTION IN
WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS CONSENT SOLICITATION
STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES DESCRIBED
HEREIN SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF GE AND OUTLET SINCE THE DATE HEREOF OR
THAT THE INFORMATION SET FORTH OR INCORPORATED BY REFERENCE HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS INCORPORATES
CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO
ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, UPON REQUEST FROM, PHILIP D.
AMEEN, VICE PRESIDENT, COMPTROLLER AND PRINCIPAL ACCOUNTING OFFICER,
GENERAL ELECTRIC COMPANY, 3135 EASTON TURNPIKE, FAIRFIELD, CT 06431-0001,
TELEPHONE NUMBER (203) 373-2211. IN ORDER TO ENSURE TIMELY DELIVERY OF
THESE DOCUMENTS, ANY REQUEST SHOULD BE RECEIVED BY ______________, 1996.
The following documents, which have been filed with the
Commission are hereby incorporated herein by reference:
GE's Annual Report on Form 10-K for the fiscal year ended December 31, 1995
(Commission File No.1-35).
<PAGE>
ii
Outlet's Annual Report on Form 10-K for its fiscal year ended
December 31, 1995 (Commission File No. ____)
All documents and reports filed by GE and Outlet pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the termination of the Solicitation shall be deemed to be
incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents or reports. All information
appearing in this Consent Solicitation Statement/Prospectus or in any
document incorporated herein by reference is not necessarily complete and
is qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference and should be read together with such information and documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Consent Solicitation Statement/Prospectus
to the extent that a statement contained herein (or in any subsequently
filed document which also is or is deemed to be incorporated by reference
herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part hereof,
except as so modified or superseded.
<PAGE>
1
SUMMARY
The following summary is qualified in its entirety by the
detailed information and financial statements and notes thereto contained
elsewhere or incorporated by reference in this Consent Solicitation
Statement/Prospectus. See "Incorporation of Certain Documents by
Reference."
THE COMPANIES
GE (General Electric Company and consolidated affiliates) is
one of the largest and most diversified industrial corporations in the
world. From the time of GE's incorporation in 1892, GE has engaged in
developing, manufacturing and marketing a wide variety of products for the
generation, transmission, distribution, control and utilization of
electricity. Through its wholly owned subsidiaries, GE engages in
financial services, multiple line property and casualty reinsurance and
furnishing network television services. Outlet is a wholly owned
subsidiary of NBC, which in turn is an indirect wholly owned subsidiary of
GE. NBC's principal businesses are the furnishing within the United States
of network television services to affiliated television stations, the
production of live and recorded television programs, the operation, under
licenses from the Federal Communications Commission (FCC), of television
broadcasting stations, the operation of five cable/satellite networks
around the world, and invesment and programming activities in multimedia
and cable television.
On February 2, 1996, Outlet was acquired by NBC pursuant to a
Merger Agreement dated as of August 2, 1995 (the "Merger Agreement") among
OCI, NBC and CO Acquisition Corp., a wholly owned subsidiary of NBC
("Merger Sub"). Pursuant to the Merger Agreement, Outlet, a wholly owned
subsidiary of OCI, became a wholly owned subsidiary of NBC, which is a
wholly owned subsidiary of GE.
GE's principal executive offices are located at 3135 Easton
Turnpike, Fairfield, CT 06431-0001 and its telephone number is (203) 373-
2211.
Outlet's principal executive offices are located at 23 Kenney
Drive, Cranston, RI 02920 and its telephone number is (401) 455-9200.
THE SOLICITATION
Outlet is soliciting the Consents of registered holders of the
Notes as of the Record Date to the Proposed Amendment. The purpose of the
Solicitation and the Proposed Amendment is to eliminate or amend certain
restrictive covenants and events of default contained in the Indenture to
enable NBC to operate Outlet as a wholly owned subsidiary without the
restrictions and limitations contained in such covenants and to make the
obligations of Outlet and GE under the Indenture more consistent with the
terms of other indebtedness issued or guaranteed by GE.
In the event the Proposed Amendment is effected, (i) GE will
fully and unconditionally guarantee the due and punctual payment of the
principal of and interest on the Amended Notes and (ii) Outlet will pay a
Consent Fee to each registered holder of Notes, as of the Record Date, who
delivers a valid Consent in favor of the Proposed Amendment prior to the
Expiration Date and does not revoke such Consent prior to the Effective
Time in an amount in cash equal to $1.00 for each $1,000 principal amount
of Notes.
Holders as of the Record Date who fail to deliver valid
Consents or who revoke their Consent prior to the Effective Time will not
receive a Consent Fee. See "The Solicitation -- Consent Fee."
<PAGE>
2
PURPOSES AND EFFECTS OF THE SOLICITATION AND GUARANTEE OFFER
The Solicitation is intended to increase NBC's flexibility to
operate Outlet as a wholly owned subsidiary and to make the obligations of
Outlet and GE under the Indenture more consistent with the terms of other
indebtedness issued or guaranteed by GE. The Proposed Amendment would (1)
eliminate the Maintenance of Property obligations in Section 1005 of the
Indenture, the Payment of Taxes and Other Claims obligations in Section
1006 of the Indenture, the Limitation on Transactions with Affiliates in
Section 1007 of the Indenture, the Limitation on Restricted Payments in
Section 1008 of the Indenture, the Limitation on Indebtedness in Section
1009 of the Indenture, the Limitation Concerning Distributions or Transfers
by Subsidiaries in Section 1011 of the Indenture, the Limitation on Asset
Sales in Section 1012 of the Indenture, the Limitations on Issuance and
Sale of Capital Stock of Subsidiaries in Section 1013 of the Indenture and
the Restriction on Incurrence of Senior Subordinated Indebtedness in
Section 1014 of the Indenture; (2) amend the reporting requirements in
Section 704 of the Indenture to require that only the reports and other
information required to be filed with the Commission under the Exchange Act
by Outlet and GE be made available to holders of the Notes; (3) amend the
definition of "Events of Default" contained in Section 501 of the Indenture
to (i) extend the cure period for defaults under the Indenture (other than
payment defaults) from 30 days to 60 days, (ii) eliminate the "cross
default" Event of Default, (iii) eliminate the Event of Default relating to
the entry against Outlet of a judgment in excess of $1 million or any
material nonmonetary judgments which, in any such case, remains unsatisfied
or unstayed for a period of 60 days, and (iv) amend the bankruptcy default
to eliminate the bankruptcy of Outlet's subsidiaries as an Event of Default
and to add the bankruptcy of GE an an Event of Default; and (4) amend the
Corporate Existence obligations under Section 1004 of the Indenture to
eliminate any obligation to preserve the corporate, partnership or other
existence of Outlet's subsidiaries. If the Solicitation is effective, the
Proposed Amendment will also add the Guarantee to the Indenture (see
"Description of the Guarantee") and make certain other technical or
conforming changes to the Indenture that result from the Proposed Amendment
and the addition of the Guarantee. TO ENCOURAGE HOLDERS OF NOTES TO
PARTICIPATE IN THE SOLICITATION, GE WILL FULLY AND UNCONDITIONALLY
GUARANTEE THE AMENDED NOTES PURSUANT TO THE GUARANTEE AND OUTLET WILL PAY
THE CONSENT FEE AS DISCUSSED ABOVE. See "The Proposed Amendment."
The Notes were issued on July 8, 1993. At that time, the Notes
were rated CCC- and B3 by Standard and Poor's Corporation ("S&P") and
Moody's Investors Service, Inc. ("Moody's"), respectively. After Outlet was
acquired by NBC on February 2, 1996, (i) S&P raised its rating on the Notes
from B- to AAA. THE NOTES ARE NOT CURRENTLY GUARANTEED BY GE.
Upon receipt of the Requisite Consents and execution and
delivery of the Supplemental Indenture, the Proposed Amendment will become
effective, and each Note will be deemed amended thereby and will be
governed by the Indenture as amended by the Supplemental Indenture.
Thereafter, all current holders of the Notes, including non-consenting
holders, and all subsequent holders of Notes will be bound by the Proposed
Amendment and will have the benefit of the Guarantee.
CERTAIN CONSIDERATIONS RELATING TO THE PROPOSED AMENDMENT
Set forth below are certain considerations in voting for or
against the Proposed Amendment. The list is not all inclusive and there
may be additional advantages or disadvantages in voting for the Proposed
Amendment not set forth below.
Certain advantages in voting for the Proposed Amendment:
<PAGE>
3
* If the Proposed Amendment is adopted, GE will fully and
unconditionally guarantee the Notes as amended.
* If the Proposed Amendment is adopted, consenting
Noteholders will receive a Consent Fee. Noteholders voting against the
Proposed Amendment or not voting at all will not receive the Consent Fee.
A Consideration for voting against the Proposed Amendment:
* If the Proposed Amendment is not approved, the existing
covenants and defaults will remain in effect and the Notes will be subject
to the existing restrictive covenants and defaults.
REQUISITE CONSENTS
Adoption of the Proposed Amendment requires the receipt of the
Requisite Consents, consisting of the Consent of the registered holders of
Notes, as of the Record Date, of a majority in aggregate principal amount
of the Notes outstanding and not owned by Outlet or any of its Affiliates.
As of the date of this Consent Solicitation Statement/Prospectus,
$60,000,000 of Notes were outstanding and none was held by Outlet or its
Affiliates.
The failure of a holder of Notes to deliver a Consent
(including any failures resulting from broker non-votes) will have the same
effect as if such holder had voted "Against" the Proposed Amendment. See
"The Solicitation --Requisite Consents."
EXPIRATION DATE AND EFFECTIVE TIME; EXTENSIONS
The term "Expiration Date" means 5:00 p.m., New York time, on
________, 1996, unless Outlet, in its sole discretion, extends the period
during which the Solicitation is open, in which event the term "Expiration
Date" means the latest time and date to which the Solicitation is so
extended. Outlet reserves the right to extend the Solicitation at any
time, whether or not the Requisite Consents have been received, by giving
oral or written notice to the Trustee no later than 9:00 a.m., New York
time, on the next business day after the previously announced Expiration
Date. Any such extension will be followed as promptly as practicable by
notice thereof by press release or other public announcement (or by written
notice to the registered holders of the Notes as of the Record Date). Such
announcement or notice may state that Outlet is extending the Solicitation
for a specified period of time or on a daily basis until 5:00 p.m., New
York time, on the date on which the Requisite Consents have been received.
Consents will be irrevocable at the Effective Time (the time
that GE, Outlet and the Trustee execute the Supplemental Indenture, which
will not be prior to the Expiration Date). See "The Solicitation --
Revocation of Consents." Subject to the satisfaction of certain conditions
(see "The Solicitation -- Conditions of the Solicitation"), promptly after
the Expiration Date, GE, Outlet and the Trustee will execute the
Supplemental Indenture, which will be effective upon its execution.
Thereafter, all current holders of the Notes, including non-consenting
holders, and all subsequent holders of the Notes will be bound by the
Proposed Amendment and will have the benefit of the Guarantee. See "The
Proposed Amendment" and "Description of the Guarantee."
CONSENT FEE
Registered holders of Notes as of the Record Date whose
properly executed Consents are received prior to the Expiration Date and
not revoked prior to the Effective Time will be eligible to receive the
Consent Fee. The Consent Fee will be $1.00 in cash for each $1,000 in
principal amount of Notes with respect to which a Consent is received and
not revoked prior to the Effective Time. ONLY HOLDERS OF NOTES AS OF THE
RECORD DATE WHO TIMELY CONSENT WITHOUT REVOCATION TO THE PROPOSED AMENDMENT
WILL BE ELIGIBLE TO RECEIVE THE CONSENT FEE. ANY SUBSEQUENT TRANSFEREES OF
SUCH HOLDERS AND ANY HOLDERS OF NOTES AS OF THE RECORD DATE WHO DO NOT
TIMELY CONSENT TO THE PROPOSED AMENDMENT (AND THEIR TRANSFEREES) WILL NOT
BE ELIGIBLE TO RECEIVE THE CONSENT FEE EVEN THOUGH THE PROPOSED AMENDMENT,
IF APPROVED THROUGH THE RECEIPT OF THE REQUISITE CONSENTS, WILL BE BINDING
ON THEM. In the event the Requisite Consents are obtained and the Proposed
Amendment is effected, all holders of Notes, whether or not they delivered
Consents, will receive the benefit of the Guarantee.
Outlet's obligation to pay the Consent Fee is contingent upon
receipt of the Requisite Consents, the execution of the Supplemental
Indenture and effectiveness of the Proposed Amendment.
<PAGE>
4
CONSENT PROCEDURES
Only those persons who are registered holders of the Notes as
of the Record Date may execute and deliver a Consent. A beneficial owner
of Notes who is not the registered holder of such Notes (e.g., a beneficial
holder whose Notes are registered in the name of a nominee such as a bank
or a brokerage firm) must arrange for the registered holder either (i) to
execute a Consent and deliver it to Outlet on such beneficial owner's
behalf or to such beneficial owner for forwarding to Outlet by such
beneficial owner or (ii) to forward a duly executed proxy from the
registered holder authorizing the beneficial holder to execute and deliver
a Consent with respect to the Notes on behalf of such registered holder. A
form of proxy that may be used for such purpose is included in the Consent.
For purposes of this Consent Solicitation Statement/Prospectus, (i) the
term "record holder" or "registered holder" shall be deemed to include DTC
Participants and (ii) DTC has authorized DTC Participants to execute
Consents as if they were registered holders.
Giving a Consent will not affect a registered holder's right to
sell or transfer the Notes. All Consents received and not revoked prior to
the Effective Time will be effective notwithstanding a record transfer of
such Notes subsequent to the Record Date, unless the registered holder of
such Notes as of the Record Date revokes such Consent prior to the
Effective Time by following the procedures set forth under "Revocation of
Consents" below.
HOLDERS OF NOTES AS OF THE RECORD DATE WHO WISH TO CONSENT
SHOULD MAIL, HAND DELIVER, SEND BY OVERNIGHT COURIER OR FACSIMILE
(CONFIRMED BY THE EFFECTIVE TIME BY PHYSICAL DELIVERY) THEIR PROPERLY
COMPLETED AND EXECUTED CONSENTS TO OUTLET AT THE ADDRESS SET FORTH ON THE
BACK COVER PAGE HEREOF AND ON THE CONSENT IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH HEREIN AND THEREIN. CONSENTS SHOULD BE DELIVERED TO
OUTLET, NOT TO GE OR THE TRUSTEE. HOWEVER, OUTLET RESERVES THE RIGHT TO
ACCEPT ANY CONSENT RECEIVED BY GE OR THE TRUSTEE.
UPON EXECUTION OF THE SUPPLEMENTAL INDENTURE, OUTLET WILL
PROVIDE FOR THE EXCHANGE OF NOTES FOR AMENDED NOTES ENDORSED WITH THE
GUARANTEE.
REGISTERED HOLDERS SHOULD NOT TENDER OR DELIVER NOTES AT THIS
TIME.
The registered ownership of Notes as of the Record Date shall
be proved by the Trustee, as registrar of the Notes. All questions as to
the validity, form and eligibility (including time of receipt) regarding
the Consent procedures will be determined by Outlet in its sole discretion,
which determination will be conclusive and binding subject only to such
final review as may be prescribed by the Trustee concerning proof of
execution and of ownership. Outlet reserves the right to reject any or all
Consents that are not in proper form or the acceptance of which could, in
the opinion of Outlet or its counsel, be unlawful. None of GE or Outlet or
any of their affiliates, the Trustee or any other person shall be under any
duty to give any notification of any defects or irregularities in
connection with deliveries of particular Consents, nor shall any of them
incur any liability for failure to give such notification.
REVOCATION OF CONSENTS
Prior to the Effective Time and notwithstanding any transfer of
the Notes to which such Consent relates, any registered holder of Notes as
of the Record Date may revoke any Consent given as to its Notes or any
portion of such Notes (in integral multiples of $1,000). A registered
holder of Notes as of the Record Date desiring to revoke a Consent must,
prior to the Effective Time, deliver to Outlet at the address set forth on
the back cover page of this Consent Solicitation Statement/Prospectus and
on the Consent a written revocation of such Consent (which may be in the
form of a subsequent Consent marked with a specification, i.e., "For" or
"Against," different from that set forth on the Consent as to which the
revocation is being given) containing the name of such registered holder,
the serial numbers of the Notes to which such revocation relates, the
principal amount of Notes to which such revocation relates and the
signature of such registered holder. See "The Solicitation -- Revocation
of Consents."
<PAGE>
5
CONDITIONS OF THE SOLICITATION
Consents will be irrevocable at the Effective Time, which will
not be prior to the Expiration Date. Subject to the satisfaction of
certain conditions described below, promptly after the Expiration Date, the
Trustee, Outlet and GE will execute the Supplemental Indenture, which will
be effective upon its execution. Execution of the Supplemental Indenture
is conditioned upon (i) the receipt of the Requisite Consents and (ii) at
the election of Outlet, the absence of any law or regulation which would,
and the absence of any injunction or action or other proceeding (pending or
threatened) which (in the case of any action or proceeding, if adversely
determined) would, make unlawful or invalid or enjoin the implementation of
the Proposed Amendment, the entering into of the Supplemental Indenture or
the payment of the Consent Fees or question the legality or validity
thereof. The Solicitation may be abandoned by Outlet at any time prior to
the execution of the Supplemental Indenture, for any reason, in which case
all Consents will be voided and the Guarantee will not be issued and the
Consent Fee will not be paid.
FEDERAL INCOME TAX CONSEQUENCES
GE and Outlet intend to take the position that the adoption of
the Proposed Amendment and the Guarantee and the payment of the Consent Fee
will not result in a deemed exchange of the Notes for federal income tax
purposes. In that event, except for the payment of the Consent Fee, the
transactions contemplated by the Consent Solicitation would not result in
any federal income tax consequences to a holder of the Notes. GE and
Outlet further intend to treat the Consent Fee as a fee paid to holders
that grant Consents pursuant to the Consent Solicitation. Consistent with
that treatment, a holder would recognize ordinary income equal to the
amount of cash received.
Should the adoption of the Proposed Amendment and the Guarantee
and the payment of the Consent Fee be deemed an exchange of the Notes for
federal income tax purposes, then the Notes would be deemed exchanged for
new notes ("New Notes"). If the Notes and the New Notes constitute
securities (the determination of "security" status is generally made by
reference to the term of the debt (i.e, the original term for the Notes and
the remaining term for the New Notes) with debt instruments with a term of
ten years or more being treated as securities, and with debt instruments
with terms of less than five years generally not being treated as
securities) of Outlet for federal income tax purposes, then a holder would
recognize no gain or loss (except as noted below) as a result of the
transaction contemplated by the Consent Solicitation. If, as is expected,
the New Notes were not considered securities of Outlet for federal income
tax purposes, a holder would recognize gain or loss in the amount equal to
the difference between the trading price on the date of the deemed exchange
of the New Notes and the holder's adjusted tax basis in the Notes deemed
exchanged. Furthermore, if holders were treated as exchanging their Notes
for New Notes for federal tax purposes, the Consent Fee may be treated as
additional consideration received in such exchange.
Because of the absence of final Treasury Regulations, no
opinion is expressed by counsel to GE and Outlet as to whether the Proposed
Amendment and the Guarantee and the payment of the Consent Fee result in a
deemed exchange for federal tax purposes. In addition, because of the lack
of direct authority concerning the issue, no opinion is expressed as to the
federal income tax consequences of the receipt of the Consent Fee.
Further, no ruling has been requested from the Internal Revenue Service
regarding the tax consequences of the Proposed Amendment and the Guarantee
and payment of the Consent Fee. No assurance can be given that the
positions intended to be taken by GE and Outlet described above will be
accepted by the Internal Revenue Service.
For a summary of the material United States Federal income tax
consequences to holders of the Notes of the Proposed Amendment and the
Guarantee, see "Certain Federal Income Tax Consequences."
<PAGE>
6
NO SOLICITING AGENT
Neither Outlet nor GE will pay or give directly or indirectly
any commission or other remuneration to any soliciting agent or other
person in connection with the Solicitation. Outlet and GE will solicit
Consents and will attempt to respond to inquiries of holders of Notes.
Requests for additional copies of this Consent Solicitation
Statement/Prospectus or the form of Consent may be directed to Outlet at
its address and telephone number set forth on the last page of this Consent
Solicitation Statement/Prospectus.
CURRENT MARKET FOR THE NOTES
The Notes have been registered under the Securities Act but are
not listed on any exchange. Prices for the Notes are determined in the
marketplace and may be influenced by many factors, including the breadth
and liquidity of their market, investor perception of the financial
condition and business prospects of GE and Outlet, the level of interest
rates and general market conditions.
CHANGE OF CONTROL OFFER
On March 2, 1996, pursuant to the Change of Control Offer and
in accordance with the Indenture, Outlet commenced an offer to repurchase
each registered holder's Notes in whole, or in part in integral multiples
of $1,000, in cash in an amount equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest thereon, if any, to the
Change of Control Payment Date specified in the Change of Control Offer.
The Change of Control Expiry Date is 5:00 P.M., New York time, on April 1,
1996, unless the Change of Control Offer is extended in accordance with its
terms.
<PAGE>
7
INTRODUCTION
This Consent Solicitation Statement/Prospectus constitutes (i)
a Prospectus of GE with respect to the Guarantee to be issued in the event
the Proposed Amendment is effected and (ii) the Solicitation Statement of
Outlet with respect to the Solicitation. This Consent Solicitation
Statement/Prospectus is first being mailed on or about ____________, 1996
to registered holders of the Notes as of the Record Date.
THE COMPANIES
GENERAL ELECTRIC COMPANY
GE is one of the largest and most diversified industrial
corporations in the world. From the time of its incorporation in 1892, it
has engaged in developing, manufacturing and marketing a wide variety of
products for the generation, transmission, distribution, control and
utilization of electricity. Over the years, development and application of
related and new technologies have broadened considerably the scope of the
activities of GE and its affiliates. GE's products include, but are not
limited to, lamps and other lighting products; major appliances for the
home; industrial automation products and components; motors; electrical
distribution and control equipment; locomotives; power generation and
delivery products; nuclear reactors; nuclear power support services and
fuel assemblies; commercial and military aircraft jet engines; materials,
including engineered plastics, silicones and cutting materials; and a wide
variety of high technology products, including products used in medical
diagnostic applications.
GE also offers a broad variety of services including product
support services; electrical product supply houses; electrical apparatus
installation, engineering, repair and rebuilding services; and computer-
related information services. Through GE Capital Services ("GECS") and its
two principal subsidiaries, GE engages in a broad spectrum of financial
services including consumer financing, commercial and industrial financing,
real estate financing, asset management and leasing, annuity and mutual
fund sales, specialty insurance and reinsurance. Other services offered
include U.S. satellite communications furnished by GE Americom. Another
wholly owned subsidiary, NBC, is engaged principally in furnishing network
television services to affiliated television stations, in producing live
and recorded television programs, in operating, under licenses from the
FCC, television broadcasting stations, in operating five cable/satellite
networks around the world and in investing and programming activities in
multi-media and cable television. GE also licenses patents and provides
technical know-how related to products it developed, but such activities
are not material to GE.
In November 1994, GE and GECS elected to terminate the
operations of Kidder, Peabody by initiating an orderly liquidation of its
assets and liabilities. As part of the liquidation plan, GECS received
securities of Paine Webber Group Inc. in exchange for certain broker-dealer
assets and operations. Principal activities that were discontinued include
securities underwriting, sales and trading of equity and fixed income
securities, financial futures activities, advisory services for mergers and
acquisitions and other corporate finance matters, research services and
asset management. GE's Aerospace business segment, its subsidiary GE
Government Services, Inc., and a component of GE that operated Knolls
Atomic Power Laboratory under contract with the U.S. Department of Energy
(together, "GE Aerospace") were transferred on April 2, 1993, to a new
company controlled by the shareholders of Martin Marietta Corporation (a
predecessor company of Lockheed Martin, Inc.). The businesses transferred
provided high-technology products and services such as automated test
systems, electronics, avionic systems, computer software, armament systems,
military vehicle equipment, missile system components, simulation systems,
spacecraft, communication systems, radar, sonar and systems integration,
and a variety of specialized services for government customers. Kidder,
Peabody and GE Aerospace have been classified as discontinued operations in
the financial statements of GE.
GE has substantial export sales from the United States. In
addition, GE has majority and minority or other joint venture interests in
a number of non-U.S. companies engaged primarily in manufacturing and
distributing products and providing nonfinancial services similar to those
sold within the United States. GECS' financial services operations outside
of the United States have expanded considerably over the past several
years.
GE was incorporated in the State of New York in 1892. Its
principal executive offices are located at 3135 Easton Turnpike, Fairfield,
Connecticut 06431, telephone number (203) 373-2211.
<PAGE>
8
OUTLET
Outlet is a wholly owned subsidiary of OCI. The operations of
Outlet, a television broadcasting company, consist of three owned
television stations along and one television station for which Outlet
supplies programming under a time brokerage agreement. The owned stations
include two NBC network-affiliated VHF television stations and one NBC
network-affiliated UHF television station. Outlet has also entered into an
agreement to supply programming under a time brokerage agreement with the
permittee of a station still under construction in New Bedford,
Massachusetts, WLWC(TV) (formerly WFDC(TV). The two VHF television
stations are WJAR(TV), Providence, Rhode Island, which serves the
Providence-New Bedford market area and WCMH(TV), which is located in
Columbus, Ohio and serves that market. The owned UHF television station is
WNCN(TV), Goldsboro, North Carolina which has studios and offices located
in Raleigh, North Carolina and broadcasts in the Raleigh-Durham
(Fayetteville, Goldsboro and Rocky Mount), North Carolina market area.
Outlet acquired WNCN(TV) on August 10, 1994.
Since April 18, 1994, Outlet has also provided programming to
UHF television station WWHO(TV), Chillicothe, Ohio, under a time brokerage
agreement with that station's licensee. Outlet serves as a broker for the
sale of that station's advertising time and provides it with certain
programming and operating capabilities. In return, Outlet retains a
substantial percentage of WWHO(TV)'s net operating income to the extent
that it exceeds cumulative net operating losses. This station is an
affiliate of The WB Television Network. By letters dated March 7, 1996,
the Licensee of WWHO(TV) and the permittee of WLWC(TV), which are under
common ownership, purported to terminate the two time brokerage agreements
referred to above on the basis of claims that Outlet had breached the
agreements. By letters dated March 11, 1996, Outlet advised the licensee of
WWHO(TV) and the permittee of WLWC(TV) that Outlet had not breached the
agreements, that the termination letters dated March 7 were therefore
ineffective, and that the agreements remain in full force and effect. This
dispute remains unresolved.
Pursuant to the Merger Agreement, Outlet, a wholly owned
subsidiary of OCI, became a wholly owned subsidiary of NBC, which is a
wholly owned subsidiary of GE.
Outlet's principal executive offices are located at 23 Kenney
Drive, Cranston, RI 02920 and its telephone number is (401) 455-9200.
THE PROPOSED AMENDMENT
The Solicitation is intended to increase NBC's flexibility to
operate Outlet as a wholly owned subsidiary and to make the obligations of
Outlet and GE under the Indenture more consistent with the terms of other
indebtedness issued or guaranteed by GE. The Proposed Amendment would (1)
eliminate the Maintenance of Property obligations in Section 1005 of the
Indenture, the Payment of Taxes and Other Claims obligations in Section
1006 of the Indenture, the Limitation on Transactions with Affiliates in
Section 1007 of the Indenture, the Limitation on Restricted Payments in
Section 1008 of the Indenture, the Limitation on Indebtedness in Section
1009 of the Indenture, the Limitation Concerning Distributions or Transfers
by Subsidiaries in Section 1011 of the Indenture, the Limitation on Asset
Sales in Section 1012 of the Indenture, the Limitations on Issuance and
Sale of Capital Stock of Subsidiaries in Section 1013 of the Indenture and
the Restriction on Incurrence of Senior Subordinated Indebtedness in
Section 1014 of the Indenture; (2) amend the reporting requirements in
Section 704 of the Indenture to require that only the reports and other
information required to be filed with the Commission under the Exchange Act
by Outlet and GE be made available to holders of the Notes; (3) amend the
definition of "Events of Default" contained in Section 501 of the Indenture
to (i) extend the cure period for defaults under the Indenture (other than
payment defaults) from 30 days to 60 days, (ii) eliminate the "cross
default" Event of Default, and (iii) eliminate the Event of Default
relating to the entry against Outlet of a judgment in excess of $1 million
or any material nonmonetary judgments which, in any such case, remains
unsatisfied or unstayed for a period of 60 days; and (4) amend the
Corporate Existence obligations under Section 1004 of the Indenture to
eliminate any obligation to preserve the corporate, partnership or other
existence of Outlet's subsidiaries. If the Solicitation is effective, the
Proposed Amendment will also add the Guarantee to the Indenture (see
"Description of the Guarantee") and make certain other technical or
conforming changes to the Indenture that result from the Proposed Amendment
and the addition of the Guarantee. TO ENCOURAGE HOLDERS OF NOTES TO
PARTICIPATE IN THE SOLICITATION, GE WILL FULLY AND UNCONDITIONALLY
GUARANTEE THE AMENDED NOTES PURSUANT TO THE GUARANTEE AND OUTLET WILL PAY
THE CONSENT FEE AS DISCUSSED ABOVE.
The text of the preceding Sections of the Indenture is attached
to this Consent Solicitation Statement/Prospectus as Appendix I. In the
event the Proposed Amendment is effected, GE will fully and unconditionally
guarantee the
<PAGE>
9
due and punctual payment of the principal of and interest on the Amended
Notes. The text of the Guarantee, which will be set forth in the
Supplemental Indenture, is attached to this Consent Solicitation
Statement/Prospectus as Appendix II.
THE FOLLOWING STATEMENTS, UNLESS THE CONTEXT OTHERWISE
REQUIRES, ARE SUMMARIES OF THE SUBSTANCE OR GENERAL EFFECT OF CERTAIN
PROVISIONS OF THE INDENTURE, OR THE PROPOSED AMENDMENT, AND ARE QUALIFIED
IN THEIR ENTIRETY BY REFERENCE TO THE INDENTURE AND THE PROPOSED AMENDMENT.
Unless otherwise defined, capitalized terms used in the
following descriptions of current Indenture provisions are used as defined
in the Indenture and capitalized terms used in the following descriptions
of proposed Indenture provisions are used as defined in the Supplemental
Indenture.
COVENANTS RELATING TO EVENTS OF DEFAULT AND ACCELERATION
Current Provision
Sections 501 and 502 of the Indenture currently define Events
of Default and remedies in respect thereof. Each of the following is an
Event of Default under the Indenture: (1) failure to pay any installment
of interest on any Note when due and payable, and the continuance of such
default for a period of 30 days, whether or not such payment shall be
prohibited by the provisions of the Indenture; (2) failure to pay principal
or premium, if any, on any Note at its maturity, upon repurchase,
redemption, acceleration or otherwise, whether or not such payment shall be
prohibited by the provisions of the Indenture; (3) failure by Outlet to
perform or comply with any covenant, agreement or warranty in the Indenture
(other than the obligations specified in clauses ( 1) and (2) above) and
continuance of such default or breach for a period of 30 days after written
notice thereof has been given to Outlet by the Trustee or to Outlet and the
Trustee by the holders of at least 25% in principal amount of the
outstanding Notes, except in certain circumstances with respect to a
covenant as to the maintenance of certain property; (4) indebtedness of
Outlet (other than the Notes) or any subsidiary of Outlet is not paid when
due within the applicable grace period or is accelerated by the holders
thereof and, in either case, the total amount of such unpaid or accelerated
debt exceeds $3 million; (5) the entry by a court of competent jurisdiction
of one or more judgments, decrees or orders against Outlet or any of its
subsidiaries in an aggregate amount in excess of $1 million or of any
material nonmonetary judgments, decrees or orders against Outlet or any of
its subsidiaries which remain unsatisfied or unstayed for a period of 60
days; (6) the entry of a decree or order for relief in respect of Outlet or
any of its subsidiaries by a court of competent jurisdiction in an
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other Federal or State bankruptcy, insolvency or other
similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of Outlet or any such
subsidiary or of any substantial part of the property of Outlet or any such
subsidiary, or ordering, the winding up or liquidation of the affairs of
Outlet or any such subsidiary, and the continuance of any such decree or
order unstayed and in effect for a period of 45 consecutive days after
service of such decree or order; or (7) the commencement by Outlet or any
of its subsidiaries of a voluntary case under the Federal bankruptcy laws,
as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, or the consent by it to the
entry of an order for relief in an involuntary case under any such law or
to the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of Outlet or any such subsidiary
or of any substantial part of the property of Outlet or any such
subsidiary, or the making by Outlet or any such subsidiary of an assignment
for the benefit of creditors, or the failure of Outlet or any such
subsidiary to pay its debts generally as they become due, or the taking, of
measures by Outlet or any such subsidiary in furtherance of any such
action. Upon the occurrence of an Event of Default (other than an Event of
Default of the type described in clauses (6) and (7) above), either the
Trustee or the holders of at least 25% in aggregate principal amount of the
outstanding Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest on all Notes then outstanding to be due and
payable immediately, by a notice in writing to Outlet (and to the Trustee
if given by the holders), and upon any such declaration such principal
amount, and premium, if any, and accrued interest shall become immediately
due and payable, notwithstanding anything contained in the Indenture or the
Notes to the contrary, but subject to the provisions limiting payment
described in the Indenture.
<PAGE>
10
Upon the occurrence of an Event of Default of the type
described in clauses (6) and (7) above, all unpaid principal of (and
premium, if any) and accrued interest on the Notes then outstanding shall
ipso facto become and be immediately due and payable, subject to prior
payment in full of all senior indebtedness, without any declaration or
other action on the part of the Trustee or any holder of Notes. With
certain exceptions, the holders of a majority in principal amount of the
Notes may by notice to the Trustee rescind and annul an acceleration and
waive any existing Default.
Proposed Amendment
If the Requisite Consents are obtained, the provisions relating
to Events of Default and Acceleration will be amended and replaced in their
entirety. Such new provisions will provide that each of the following will
constitute an Event of Default under the Indenture: (1) failure to pay any
installment of interest on any Note when due and payable, and the
continuance of such default for a period of 30 days, whether or not such
payment shall be prohibited by the provisions of the Indenture; (2) failure
to pay principal or premium, if any, on any Note at its maturity, upon
repurchase, redemption, acceleration or otherwise, whether or not such
payment shall be prohibited by the provisions of the Indenture; (3) failure
by Outlet or GE to perform or comply with any covenant, agreement or
warranty in the Indenture (other than the obligations specified in clauses
(1) and (2) above) and continuance of such default or breach for a period
of 60 days after written notice thereof has been given to Outlet by the
Trustee or to Outlet and the Trustee by the holders of at least 25% in
principal amount of the outstanding Notes; (4) the entry of a decree or
order for relief in respect of Outlet or GE by a court of competent
jurisdiction in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other Federal or State bankruptcy,
insolvency or other similar law, or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of
Outlet or GE or of any substantial part of the property of Outlet or GE, or
ordering, the winding up or liquidation of the affairs of Outlet or GE, and
the continuance of any such decree or order unstayed and in effect for a
period of 45 consecutive days after service of such decree or order; or (5)
the commencement by Outlet or GE of a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or other similar law, or the
consent by it to the entry of an order for relief in an involuntary case
under any such law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of
Outlet or GE or of any substantial part of the property of Outlet or GE, or
the making by Outlet or GE of an assignment for the benefit of creditors,
or the failure of Outlet or GE to pay its debts generally as they become
due, or the taking of measures by Outlet or GE in furtherance of any such
action. Upon the occurrence of an Event of Default (other than an Event of
Default of the type described in clauses (4) and (5) above), either the
Trustee or the holders of at least 25% in aggregate principal amount of the
outstanding Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest on all Notes then outstanding to be due and
payable immediately, by a notice in writing to Outlet and GE (and to the
Trustee if given by the holders), and upon any such declaration such
principal amount, and premium, if any, and accrued interest shall become
immediately due and payable, notwithstanding anything contained in the
Indenture or the Notes to the contrary, but subject to the provisions
limiting payment described in the Indenture.
Upon the occurrence of an Event of Default of the type
described in clauses (4) and (5) above, all unpaid principal of (and
premium, if any) and accrued interest on the Notes then outstanding shall
ipso facto become and be immediately due and payable, subject to prior
payment in full of all senior indebtedness, without any declaration or
other action on the part of the Trustee or any holder of Notes. With
certain exceptions, the holders of a majority in principal amount of the
Notes may by notice to the Trustee rescind and annul an acceleration and
waive any existing Default.
COVENANT RELATING TO COMMISSION REPORTS
Current Provision
Section 704 of the Indenture currently requires that Outlet
file with the Trustee and provide, or cause the Trustee to provide, to all
of the holders of Notes, within 15 days after it files them with the
Commission, copies of its annual reports, quarterly reports and other
information, documents and reports ("reports") which Outlet or any of its
subsidiaries is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act or pursuant to the provisions of the Trust
Indenture Act. If, in the event Outlet is not required to file any such
reports with the Commission, Outlet is required
<PAGE>
11
to file with the Trustee and provide, or cause the Trustee to provide, to
the holders of Notes within 15 days after the time such reports would have
been required to be filed with the Commission, such reports as Outlet or
any such Subsidiary would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act or pursuant to Section
314 of the Trust Indenture Act if Outlet were subject to the reporting
requirements of such Sections.
Proposed Amendment
If the Requisite Consents are obtained, the covenant relating
to providing Commission reports will be amended to require that Outlet file
with the Trustee and provide, or cause the Trustee to provide, to all of
the holders of Notes, within 15 days after Outlet or GE files them with the
Commission, copies of all reports which Outlet or GE is required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or
pursuant to the provisions of the Trust Indenture Act.
COVENANT RELATING TO CERTAIN MERGERS
Current Provisions
Section 801 of the Indenture currently provides that Outlet
shall not, and shall not permit any subsidiary to, enter into any
transaction or series of transactions, consolidate or merge with or into
any other entity (other than the merger of a wholly owned subsidiary of
Outlet with another wholly owned subsidiary of Outlet or the merger of a
wholly owned subsidiary into Outlet), or sell, convey, assign, transfer,
lease or otherwise dispose of all or substantially all of its properties
and assets (determined on a consolidated basis for Outlet and its
subsidiaries taken as a whole), unless: (1) either (a) Outlet shall be the
continuing corporation or (b) the entity (if other than Outlet) formed by
such consolidation or into which Outlet is merged or the entity that
acquires, by sale, assignment, conveyance, transfer, lease or disposition,
all or substantially all of the properties and assets of Outlet as an
entirety shall be a corporation organized and validly existing under the
laws of the United States or any State thereof or the District of Columbia,
and shall expressly assume by a supplemental indenture, the due and
punctual payment of the principal of and premium, if any, and interest on
all the Notes and all other obligations of Outlet pursuant to the
Indenture; (2) immediately before and after giving effect to such
transaction or series of transactions on a pro forma basis (including,
without limitation, any debt incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of
transactions), no Event of Default (and no event that, after notice or
lapse of time, or both, would become an Event of Default) shall have
occurred and be continuing; and (3) immediately after giving effect to any
such transaction or series of transactions on a pro forma basis (including,
without limitation, any debt incurred or anticipated to be incurred in
connection with or in respect of such transactions or series of
transactions on a pro forma basis (including, without limitation, any debt
incurred or anticipated to be incurred in connection with or in respect of
such transaction or series of transactions), Outlet or the surviving
entity, as the case may be, shall have a Consolidated Net Worth (as defined
in the Indenture) equal to or greater than the Consolidated Net Worth of
Outlet immediately prior to such transaction.
Proposed Amendment
If the Requisite Consents are obtained, the covenants relating
to permissible mergers involving Outlet will be deleted in its entirety and
a new covenant inserted instead. Such new covenant will provide that
neither Outlet nor GE will consolidate or merge into or sell, assign,
transfer or lease all or substantially all of its assets to another person
unless (i) either Outlet or GE, as the case may be, is the continuing
corporation or the successor corporation assumes by supplemental indenture
all the obligations of either Outlet or GE, as the case may be, relating to
the Amended Notes, the Guarantee and the Indenture and (ii) immediately
after the transaction no default exists.
COVENANT RELATING TO CORPORATE EXISTENCE
Current Provisions
Section 1004 of the Indenture currently provides that, subject
to Article Eight of the Indenture, Outlet shall do or cause to be done all
things
<PAGE>
12
necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each of its
subsidiaries, in accordance with their respective organizational documents
and its (and its subsidiaries') rights (charter and statutory), licenses
and franchises; PROVIDED, HOWEVER, that Outlet shall not be required to
preserve any such right, license or franchise if the Board of Directors of
Outlet shall determine that the preservation thereof is no longer desirable
in the conduct of the business of Outlet and its subsidiaries taken as
whole and the loss thereof is not disadvantageous in any material respect
to the holders of Notes.
Proposed Amendment
If the Requisite Consents are obtained, the provisions of
Section 1004 will be amended and replaced in their entirety. Such new
provisions will provide that, subject to Article Eight of the Indenture,
Outlet shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence in accordance with
its organizational documents (as the same may be amended from time to time)
and its rights (character and statutory), licenses and franchises;
PROVIDED, HOWEVER, that Outlet shall not be required to preserve any such
right, license or franchise if the Board of Directors of Outlet shall
determine that the preservation thereof is no longer desirable in the
conduct of the business of Outlet and its subsidiaries taken as a whole and
that the loss thereof is not disadvantageous in any material respect to the
holders of Notes.
COVENANT RELATING TO MAINTENANCE OF PROPERTY
Current Provisions
Section 1005 of the Indenture currently provides that Outlet
shall cause all Property (as defined in the Indenture) used or useful in
the conduct of its business or the business of any of its subsidiaries to
be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of Outlet may be necessary so that the
business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in
such Section shall prevent Outlet from discontinuing the operation or
maintenance of any of such Property if such discontinuance is, in the
judgment of the Board of Directors of Outlet, desirable in the conduct of
the business of Outlet and its subsidiaries and not disadvantageous in any
material respect to the holders of Notes.
Proposed Amendment
If the Requisite Consents are obtained, the Covenant relating
to Maintenance of Property will be deleted in its entirety.
COVENANT RELATING TO PAYMENT OF TAXES AND OTHER CLAIMS
Current Provisions
Section 1006 of the Indenture currently provides that Outlet
shall, and shall cause each of its subsidiaries to, pay or discharge or
cause to be paid or discharged, before the same shall become delinquent,
(1) all taxes, assessments and governmental charges levied or imposed upon
Outlet or any of its subsidiaries or upon the income, profits or property
of Outlet or any of its subsidiaries and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon
the property of Outlet or the property of any of its subsidiaries;
PROVIDED, HOWEVER, that Outlet and its subsidiaries shall not be required
to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which
adequate provision has been made.
Proposed Amendment
If the Requisite Consents are obtained, the Covenant relating
to Payment of Taxes and Other Claims will be deleted in its entirety.
<PAGE>
13
COVENANT RELATING TO LIMITATION ON TRANSACTIONS WITH AFFILIATES
Current Provisions
Section 1007 of the Indenture currently provides that Outlet
shall not, and shall not permit any of its subsidiaries to, directly or
indirectly, conduct any business or enter into or suffer to exist any
transaction or series of related transactions (including, without
limitation, the sale, transfer, disposition, purchase, exchange or lease of
assets, property or services) with, or for the benefit of, any affiliate of
Outlet unless (i) such transaction or series of transactions is pursuant to
a contractual obligation which was incurred prior to the date of the
initial issuance of the Notes (the "Issue Date") or (ii) such transaction
or series of transactions (A) is on terms that are no less favorable to
Outlet or such subsidiary, as the case may be, than would be available in a
comparable transaction on an arm's length basis with an unrelated third
party, and (B) with respect to a transaction or series of transactions
involving aggregate payments or value in excess of $1 million, Outlet
delivers an officers' certificate to the Trustee certifying that such
transaction or series of transactions complies with clause (ii) (A) above
and such transaction or series of transactions was approved by a majority
of the independent members of the Board of Directors of Outlet, provided,
however, that this covenant shall not limit, or be applicable to, any
transaction or series of related transactions between Outlet and any
subsidiary or between subsidiaries, and provided, further, that no member
of the Board of Directors shall lose his or her status as an "independent"
member for purposes of this covenant solely by virtue of his or her
nomination to the Board of Directors pursuant to the Stockholders Agreement
by an interested party, unless such member of the Board of Directors is an
officer, director, employee or partner of, or is otherwise affiliated with,
such interested party.
Proposed Amendment
If the Requisite Consents are obtained, the Covenant relating
to Limitation on Transactions with Affiliates will be deleted in its
entirety.
COVENANTS RELATING TO LIMITATION ON RESTRICTED PAYMENTS, LIMITATIONS ON
INDEBTEDNESS AND RESTRICTION ON INCURRENCE OF SENIOR SUBORDINATED
INDEBTEDNESS
Current Provisions
Section 1008 of the Indenture currently provides that Outlet
shall not, and shall not permit any of its subsidiaries to, directly or
indirectly, (i) declare or pay any dividend on, or make any distribution in
respect of, or purchase, redeem or otherwise acquire or retire for value
any capital stock of Outlet or any affiliate of Outlet, other than the
declaration or payment of dividends from a subsidiary to Outlet or
dividends payable solely in the capital stock (other than redeemable
capital stock) of Outlet or such affiliate, as the case may be, (ii) make
any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, prior to any scheduled principal payment,
scheduled sinking fund payment or other stated maturity, debt of Outlet or
any subsidiary which is subordinated in right of payment to the Notes
whether pursuant to its terms or by operation of law, or (iii) make any
investment (other than Permitted Investments and investments in its wholly
owned subsidiaries) in any person (such payments and investments described
in clauses (i), (ii) and (iii), collectively, "Restricted Payments") unless
at the time of and after giving effect to the proposed Restricted Payment
(the value of any such payment, if other than cash, to be determined by the
Board of Directors of Outlet, whose determination shall be conclusive and
evidenced by a board resolution), (a) no Event of Default (and no event
that, after notice or lapse of time, or both, would become an Event of
Default) shall have occurred and be continuing, (b) Outlet could incur at
least $1.00 of debt under clause (c) of the definition of Permitted
Indebtedness under the Indenture, and (c) the aggregate amount of all
Restricted Payments declared or made after the Issue Date shall not exceed
the sum of (A) the remainder of (x) 100% of EBITDA (as defined in the
Indenture) of Outlet accrued during the period (treated as one accounting
period) beginning on the last day of the fiscal quarter of Outlet
immediately preceding the Issue Date and ending on the last day of Outlet's
last fiscal quarter ending prior to the date of such proposed Restricted
Payment (or if such EBITDA shall be a deficit, less 100% of such deficit),
minus (y) the product of 1.7 times the cumulative Consolidated Interest
Expense (as defined in the Indenture) during such period, plus (B) an
amount equal to the aggregate net cash proceeds received by Outlet from the
issuance or sale (other than to an
<PAGE>
14
affiliate of Outlet) of its capital stock (excluding redeemable capital
stock, but including capital stock issued upon conversion of convertible
debt and from the exercise of options, warrants or rights to purchase
capital stock (other than redeemable capital stock) of Outlet); provided,
however, that the foregoing provisions will not prevent the payment of any
dividend within 60 days after the date of its declaration if at the date of
its declaration such payment would be permitted by such provisions.
For purposes of the prior paragraph, "Permitted Investments"
means: (a) U.S. Government Obligations or certificates of deposit or
Eurodollar deposits in commercial banks having capital and surplus of not
less than $500 million having a maturity of one year or less; (b)
commercial paper issued by an issuer rated at least A-1 or the equivalent
thereof by Standard & Poor's Corporation or P-1 or the equivalent thereof
by Moody's Investors Services, Inc.; and (c) other investments that do not
exceed $2 million at any time outstanding.
Section 1009 of the Indenture currently provides that Outlet
shall not, and shall not permit any of its subsidiaries to, directly or
indirectly, incur any indebtedness (including acquired debt) other than
Permitted Indebtedness. "Permitted Indebtedness" means: (a) indebtedness
outstanding at any time under Outlet's senior bank credit agreement (or any
successor bank credit facility) not to exceed $30 million aggregate
principal amount and all accrued interest, fees and other expenses
thereunder; (b) indebtedness represented by the Notes; (c) indebtedness
incurred if, immediately after giving effect to the incurrence of such
indebtedness and the receipt and application of the proceeds thereof, the
Debt-to-Cash-Flow Ratio (as defined in the Indenture) would not exceed 6.5
to 1; (d) indebtedness owned by any wholly owned subsidiary to Outlet or
owed by Outlet to any wholly owned subsidiary of Outlet (provided that such
indebtedness is at all times held by a person which is a wholly owned
subsidiary of Outlet), and provided further that upon either (x) the
transfer or other disposition by such wholly owned subsidiary or Outlet of
any indebtedness so permitted to a person other than Outlet or another
wholly owned subsidiary of Outlet or (y) the sale, lease, transfer or other
disposition of shares of capital stock (including by consolidation or
merger) of such wholly owned subsidiary to a person other than Outlet or
another wholly owned subsidiary, the provisions of this clause (d) shall no
longer be applicable to such indebtedness and such indebtedness shall be
deemed to have been incurred at the time of any such transfer or other
disposition or the sale, lease, transfer or other disposition of such
capital stock; (e) purchase money indebtedness and capital lease
obligations whose Attributable Value (as defined in the Indenture) will not
exceed $5 million at any one time outstanding; (f) indebtedness arising
under interest rate protection agreements; (g) indebtedness incurred in
connection with a repurchase of the Notes pursuant to a Change of Control
(as defined in the Indenture), provided that the principal amount of such
indebtedness does not exceed 101% of the principal amount of the Notes
repurchased, and such indebtedness (x) has an average life to stated
maturity equal to or greater than the remaining average life to maturity of
the Notes, and (y) does not mature prior to the stated maturity of the
Notes; (h) Any renewals, extensions, substitutions, refinancings or
replacements of any Indebtedness incurred pursuant to preceding clauses
(a), (b), (c) and (e), above, and (i), below, provided that such renewal,
extension, substitution, refunding, refinancing or replacement does not
(x) result in an increase in the aggregate principal amount of the
outstanding Indebtedness represented thereby, (y) reduce the average life
to stated maturity of such indebtedness, or (z) reduce the stated maturity
of such indebtedness, and provided, further, that subordinated indebtedness
must be renewed, extended, substituted, refinanced or replaced with equally
subordinated indebtedness; and (i) indebtedness not otherwise permitted to
be incurred pursuant to clauses (a) through (h) above, which, together with
any other outstanding indebtedness incurred pursuant to this clause (i),
has an aggregate principal amount not in excess of $5 million at any one
time outstanding.
Section 1014 of the Indenture currently provides that Outlet
will not incur any indebtedness which is subordinate to or junior in right
of payment to senior indebtedness and senior in right of payment to the
Notes.
Proposed Amendment
If the Requisite Consents are obtained the covenants relating
to Limitation on Restricted Payments, Limitation on Indebtedness and
Restriction on Incurrence of Senior Subordinated Indebtedness will be
deleted in their entirety.
COVENANT RELATING TO LIMITATION CONCERNING DISTRIBUTIONS OR TRANSFERS BY
SUBSIDIARIES
Current Provisions
<PAGE>
15
Section 1011 of the Indenture currently provides that Outlet
shall not, and shall not permit any of its subsidiaries to, directly or
indirectly, create, cause or suffer to exist or become effective, or enter
into any agreement with any person that would cause to become effective,
any consensual encumbrance or restriction of any kind on the ability of any
subsidiary of Outlet to (a) pay dividends, in cash or otherwise, or make
any other distribution on or in respect of its capital stock, (b) pay any
debt owed to Outlet or any subsidiary of Outlet, (c) make loans or advances
to Outlet or any subsidiary of Outlet, or (d) transfer any of its property
or assets to Outlet or any subsidiary of Outlet, except for encumbrances or
restrictions in existence as of the Issue Date.
Proposed Amendment
If the Requisite Consents are obtained, the covenant relating
to Limitation Concerning Distributions or Transfers By Subsidiaries will be
deleted in its entirety.
COVENANT RELATING TO LIMITATION ON ASSET SALES
Current Provisions
Section 1012 of the Indenture currently provides that Outlet
shall not, and shall not permit any subsidiary to, directly or indirectly,
make any Asset Sale (as defined in the Indenture) unless (i) Outlet or such
subsidiary, as the case may be, receives consideration at the time of such
Asset Sale at least equal to the fair market value (evidenced by a
resolution of the Board of Directors) of the shares or assets sold or
otherwise disposed of and (ii) at least 75% of such consideration consists
of cash or cash equivalents. Within 270 days after any Asset Sale, Outlet
or such subsidiary, as the case may be, may apply the net cash proceeds
from such Asset Sale to (x) an investment in properties and assets (in the
same line of business) that replaces the properties and assets that were
the subject of such Asset Sale or (y) a permanent reduction in the amount
of debt outstanding, under Outlet's senior bank credit agreement. Any net
cash proceeds from any Asset Sale (after paying or providing for the
payment of taxes payable on account of such Asset Sale) that are not used
as provided in the preceding sentence constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $5
million, Outlet shall make an offer to purchase, from all holders of the
Notes, an aggregate principal amount of Notes equal to the Excess Proceeds,
at a price in cash equal to 100% of the outstanding principal amount
thereof plus accrued interest, if any, to the purchase date, in accordance
with the procedures to be set forth in the Indenture. Upon completion of
such offers to purchase, the amount of Excess Proceeds shall be reset to
zero.
Proposed Amendment
If the Requisite Consents are obtained, the covenant relating
to Limitation on Asset Sales will be deleted in its entirety.
COVENANT RELATING TO LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK OF
SUBSIDIARIES
Current Provisions
Section 1013 of the Indenture currently provides that Outlet
(i) shall not permit any subsidiary to issue any stock (other than to
Outlet or a wholly owned subsidiary of Outlet) and (ii) shall not permit
any person (other than Outlet or a wholly owned subsidiary of Outlet) to
own any capital stock of any subsidiary of Outlet (other than directors'
qualifying shares), except for a sale of 100% of the capital stock of a
subsidiary, effected in accordance with the "Limitation on Asset Sales"
described above.
Proposed Amendment
If the Requisite Consents are obtained, the covenant relating
to Limitation on Issuance and Sale of Capital Stock of Subsidiaries will be
deleted in its entirety.
<PAGE>
16
OTHER PROVISIONS OF THE INDENTURE
Certain other provisions of the Indenture may be amended to
make technical and conforming changes resulting from the Proposed Amendment
and the addition of the Guarantee.
DESCRIPTION OF THE GUARANTEE
The text of the Guarantee, which will be set forth in the
Supplemental Indenture, is attached to this Consent Solicitation
Statement/Prospectus as Annex II. GE reserves the right, however, to
amend, modify or otherwise supplement the text of the Guarantee so long as
any such amendment, modification or supplement does not have an adverse
effect on the holders of the Amended Notes.
THE GUARANTEE WILL BE A DIRECT UNSECURED, UNSUBORDINATED, FULL
AND UNCONDITIONAL GUARANTEE BY GE of the due and punctual payment of the
principal of, premium, if any, and interest on the Amended Notes. The
Guarantee will rank equally in right of payment with all direct, unsecured
and unsubordinated indebtedness (including guarantees of the indebtedness
of others) of GE. At December 31, 1995, GE had approximately $260 million
of secured indebtedness consisting of industrial development/pollution
control bonds. All other indebtedness of approximately $115 billion is
unsecured and, therefore, has equal ranking to the Guarantee. Neither the
Guarantee nor the Indenture will restrict GE's ability to create
indebtedness ranking senior to the Guarantee. See "Capitalization."
As of the date of this Consent Solicitation
Statement/Prospectus, the senior long-term indebtedness of GE was rated AAA
and Aaa by Standard & Poor's Corporation and Moody's Investors Service,
Inc., respectively. Neither the Guarantee nor the Indenture will restrict
GE's ability to incur secured or unsecured indebtedness or to engage in any
other transaction that could cause such ratings to be reduced.
<PAGE>
17
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected consolidated financial
information for GE, which has been derived from GE's consolidated financial
statements.
The following selected financial information should be read in
conjunction with the Consolidated Condensed Financial Statements contained
in GE's Annual Report on Form 10-K for the year ended December 31, 1995,
which are incorporated herein by reference. See "Incorporation of Certain
Documents by Reference."
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(In millions, except per share items)
<S> <C> <C> <C> <C> <C>
Total revenues $70,028 $60,109 $55,701 $53,051 $51,283
Earnings from continuing operations 6,573 5,915 4,184 4,137 3,943
Earnings (loss) from discontinued operations - (1,189) 993 588 492
------ ------ ------ ------ ------
Earnings before accounting changes 6,573 4,726 5,177 $4,725 4,435
Net earnings 6,573 4,726 4,315 4,725 2,636
Dividends declared 2,838 2,546 2,229 1,985 1,808
Per Share
Earnings from continuing operations 3.90 3.46 2.45 2.41 2.27
Earnings (loss) from discontinued operations - (0.69) 0.58 0.34 0.28
Earnings before accounting changes 3.90 2.77 3.03 2.75 2.55
Net earnings 3.90 2.77 2.52 2.75 1.51
Dividends declared 1.69 1.49 1.305 1.16 1.04
Total assets of continuing operations 228,035 185,871 166,413 135,472 123,115
Long-term borrowings 51,027 36,979 28,194 25,298 22,602
Share owners' equity 29,609 26,387 25,824 23,459 21,683
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of
earnings to fixed charges for GE except for GECS and for General Electric
Company and consolidated affiliates for the periods indicated.
<PAGE>
18
<TABLE>
<CAPTION>
(Dollars in millions) Years Ended December 31,
---------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ---
<S> <C> <C> <C> <C> <C>
GE EXCEPT GECS
"Earnings" <F1> $ 8,696 $ 7,828 $ 5,511 $ 5,582 $ 5,329
Less: Equity in undistributed earnings of
General Electric Capital Services, Inc. <F2> (1,324) (1,181) (957) (831) (871)
Plus: Interest and other financial charges
included in expense 649 410 525 768 893
One-third of rental expense <F3> 174 171 212 228 225
------- ------- ------- ------- -------
Adjusted "earnings" $ 8,195 $ 7,228 $ 5,291 $ 5,747 $ 5,576
======= ======= ======= ======= =======
Fixed Charges:
Interest and other financial charges $ 649 $ 410 $ 525 $ 768 $ 893
Interest capitalized 13 21 21 29 33
One-third of rental expense <F3> 174 171 212 228 225
------- ------- ------- ------- -------
Total fixed charges $ 836 $ 602 $ 758 $ 1,025 $ 1,151
======= ======= ======= ======= =======
Ratio of earnings to fixed charges 9.80 12.01 6.98 5.61 4.84
======= ======= ======= ======= =======
GENERAL ELECTRIC COMPANY AND CONSOLIDATED
AFFILIATES
"Earnings" <F1> $ 9,941 $ 8,831 $ 6,287 $ 6,026 $ 5,679
Plus: Interest and other financial charges
included in expense 7,336 4,994 4,096 4,512 5,270
One-third of rental expense <F3> 349 327 349 320 261
------- ------- ------- ------- -------
Adjusted "earnings" $17,626 $14,152 $10,732 $10,858 $11,210
======= ======= ======= ======= =======
Fixed Charges:
Interest and other financial charges $ 7,336 $ 4,994 $ 4,096 $ 4,512 $ 5,270
Interest capitalized 34 30 26 35 41
One-third of rental expense <F3> 349 327 349 320 261
------- ------- ------- ------- -------
Total fixed charges $ 7,719 $ 5,351 $ 4,471 $ 4,867 $ 5,572
------- ------- ------- ------- -------
Ratio of earnings to fixed charges 2.28 2.64 2.40 2.23 2.01
======= ======= ======= ======= =======
<FN>
<F1> Earnings for all years consist of earnings from continuing operations before income taxes and minority interest.
For 1991 and 1993, earnings are before cumulative effects of changes in accounting principle.
<F2> Earnings for all years consist of earnings from continuing operations after income taxes, net of dividends. For
1991, earnings are before cumulative effect of change in accounting principle.
<F3> Considered to be representative of interest factor in rental expense.
</TABLE>
<PAGE>
19
CAPITALIZATION
The following table sets forth the consolidated capitalization
of GE at December 31, 1995. This table should be read in conjunction with
the Consolidated Financial Statements contained in GE's Annual Report on
Form 10-K for the year ended December 31, 1995, which are incorporated
herein by reference. See "Incorporation of Certain Documents by
Reference."
DECEMBER 31 1995
----------------
(in millions)
Short-term Debt $ 64,463
Long-term Debt 51,027
Minority Interest 2,956
Share owners' equity
Common stock (1,857,013,000 shares issued) 594
Unrealized gains on investment securities 1,000
Other capital 1,663
Retained earnings 34,528
Treasury stock (8,176)
--------
Total share owners' equity 29,609
Total capitalization $148,055
========
THE SOLICITATION
GENERAL
Consents will become irrevocable at the Effective Time, the
time that Outlet, GE and the Trustee execute the Supplemental Indenture,
which will not be prior to the Expiration Date. Subject to the
satisfaction of certain conditions (see "Conditions of the Solicitation"
below), promptly after the Expiration Date the Trustee, Outlet and GE will
execute the Supplemental Indenture, which will be effective upon its
execution. Thereafter, all current holders of the Amended Notes, including
non-consenting holders, and all subsequent holders of Amended Notes will be
bound by the Proposed Amendment and will have the benefit of the Guarantee.
If the Solicitation is terminated for any reason before the Effective Time,
the Consents will be voided, the Guarantee will not be issued, the Proposed
Amendment will not be effected and the Consent Fee will not be paid.
The Consents are being solicited by Outlet. Outlet recommends
that all holders of Notes as of the Record Date consent to the Proposed
Amendment. All costs of the Solicitation, including the Consent Fee, will
be paid by Outlet. In addition to the use of the mail, Consents may be
solicited by officers and other employees of Outlet or GE, without any
additional remuneration, in person, or by telephone, telegraph or facsimile
transmission.
CONSENT FEE
If the Requisite Consents to the adoption of the Proposed
Amendment are obtained and the Supplemental Indenture becomes effective,
Outlet will pay to each holder of Notes as of the Record Date (other than
Outlet or an Affiliate of Outlet) who delivers a valid Consent in favor of
the Proposed Amendment prior to the Expiration Date and does not revoke
such Consent prior to the Effective Time a Consent Fee in the amount of
$1.00 in cash for each $1,000 in principal amount of Notes with respect to
which such Consent was received and not revoked. No accrued interest will
be paid on the Consent Fee. Outlet reserves the right to determine whether
Notes are held or may be held by Outlet or Affiliates of Outlet. Any such
determination by Outlet shall be final and binding upon all parties.
Notwithstanding any subsequent transfer of its Notes, any
registered holder of Notes as of the Record Date whose properly executed
Consents have been received prior to the Expiration Date and not revoked
prior to the Effective Time will be eligible to receive the Consent Fee.
Holders, as of the Record
<PAGE>
20
Date, who deliver Consents after the Expiration Date will not be entitled
to receive the Consent Fee, even though the Supplemental Indenture, if it
becomes effective, will be binding on them. Beneficial owners of Notes
whose Notes are registered, as of the Record Date, in the name of a broker,
dealer, commercial bank, trust company or nominee should contact such
broker or nominee promptly and instruct such person, as registered holder
of such Notes, to execute and then deliver the Consent on behalf of the
beneficial owner in order to receive the Consent Fee.
Outlet's obligation to pay the Consent Fee is contingent upon
receipt of the Requisite Consents, the execution of the Supplemental
Indenture and effectiveness of the Proposed Amendment. The Consent Fee
will be paid as soon as possible after the satisfaction of such conditions
to the respective holders of Notes entitled to receive the Consent Fee as
such holders appear on the record books of the Trustee as of the Record
Date.
REQUISITE CONSENTS
Adoption of the Proposed Amendment requires the receipt,
without revocation, of the Requisite Consents, consisting of the Consents
of the registered holders of Notes as of the Record Date of a majority in
aggregate principal amount of the Notes outstanding and not owned by Outlet
or any of its Affiliates. As of the date of the Consent Solicitation
Statement/Prospectus, $60,000,000 aggregate principal amount of the Notes
was so outstanding and none was held by Outlet or its Affiliates.
The failure of a holder of the Notes to deliver a Consent
(including any failures resulting from broker non-votes) will have the same
effect as if such holder had voted "Against" the Proposed Amendment.
EXPIRATION DATE; EXTENSIONS; AMENDMENT
The term "Expiration Date" means 5:00 p.m., New York time, on
_______, 1996, unless Outlet, in its sole discretion, extends the period
during which the Solicitation is open, in which event the term "Expiration
Date" means the latest time and date to which the Solicitation is so
extended. Outlet reserves the right to extend the Solicitation at any time
and from time to time, whether or not the Requisite Consents have been
received, by giving oral or written notice to the Trustee no later than
9:00 a.m., New York time, on the next business day after the previously
announced Expiration Date. Any such extension will be followed as promptly
as practicable by notice thereof by press release or other public
announcement (or by written notice to the registered holders of the Notes
as of the Record Date). Such announcement or notice may state that Outlet
is extending the Solicitation for a specified period of time or on a daily
basis until 5:00 p.m., New York time, on the date on which the Requisite
Consents have been received.
Outlet expressly reserves the right for any reason (i) to
terminate the Solicitation at any time prior to the execution of the
Supplemental Indenture (whether or not the Requisite Consents have been
received) by giving oral or written notice of such termination to the
Trustee and (ii) not to extend the Solicitation beyond the Expiration Date
whether or not the Requisite Consents have been received by such date. Any
such action by Outlet will be followed as promptly as practicable by notice
thereof by press release or other public announcement (or by written notice
to the holders of Notes as of the Record Date).
FAILURE TO OBTAIN REQUISITE CONSENTS
In the event the Requisite Consents are not obtained and the
Solicitation is terminated, the Guarantee will not be issued, the Consent
Fee will not be paid and the Proposed Amendment will not be effected.
CONSENT PROCEDURES
This Consent Solicitation Statement/Prospectus is being sent on
or about ____________, 1996 to all registered holders of Notes as of the
Record Date.
Only those persons who are registered holders of the Notes as
of the Record Date may execute and deliver a Consent. A beneficial owner
of Notes who is not the registered holder as of the Record Date of such
Notes (e.g., a beneficial holder whose Notes are registered in the name of
a nominee such as a bank or a brokerage firm) must arrange for the
registered holder either (i) to execute a Consent and deliver it either to
Outlet on such beneficial owner's
<PAGE>
21
behalf or to such beneficial owner for forwarding to Outlet by such
beneficial owner or (ii) to forward a duly executed proxy from the
registered holder authorizing the beneficial holder to execute and deliver
a Consent with respect to the Notes on behalf of such registered holder. A
form of proxy that may be used for such purpose is included in the form of
Consent. For purposes of this Consent Solicitation Statement/Prospectus,
(i) the term "record holder" or "registered holder" shall be deemed to
include DTC participants and (ii) DTC has authorized DTC Participants to
execute Consents as if they were registered holders.
Giving a Consent will not affect a registered holder's right to
sell or offer the Notes. All Consents received prior to the Expiration
Date and not revoked prior to the Effective Time will be effective
notwithstanding a record transfer of such Notes subsequent to the Record
Date, unless the registered holder of such Notes as of the Record Date
revokes such Consent prior to the Effective Time by following the
procedures set forth under "Revocation of Consents" below.
HOLDERS OF NOTES AS OF THE RECORD DATE WHO WISH TO CONSENT
SHOULD MAIL, HAND DELIVER, SEND BY OVERNIGHT COURIER OR FACSIMILE
(CONFIRMED BY THE EFFECTIVE TIME BY PHYSICAL DELIVERY) THEIR PROPERLY
COMPLETED AND EXECUTED CONSENTS TO OUTLET AT THE ADDRESS SET FORTH ON THE
BACK COVER PAGE HEREOF AND ON THE CONSENT IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH HEREIN AND THEREIN. CONSENTS SHOULD BE DELIVERED TO
OUTLET, NOT TO GE OR THE TRUSTEE. HOWEVER, OUTLET RESERVES THE RIGHT TO
ACCEPT ANY CONSENT RECEIVED BY GE OR THE TRUSTEE.
UPON EXECUTION OF THE SUPPLEMENTAL INDENTURE, OUTLET WILL
PROVIDE FOR THE EXCHANGE OF NOTES FOR AMENDED NOTES ENDORSED WITH THE
GUARANTEE.
REGISTERED HOLDERS SHOULD NOT TENDER OR DELIVER NOTES AT THIS
TIME.
All Consents that are properly completed, signed and delivered
to Outlet, and not revoked prior to the Effective Time, will be given
effect in accordance with the specifications thereof. Holders who desire
to consent to the Proposed Amendment should mark the "For" box on, and
complete, sign and date, the Consent included herewith and mail, deliver,
send by overnight courier or facsimile (confirmed by the Effective Time by
physical delivery) the signed consent to Outlet at the address listed on
the back cover page of this Consent Solicitation Statement/Prospectus and
on the Consent, all in accordance with the instructions contained herein
and therein. If none of the boxes on the Consent are marked, but the
Consent is otherwise properly completed and signed, the registered holder
will be deemed to have consented to the Proposed Amendment.
Consents by the registered holder(s) of Notes as of the Record
Date must be executed in exactly the same manner as such registered
holder(s) name(s) appear(s) on the Notes. If Notes to which a Consent
relates are held of record by two or more joint holders, all such holders
must sign the Consent. If a Consent is signed by a trustee, partner,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, such person must so indicate when signing and must submit with
the Consent form appropriate evidence of authority to execute the Consent.
In addition, if a Consent relates to less than the total principal amount
of Notes registered in the name of such registered holder, the registered
holder must list the serial numbers and principal amount of Notes
registered in the name of such holder to which the Consent relates. If
Notes are registered in different names, separate Consents must be executed
covering each form of registration. If a Consent is executed by a person
other than the registered holder, then it must be accompanied by the proxy
set forth on the form of Consent duly executed by the registered holder.
The registered ownership of a Note as of the Record Date shall
be proved by the Trustee, as registrar of the Notes. All questions as to
the validity, form and eligibility (including time of receipt) regarding
the Consent procedures will be determined by Outlet in its sole discretion,
which determination will be conclusive and binding subject only to such
final review as may be prescribed by the Trustee concerning proof of
execution and of ownership. Outlet reserves the right to reject any or all
Consents that are not in proper form or the acceptance of which could, in
the opinion of Outlet or its counsel, be unlawful. Outlet also reserves
the right, subject to such final review as the Trustee prescribes for proof
of execution and ownership, to waive any defects or irregularities in
connection with deliveries of particular Consents. Unless waived, any
defects or irregularities in connection with deliveries of Consents must be
cured within such time as Outlet determines.
<PAGE>
22
None of GE or Outlet or any of their affiliates, the Trustee or any other
person shall be under any duty to give any notification of any such defects
or irregularities or waiver, nor shall any of them incur any liability for
failure to give such notification. Deliveries of Consents will not be
deemed to have been made until any irregularities or defects therein have
been cured or waived. Outlet's interpretations of the terms and conditions
of this Solicitation shall be conclusive and binding.
REVOCATION OF CONSENTS
Each properly completed and executed Consent will be counted,
notwithstanding any transfer of the Notes to which such Consent relates,
unless the procedure for revoking Consents described below has been
followed.
Prior to the Effective Time, any registered holder of Notes as
of the Record Date may revoke any Consent given as to its Notes or any
portion of such Notes (in integral multiples of $1,000). A registered
holder of Notes desiring to revoke a Consent must, prior to the Effective
Time, deliver to Outlet at the address set forth on the back cover page of
this Consent Solicitation Statement/Prospectus and on the Consent a written
revocation of such Consent (which may be in the form of a subsequent
Consent marked with a specification, i.e., "For" or "Against", different
than that set forth on the Consent as to which the revocation is being
given) containing the name of such registered holder, the serial numbers of
the Notes to which such revocation relates, the principal amount of Notes
to which such revocation relates and the signature of such registered
holder.
The revocation must be executed by such registered holder in
the same manner as the registered holder's name appears on the Consent to
which the revocation relates. If a revocation is signed by a trustee,
partner, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, such person must so indicate when signing and must submit with
the revocation appropriate evidence of authority to execute the revocation.
A revocation of the Consent shall be effective only as to the Notes listed
on the revocation and only if such revocation complies with the provisions
of this Consent Solicitation Statement/Prospectus. Only a registered
holder of Notes as of the Record Date as reflected in the register of the
Trustee is entitled to revoke a Consent previously given. A beneficial
owner of Notes who is not the registered holder as of the Record Date of
such Notes must arrange with the registered holder to execute and deliver
to Outlet on such beneficial owner's behalf, or to such beneficial owner
for forwarding to Outlet by such beneficial owner, either (i) a revocation
of any consent already given with respect to such Notes or (ii) a duly
executed proxy from the registered holder authorizing such beneficial
holder to act on behalf of the registered holder as to such Consent.
A revocation of a Consent may only be rescinded by the
execution and delivery of a new Consent, in accordance with the procedures
herein described by the holder who delivered such revocation.
Outlet reserves the right to contest the validity of any
revocation and all questions as to validity (including time of receipt) of
any revocation will be determined by Outlet in its sole discretion, which
determination will be conclusive and binding subject only to such final
review as may be prescribed by the Trustee concerning proof of execution
and ownership. None of Outlet, GE, any of their affiliates, the Trustee or
any other person will be under any duty to give notification of any defects
or irregularities with respect to any revocation nor shall any of them
incur any liability for failure to give such notification.
CONDITIONS OF THE SOLICITATION
Consents will become irrevocable at the Effective Time, which
will not be prior to the Expiration Date. Subject to the satisfaction of
certain conditions described below, promptly after the Expiration Date, the
Trustee, Outlet and GE will execute the Supplemental Indenture, which will
be effective upon its execution. Execution of the Supplemental Indenture
is conditioned upon (i) the receipt of the Requisite Consents and (ii) at
the election of Outlet, the absence of any law or regulation which would,
and the absence of any injunction or action or other proceeding (pending or
threatened) which (in the case of any action or proceeding, if adversely
determined) would, make unlawful or invalid or enjoin the implementation of
the Proposed Amendment, the entering into of the Supplemental Indenture or
the payment of the Consent Fee or question the legality or validity
thereof. The Solicitation may be abandoned by Outlet
<PAGE>
23
at any time prior to the execution of the Supplemental Indenture, for any
reason, in which case Consents will be voided, no Consent Fee will be paid
and the Guarantee will not be issued.
NO SOLICITING AGENT
Neither Outlet nor GE will pay or give directly or indirectly
any commission or other remuneration to any soliciting agent or other
person in connection with the Solicitation. Outlet and GE will solicit
Consents and will attempt to respond to inquiries of holders of Notes.
Requests for additional copies of this Consent Solicitation
Statement/Prospectus or the form of Consent may be directed to Outlet at
its address and telephone number set forth on the back cover of this
Consent Solicitation Statement/Prospectus.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary of the material federal income tax
consequences of the Consent Solicitation is for general information only.
It is based upon provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the applicable Treasury Regulations promulgated and
proposed thereunder, judicial authority and current administrative rulings
and practice, all of which are subject to change, possibly on a retroactive
basis. This discussion does not purport to address all aspects of federal
income taxation that may be relevant to particular holders in light of
their individual circumstances or to certain types of holders subject to
special treatment under the Code (for example, insurance companies, tax-
exempt organizations, financial institutions, dealers in securities,
foreign corporations, nonresident alien individuals, employee stock
ownership plans, individual retirement and other tax-deferred accounts, and
persons who hold the Notes as a hedge, who have otherwise hedged the risk
of holding Notes, who held the Notes as part of a straddle with other
investments, or who hold the Notes in connection with a conversion
transaction), nor does it discuss any aspect of state, local or foreign
taxation or estate and gift tax considerations. This discussion assumes
that the Notes are held as capital assets (as defined by the Code) by the
holder thereof.
This summary is based in part on certain proposed regulations
addressing the treatment of modifications of debt instruments (the
"Proposed Regulations"). The Proposed Regulations are proposed to be
effective for debt instruments occurring after their issuance in final
form, accordingly, by their terms they will not apply to the Consent
Solicitation, although they are indicative of the position of the Internal
Revenue Service with regard to their subject matter. In any event, prior
to their issuance in temporary or final form, the Proposed Regulations have
no binding effect and may be withdrawn or revised at any time on a
retroactive basis, which could change the consequences described below.
Because of the absence of final Treasury Regulations, however, no opinion
is expressed as whether the Proposed Amendment and the Guarantee and the
payment of the Consent Fee result in a deemed exchange for federal income
tax purposes. Further, because of the lack of direct authority concerning
the issue, no opinion is expressed as to the federal income tax consequence
of the receipt of the Consent Fee. Further, no ruling has been requested
from the Internal Revenue Service regarding the tax consequences of the
Proposed Amendment and the Guarantee and payment of the Consent Fee. No
assurance can be given that the positions intended to be taken by GE and
Outlet described below will be accepted by the Internal Revenue Service.
CONSEQUENCES OF THE CONSENT SOLICITATION
Although the issue is not free from doubt, GE and Outlet intend
to take the position that the adoption of the Proposed Amendment and the
Guarantee and the payment of the Consent Fee will not constitute
significant modifications of the terms of the Notes, and therefore will not
result in a deemed exchange of the Notes for federal income tax purposes.
Under the Proposed Regulations, a modification of a debt instrument that
changes the annual yield of the debt instrument will constitute a
significant modification at the date of such modification if the annual
yield of the debt instrument after the modification, measured from the date
of the agreement to the final maturity date, varies from the annual yield
on the original unmodified debt instrument by more than 0.25 percent.
Calculation of such yield is to take into account both accrued and unpaid
interest at such date and any payment, such as the Consent Fee, given as
consideration for the modification. Based on the Proposed Regulations,
payment of the Consent Fee should not result in a significant modification
of the terms of the Notes for federal income tax purposes. Further, under
the Proposed Regulations, the addition of a guarantee is not a significant
modification unless the guarantor is, in substance, substituted as the
obligor on the debt instrument and is intended to circumvent the rule that
treats a change in obligor of a recourse debt instrument (other than a
change in obligor in
<PAGE>
24
connection with certain reorganizations) as a significant modification. GE
and Outlet intend to take the position that the Guarantee and the adoption
of the Proposed Amendment does not result in a significant modification of
the terms of the Notes for federal income tax purposes. In that event,
except as set forth below with respect to the Consent Fee, the transactions
contemplated by the Consent Solicitation should not result in any federal
income tax consequences to a holder of Notes.
ALTERNATE TREATMENT
If the transactions contemplated by the Consent Solicitation
were to constitute a significant modification of the Notes for federal
income tax purposes, then the Notes would be deemed exchanged for new notes
(the "New Notes") for federal income tax purposes. If the Notes or the New
Notes do not constitute securities for federal income tax purposes, a
holder would recognize gain or loss in an amount equal to the difference
between (i) the trading price of the New Note on the date of the deemed
exchange (plus the amount of the Consent Fee received, if such amount is
treated as additional consideration for the Note as discussed below and
(ii) the holder's adjusted tax basis in the Note deemed exchanged
therefore. The determination of "security" status is generally made by
reference to the term of the debt instrument (i.e., the original term in
the case of the Notes and the remaining term in the case of the New Notes),
with debt instruments with terms of ten years or more generally being
treated as securities and debt instruments with terms of less than five
years generally not being treated as securities. Although not entirely
clear, for that purpose the term of the New Notes will likely be treated as
the period remaining term to the first call date, which is July, 1998. In
that case, the New Notes would probably not be considered securities and
the amount of taxable gain could be significant if, as expected, the New
Notes trade above par on the date of the deemed exchange. Except to the
extent treated as accrued interest not previously includible in income or
ordinary income under the market discount rules, such gain or loss
generally would be long-term capital gain or loss if the holding period of
the Note exceeded one year. A holder's initial tax basis in the New Note
would be the trading price of the New Note on the date of the deemed
exchange, and the holding period of the New Note would begin on the day
after the deemed exchange.
If the Notes and the New Notes are considered securities for
federal income tax purposes, the deemed exchange could be treated as a tax-
free recapitalization, in which case the holder would recognize gain (but
not loss) to the extent of the lesser of (i) the amount of the Consent Fee
received, if such amount is treated as additional consideration for the
Note as discussed below, and (ii) the gain realized on the deemed exchange.
The amount of gain realized by a holder on such deemed exchange would equal
the excess of (a) the trading price of the New Note on the date of the
deemed exchange (plus the amount of the Consent Fee received, if such
amount is treated as additional consideration for the Note as discussed
below) over (b) such holder's tax basis in the Note exchange therefor.
Except to the extent treated as ordinary income under the market discount
rules, recognized gain would generally be long-term capital gain if the
holding period of the Note exceeded one year. The holding period of a New
Note would include the holding period of the Note exchanged therefor.
If the adoption of the Proposed Amendment is treated as a
deemed exchange, a New Note would likely have a trading value greater than
its principal amount. In that event, holders should consult their tax
advisers regarding the potential application of rules relating to the
amortization of bond premium. The "issue price" of a New Note would equal
its trading price on the date of the deemed exchange.
CONSEQUENCES OF RECEIPT OF CONSENT FEE
There is no direct authority concerning the federal income tax
consequences of the receipt of the Consent Fee. GE and Outlet intend to
treat the Consent Fee for federal income tax purposes as a fee paid to
holders that grant consents pursuant to the Consent Solicitation.
Accordingly, GE and Outlet generally would be required to provide
information statements to consenting holders and to the Internal Revenue
Service, reporting the payment of the Consent Fee. If such treatment is
respected, a holder would recognize ordinary income equal to the amount of
cash received. Alternative federal income tax treatments of the Consent
Fee may be applicable. If, as discussed above, holders were treated as
exchanging their Notes for New Notes for federal income tax purposes, the
Consent Fee may be treated as additional consideration received in such
exchange. Alternatively, a consenting holder may be treated as
transferring a portion of its rights under the Note in exchange for the
Consent Fee, in which case such holder should be permitted to reduce its
adjusted tax basis in its Notes (to the extent thereof) by the amount of
the Consent Fee. Any such basis reduction would cause a consenting holder
to recognize additional gain (or smaller loss) on a sale or disposition of
the Notes.
BACKUP WITHHOLDING
Noteholders other than certain exempt recipients (such as
corporations) may be subject to backup withholding at the rate of 31% with
respect to the Consent Fee received by a holder pursuant to the Consent
Solicitation unless the holder (i) is a corporation or is otherwise exempt
and, when required, demonstrates this fact, or (ii) provides a correct
taxpayer identification number, certifies as to no loss of exemption from
backup withholding and otherwise complies with the applicable requirements
of the backup withholding rules. If backup withholding results in an
overpayment of taxes, a refund or credit may be obtained, provided the
required information is furnished to the Internal Revenue Service.
<PAGE>
25
WITHHOLDING FOR NON-U.S. HOLDERS
Although it is not entirely clear that such tax is applicable
to the Consent Fee, U.S. Federal withholding tax will be withheld from a
Consent Fee paid to a non-United States person (within the meaning of the
Code) at a 30% rate unless (i) such non-United States person is engaged in
the conduct of a trade or business in the United States to which the
receipt of the Consent Fee is effectively connected and provides a properly
executed IRS Form 4224 or (ii) a tax treaty between the United States and
the country of residence of the non-United States person eliminates or
reduces the withholding on other income and such non-United States person
provides a properly executed IRS Form 1001.
THE FOREGOING SUMMARY IS INCLUDED HEREIN SOLELY FOR GENERAL
INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. HOLDERS OF NOTES
SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC CONSEQUENCES
TO THEM OF THE CONSENT SOLICITATION INCLUDING THE APPLICABILITY OF STATE,
LOCAL, FOREIGN INCOME AND OTHER TAX LAWS.
LEGAL OPINION
Robert E. Healing, Corporate Counsel of GE, is passing upon the
legality of the Guarantee for GE. Mr. Healing, together with members of
his family, owns, has options to purchase and has other interests in shares
of common stock of GE.
EXPERTS
The financial statements of General Electric Company and
consolidated affiliates as of December 31, 1995 and 1994, and for each of
the years in the three-year period ended December 31, 1995, appearing in
General Electric Company's Annual Report on Form 10-K for the year ended
December 31, 1995, incorporated by reference herein, have been incorporated
herein in reliance on the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the December 31, 1995 financial
statements refers to a change in 1993 in the method for accounting for
postemployment benefits.
The consolidated financial statements of Outlet, included in
Outlet's Annual Report on Form 10-K for its fiscal year ended December 31,
1995 have been incorporated by reference in, and attached hereto as
Appendix III of this Consent Solicitation Statement/Prospectus in reliance
on the reports of Ernst & Young LLP, independent auditors, given on the
authority of said firm as experts in auditing and accounting.
<PAGE>
AI-1
APPENDIX I
PROPOSED AMENDMENTS TO THE INDENTURE
GOVERNING THE 10-7/8% SENIOR NOTES DUE 2003
OF OUTLET CORPORATION
The substantive text of the Proposed Amendments to the
Indenture is shown below, together with the corresponding provisions of the
Indenture, as currently in effect. The following is qualified in its
entirety by reference to the form of Supplemental Indenture and the
Indenture, copies of which have been filed as exhibits to the Registration
Statement of which this Consent Solicitation Statement/Prospectus forms a
part. Capitalized terms not otherwise defined in this Appendix I have the
meanings assigned in the Indenture.
<PAGE>
AI-2
SECTION 105 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 105. ACTS OF HOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive
in favor of the Trustee and the Company, if made in the manner provided in
this Section.
(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a
capacity other than such signer's individual capacity, such certificate or
affidavit shall also constitute sufficient proof of the signer's authority.
The fact and date of the execution of any such instrument or writing, or
the authority of the person executing the same, may also be proved in any
manner which the Trustee deems sufficient.
(c) The ownership of Notes shall be proved by the Note
Register.
(d) Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Note shall bind
every future Holder of the same Note and the Holder of any Note issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, suffered or omitted to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Note.
(e) The Company may, but shall not be obligated to, fix
a record date for the purpose of determining the Holders entitled to take
any action under this Indenture by vote or consent. Such record date shall
be the later of 30 days prior to the first solicitation of such consent or
vote or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 701 prior to such solicitation. If a record
date is fixed, those persons who were Holders of Notes at such record date
(or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such persons continue to be
Holders after such record date; PROVIDED, HOWEVER, that unless such vote or
consent is obtained from the Holders (or their duly designated proxies) of
the requisite principal amount of Notes that are Outstanding prior to the
date which is the 120th day after such record date, any such vote or
consent previously given shall automatically and without further action by
any Holder be cancelled and of no further effect.
(f) In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control
with the Company shall be disregarded and deemed not to be Outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes
which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Notes Outstanding at the time shall be
considered in any such determination.
SECTION 105 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 105. ACTS OF HOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided
by this indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company and/or the
Parent Guarantor, as the case may be. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee,
the Company and the Parent Guarantor, if made in the manner provided in
this Section.
(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a
capacity other than such signer's individual capacity, such certificate or
affidavit shall also constitute sufficient proof of the signer's authority.
The fact and date of the execution of any such instrument or writing, or
the authority of the person executing the same, may also be proved in any
manner which the Trustee deems sufficient.
(c) The ownership of Notes shall be proved by the Note
Register.
(d) Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Note shall bind
every future Holder of the same Note and the Holder of any Note issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, suffered or omitted to be done by the
Trustee, the Company or the Parent Guarantor in reliance thereon, whether
or not notation of such action is made upon such Note.
(e) The Company may, but shall not be obligated to, fix
a record date for the purpose of determining the Holders entitled to take
any action under this Indenture by vote or consent. Such record date shall
be the later of 30 days prior to the first solicitation of such consent or
vote or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 701 prior to such solicitation. If a record
date is fixed, those persons who were Holders of Notes at such record date
(or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such persons continue to be
Holders after such record date; PROVIDED, HOWEVER, that unless such vote or
consent is obtained from the Holders (or their duly designated proxies) of
the requisite principal amount of Notes that are Outstanding prior to the
date which is the 120th day after such record date, any such vote or
consent previously given shall automatically and without further action by
any Holder be cancelled and of no further effect.
(f) In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control
with the Company shall be disregarded and deemed not to be Outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes
which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Notes Outstanding at the time shall be
considered in any such determination.
SECTION 106 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 106. NOTICES, ETC., TO TRUSTEE AND COMPANY. Except as
otherwise provided in Article Five, any request, demand, authorization,
direction, notice, consent, waiver or other Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,
(1) the Trustee by any Holder, the Company or the
Representative for or the holders of any Senior Indebtedness shall be
sufficient for every purpose hereunder if in writing and (a) delivered in
person, (b)
<PAGE>
AI-3
delivered by telecopy or telex and sent by first class mail postage prepaid
or (c) delivered by overnight courier, to the Trustee at its Corporate
Trust Office, Attention: Corporate Trust and Agency Group, or
(2) the Company by the Trustee, by any Holder or the
Representative for or the holders of any Senior Indebtedness shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and (a) delivered in person, (b) delivered by
telecopy or telex or (c) delivered by overnight courier, to the Company,
addressed to it at 23 Kenney Drive, Cranston, Rhode Island 02920-4489, or
at any other address previously furnished in writing to the Trustee by the
Company, Attention: Chief Financial Officer.
Any such request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture shall be deemed to have been made, given or furnished: (a) if
delivered in person, when delivered; (b) if delivered by telecopy or telex,
on the date of transmission if transmitted on a Business Day before 4:00
p.m. or, if not, on the next succeeding Business Day; or (c) if delivered
by overnight courier, one Business Day after delivery to such courier.
SECTION 106 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 106. NOTICES, ETC., TO TRUSTEE, COMPANY AND PARENT
GUARANTOR. Except as otherwise provided in Article Five, any request,
demand, authorization, direction, notice, consent, waiver or other Act of
Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder, the Company, the Parent
Guarantor or the Representative for or the holders of any Senior
Indebtedness shall be sufficient for every purpose hereunder if in writing
and (a) delivered in person, (b) delivered by telecopy or telex and sent by
first class mail postage prepaid or (c) delivered by overnight courier, to
the Trustee at its Corporate Trust Office, Attention: Corporate Trust and
Agency Group, or
(2) the Company by the Trustee, by the Parent Guarantor,
by any Holder or the Representative for or the holders of any Senior
Indebtedness shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and (a) delivered in
person, (b) delivered by telecopy or telex or (c) delivered by overnight
courier, to the Company, addressed to it at 23 Kenney Drive, Cranston,
Rhode Island 02920-4489, or at any other address previously furnished in
writing to the Trustee by the Company, Attention: Chief Financial Officer,
with, in each case, a copy to the Parent Guarantor, to the attention of its
Treasurer, or
(3) the Parent Guarantor by the Trustee, by the Company,
by any Holder or the Representative for or the holders of any Senior
Indebtedness shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and (a) delivered in
person, (b) delivered by telecopy or telex or (c) delivered by overnight
courier, to the Parent Guarantor, addressed to General Electric Company,
Attention: Treasurer, 3135 Easton Turnpike, Fairfield, Connecticut 06431,
or at any other address previously furnished in writing to the Trustee by
the Parent Guarantor.
Any such request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture shall be deemed to have been made, given or furnished: (a) if
delivered in person, when delivered; (b) if delivered by telecopy or Telex,
on the date of transmission if transmitted on a Business Day before 4:00
p.m. or, if not, on the next succeeding Business Day, or (c) if delivered
by overnight courier, one Business Day after delivery to such courier.
<PAGE>
AI-4
SECTION 110 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 110. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Indenture and the Notes by the Company shall bind its
successors and assigns, whether so expressed or not.
SECTION 110 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 110. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Indenture, the Notes and the Parent Guarantee by the
Company or the Parent Guarantor, as the case may be, shall bind its
successors and assigns, whether so expressed or not.
SECTION 111 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 111. SEPARABILITY CLAUSE. In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
SECTION 111 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 111. SEPARABILITY CLAUSE. In case any provision in
this Indenture, in the Notes or in the Parent Guarantee, shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
SECTION 112 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 112. BENEFITS OF INDENTURE. Nothing in this Indenture
or in the Notes, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, any Paying Agent, the
holders of Senior Indebtedness and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.
SECTION 112 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 112. BENEFITS OF INDENTURE. Nothing in this
Indenture, in the Notes or in the Parent Guarantee, express or implied,
shall give to any Person, other than the parties hereto and their
successors hereunder, any Paying Agent, the holders of Senior Indebtedness
and the Holders, any benefit or any legal or equitable right, remedy or
claim under this Indenture.
SECTION 113 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 113. GOVERNING LAW. THIS INDENTURE AND THE NOTES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.
SECTION 113 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 113. GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE
PARENT GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS
PROVISIONS THEREOF.
SECTION 309 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 309. PERSONS DEEMED OWNERS. Prior to due presentment
of a Note for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Note is registered as the owner of such Note for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 308)
interest on such Note and for all other purposes whatsoever, whether or not
such Note be overdue,
<PAGE>
AI-5
and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.
SECTION 309 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 309. PERSONS DEEMED OWNERS. Prior to due presentment
of a Note for registration of transfer, the Company, the Parent Guarantor,
the Trustee and any agent of the Company, the Parent Guarantor or the
Trustee may treat the Person in whose name such Note is registered as the
owner of such Note for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 308) interest on such Note
and for all other purposes whatsoever, whether or not such Note be overdue,
and none of the Company, the Parent Guarantor, the Trustee or any agent of
the Company, the Parent Guarantor, the Trustee or any agent of the Company,
the Parent Guarantor or the Trustee shall be affected by notice to the
contrary.
SECTION 401 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. (a)
This Indenture shall cease to be of further effect (except that the
Company's obligations under 403, 404 and 607 shall survive) when all
Outstanding Notes theretofore authenticated and issued hereunder have been
delivered (other than any Notes which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section
307) to the Trustee for cancellation and the Company has paid all sums
payable hereunder and under the Notes.
(b) In addition to the provisions of Section 401(a), at the
Company's option, either (i) the Company shall be deemed to have been
Discharged from its obligations with respect to the Notes on the 91st day
after the applicable conditions set forth below have been satisfied or (ii)
the Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Sections 801, 1007, 1008, 1009, 1010,
1011, 1012, 1013 or 1014, or any Event of Default relating thereto, with
respect to the Notes at any time after the applicable conditions set forth
below have been satisfied:
(1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit
of the Holders (A) money, (B) U.S. Government Obligations, which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide (without any reinvestment of such interest or
principal), not later than one day before the due date of any payment,
money or (C) a combination of (A) and (B) in an amount sufficient, in the
opinion (with respect to (B) and (C) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee at or prior to the time of such deposit, to pay
and discharge each installment of principal of, and interest on, the
Outstanding Notes on the dates such installments of interest or principal
are due;
(2) no Default or Event of Default with respect to this
Indenture or the Notes shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit
will not result in a breach or violation of, or constitute a default under,
any other instrument to which the Company is a party or by which it is
bound, as evidenced to the Trustee in an Officers' Certificate delivered to
the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that (and containing no qualification and
no assumption, other than an assumption of fact customarily contained in
legal opinions) the Holders will not recognize income, gain or loss for
Federal income tax purposes as a result of the Company is exercise of its
option under this Section and will be subject to Federal income tax on the
same amount and in the same manner and at the same time as would have been
the case if such option had not been exercised, and, in the case of Notes
being Discharged, accompanied by a ruling (whether specific or general) to
that effect received from or published by the Internal Revenue Service (it
being understood that such Opinion shall also state that such ruling is
consistent with the conclusions reached in such Opinion);
(4) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Company's exercise of its option
under this provision will not result in any of the Company, the Trustee or
the trust created by the Company's deposit of funds pursuant to this
provision becoming or
<PAGE>
AI-6
being deemed to be an "investment company" under the Investment Company Act
of 1940, as amended;
(5) the Company shall have paid or duly provided for
payment of all amounts then due to the Trustee and Trustee's counsel
pursuant to Section 607;
(6) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture have been complied with; and
(7) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that (A) the trust funds will not be
subject to any rights of holders of Senior Indebtedness including, without
limitation, those arising under Article Twelve hereof and (B) after the
passage of 90 days after the deposit, the trust funds will not be subject
to the effect of any applicable Federal or State bankruptcy, insolvency or
similar law.
(c) The Company may make an irrevocable deposit pursuant to
this Section 401 only if at such time it is not prohibited from doing so
under the provisions of Section 1008 or Article Twelve and the Company
shall have delivered to the Trustee and any Paying Agent an Officers'
Certificate to that effect.
SECTION 401 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. (a)
This Indenture shall cease to be of further effect (except that the
Company's obligations under Sections 403, 404 and 607 and the Parent
Guarantor's obligations under Section 404 shall survive) when all
Outstanding Notes theretofore authenticated and issued hereunder have been
delivered (other than any Notes which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section
307) to the Trustee for cancellation and the Company or the Parent
Guarantor has paid all sums payable hereunder and under the Notes and the
Parent Guarantee.
(b) In addition to the provisions of Section 401(a), at the
Company's option, either (i) each of the Company and the Parent Guarantor
shall be deemed to have been Discharged from its obligations with respect
to the Notes and the Parent Guarantee on the 91st day after the applicable
conditions set forth below have been satisfied or (ii) the Company and the
Parent Guarantor shall cease to be under any obligation to comply with any
term, provision or condition set forth in Sections 801 and 1010, or any
Event of Default relating thereto, with respect to the Notes or the Parent
Guarantee at any time after the applicable conditions set forth below have
been satisfied:
(1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit
of the Holders (A) money, (B) U.S. Government Obligations, which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide (without any reinvestment of such interest or
principal), not later than one day before the due date of any payment,
money or (C) a combination of (A) and (B) in an amount sufficient, in the
opinion (with respect to (B) and (C)) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee at or prior to the time of such deposit, to pay
and discharge each installment of principal of, and interest on, the
Outstanding Notes on the dates such installments of interest or principal
are due;
(2) no Default or Event of Default with respect to this
Indenture or the Notes shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit
will not result in a breach or violation of, or constitute a default under,
any other instrument to which the Company or the Parent Guarantor is a
party or by which it is bound, as evidenced to the Trustee in an Officers'
Certificate delivered to the Trustee concurrently with such deposit;
(3) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that (and containing no qualification and
no assumption, other than an assumption of fact customarily contained in
legal opinions) the Holders will not recognize income, gain or loss for
Federal income
<PAGE>
AI-7
tax purposes as a result of the Company's exercise of its option under this
Section and will be subject to Federal income tax on the same amount and in
the same manner and at the same time as would have been the case if such
option had not been exercised, and, in the case of Notes being Discharged,
accompanied by a ruling (whether specific or general) to that effect
received from or published by the Internal Revenue Service (it being
understood that such Opinion shall also state that such ruling is
consistent with the conclusions reached in such Opinion);
(4) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Company's exercise of its option
under this Section will not result in any of the Company, the Parent
Guarantor, the Trustee or the trust created by the Company's or the Parent
Guarantor's deposit of funds pursuant to this Section becoming or being
deemed to be an "investment company" under the Investment Company Act of
1940, as amended;
(5) the Company or the Parent Guarantor shall have paid
or duly provided for payment of all amounts then due to the Trustee and
Trustee's counsel pursuant to Section 607;
(6) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture have been complied with; and
(7) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that (A) the trust funds will not be
subject to any rights of holders of Senior Indebtedness including, without
limitation, those arising under Article Twelve hereof and (B) after the
passage of 90 days after the deposit, the trust funds will not be subject
to the effect of any applicable Federal or State bankruptcy, insolvency or
similar law.
(c) The Company or the Parent Guarantor may make an
irrevocable deposit pursuant to this Section 401 only if at such time it is
not prohibited from doing so under the provisions of Article Twelve and the
Company shall have delivered to the Trustee and any Paying Agent an
Officers' Certificate to that effect.
SECTION 404 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 404. REINSTATEMENT. If the Trustee is unable to apply
any money or U.S. Government Obligations in accordance with Section 401 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's obligations under this
Indenture with respect to the Notes and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 401 until
such time as the Trustee is permitted to apply all such money or U.S.
Governmental Obligations in accordance with Section 401; PROVIDED, HOWEVER,
that if the Company has made any payment of interest on or principal of any
such Notes because of the reinstatement of the Company's obligations, the
Company shall be subrogated to the rights of the Holders to receive such
payment from the money or U.S. Governmental Obligations held by the
Trustee.
SECTION 404 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 404. REINSTATEMENT. If the Trustee is unable to apply
any money or U.S. Government Obligations in accordance with Section 401 by
reason of any legal proceeding or by reason or any order or judgment of any
court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's and the Parent Guarantor's
respective obligations under this Indenture with respect to the Notes and
the Parent Guarantee shall be revived and reinstated as though no deposit
had occurred pursuant to Section 401 until such time as the Trustee is
permitted to apply all such money or U.S. Governmental Obligations in
accordance with Section 401; PROVIDED HOWEVER, that if the Company or the
Parent Guarantor has made any payment of interest on or principal of any
such Notes because of the reinstatement of the Company's and the Parent
Guarantor's obligations, the Company and the Parent Guarantor shall be
subrogated to the rights of the Holders to receive such payment from the
money or U.S. Government Obligations held by the Trustee.
<PAGE>
AI-8
SECTIONS 501 AND 502 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 501. EVENTS OF DEFAULT. "Event of Default", wherever
used herein with respect to each of the Notes, means any one of the
following events (whatever the reason for such event and whether it shall
be voluntary or involuntary or be effected by operation of law, pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
(1) failure to pay any installment of interest on any
Note when due and payable, and the continuance of such Default for a period
of 30 days, whether or not such payment shall be prohibited by the
provisions of Article Twelve;
(2) failure to pay principal or premium, if any, on any
Note at its Maturity, upon repurchase (including pursuant to a Change of
Control Offer), redemption, acceleration or otherwise, whether or not such
payment shall be prohibited by the provisions of Article Twelve;
(3) failure to perform or comply with any covenant,
agreement or warranty in this Indenture (other than the obligations
specified in clauses (1) and (2) above) and continuance of such default or
breach for a period of 30 days after written notice thereof has been given
to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Notes
unless, with respect to the covenant contained in Section 1005, the failure
stated in the written notice cannot be corrected within 30 days and the
Company forthwith institutes action to correct the same and thereafter
diligently pursues the same thereafter until the failure is corrected;
(4) Indebtedness of the Company (other than the Notes)
or any Subsidiary of the Company, is not paid when due within the
applicable grace period or is accelerated by the holders thereof and, in
either case, the total amount of such unpaid or accelerated debt exceeds
$3,000,000, UNLESS (A) such holders shall have entered into one or more
binding forbearance or similar agreements pursuant to which such holders
agree to forbear from commencing legal proceedings against the Company or
such Subsidiary in respect of such failure to pay or such acceleration or
otherwise from exercising their remedies against the Company or such
Subsidiary arising therefrom and (B) such forbearance shall not have
expired, no such proceedings shall have been commenced and no such remedies
shall have been exercised;
(5) the entry by a court of competent jurisdiction of
one or more judgments, decrees or orders against the Company or any of its
Subsidiaries in an aggregate amount in excess of $1,000,000 or of any
material nonmonetary judgments, decrees or orders against the Company or
any of its Subsidiaries which remain unsatisfied or unstayed for a period
of 60 days;
(6) the entry of a decree or order for relief in respect
of the Company or any of its Subsidiaries by a court of competent
jurisdiction in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other Federal or State bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of
the Company or any such Subsidiary or of any substantial part of the
Property of the Company or any such Subsidiary, or ordering the winding up
or liquidation of the affairs of the Company or any such Subsidiary, and
the continuance of any such decree or order unstayed and in effect for a
period of 45 consecutive days after service thereof upon, or other actual
notice thereof to, the Company; or
(7) the commencement by the Company or any of its
Subsidiaries of a voluntary case under the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, or the consent by or to the
entry of an order for relief in an involuntary case under any such law or
to the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or any such
Subsidiary or of any substantial part of the Property of the Company or any
such Subsidiary, or the making by the Company or any such Subsidiary of an
assignment for the benefit of creditors, or the failure of the Company or
any such Subsidiary to pay its debts generally as they become due, or the
taking of measures by the Company or any such Subsidiary in furtherance of
any such action.
<PAGE>
AI-9
SECTION 502. ACCELERATION OF MATURITY;RESCISSION AND
ANNULMENT. Upon the occurrence of an Event of Default (other than an Event
of Default of the type described in Sections 501(6) and (7) above), either
the Trustee or the Holders of at least 25% in aggregate principal amount of
the outstanding Notes may declare the unpaid principal of, premium, if any,
and accrued and unpaid interest on all Notes then Outstanding to be due and
payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such
principal amount, and premium, if any, and accrued interest shall become
immediately due and payable, notwithstanding anything contained in this
Indenture or the Notes to the contrary, but subject to the provisions
limiting payment described under Article Twelve.
Upon the occurrence of an Event of Default of the type
described in Section 501(6) and (7) above, all unpaid principal of (and
premium, if any) and accrued interest on the Notes then Outstanding shall
IPSO FACTO become and be immediately due and payable, subject to prior
payment in full of all Senior Indebtedness, without any declaration or
other action on the part of the Trustee or any Holder.
At any time after a declaration of acceleration with respect to
the Notes has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Notes, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if
(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay
(A) all overdue installments of interest on all Notes,
(B) the principal of (and premium, if any, on) any Notes
that have become due otherwise than by such declaration of acceleration and
interest thereon at the rate then borne by the Notes,
(C) to the extent that payment of such interest is
lawful, interest on the Defaulted Interest at the rate then borne by the
Notes and
(D) all moneys paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel;
and
(2) all Events of Default with respect to such Notes,
other than the non-payment of the principal of Notes which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.
No such rescission shall affect any subsequent Default or impair any right
consequent thereon.
SECTIONS 501 AND 502 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 501. EVENTS OF DEFAULT. "Event of Default", wherever
used herein with respect to each of the Notes, means any one of the
following events (whatever the reason for such event and whether it shall
be voluntary or involuntary or be effected by operation of law, pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
(1) failure to pay any installment of interest on any
Note when due and payable, and the continuance of such Default for a period
of 30 days, whether or not such payment shall be prohibited by the
provisions of Article Twelve;
(2) failure to pay principal or premium, if any, of any
Note at its Maturity, upon repurchase (including pursuant to a Change of
Control Offer), redemption, acceleration or otherwise, whether or not such
payment shall be prohibited by the provisions of Article Twelve;
<PAGE>
AI-10
(3) failure on the part of the Company or the Parent
Guarantor, as the case may be, to perform or comply with any covenant,
agreement or warranty in this Indenture (other than the obligations
specified in clauses (1) and (2) above) and continuance of such default or
breach for a period of 60 days after the date on which written notice has
been given to the Company and the Parent Guarantor by the Trustee or to the
Company, the Parent Guarantor and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Notes;
(4) [Intentionally Omitted]
(5) [Intentionally Omitted]
(6) the entry of a decree or order for relief in respect
of the Company or the Parent Guarantor by a court of competent jurisdiction
in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other Federal or State bankruptcy, insolvency
or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Company
or the Parent Guarantor or of any substantial part of the Property of the
Company or the Parent Guarantor, or ordering the winding up or liquidation
of the affairs of the Company or the Parent Guarantor, and the continuance
of any such decree or order unstayed and in effect for a period of 45
consecutive days after service thereof upon, or other actual notice thereof
to, the Company or the Parent Guarantor, as the case may be; or
(7) the commencement by the Company or the Parent
Guarantor of a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or other similar law, or the consent by or to the entry of an
order for relief in an involuntary case under any such law or to the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or the Parent
Guarantor or of any substantial part of the Property of the Company or the
Parent Guarantor, or the making by the Company or the Parent Guarantor of
an assignment for the benefit of creditors, or the failure of the Company
or the Parent Guarantor to pay its debts generally as they become due, or
the taking of measures by the Company or the Parent Guarantor in
furtherance of any such action.
SECTION 502. ACCELERATION OF MATURITY;RESCISSION AND
ANNULMENT. Upon the occurrence of an Event of Default (other than an Event
of Default of the type described in Sections 501(6) and (7) above), either
the Trustee or the Holders of at least 25% in aggregate principal amount of
the Outstanding Notes may declare the unpaid principal of, premium, if any,
and accrued and unpaid interest on all Notes then Outstanding to be due and
payable immediately, by a notice in writing to the Company and the Parent
Guarantor (and to the Trustee if given by the Holders), and upon any such
declaration such principal amount, and premium, if any, and accrued
interest shall become immediately due and payable, notwithstanding anything
contained in this Indenture, the Notes or the Parent Guarantee to the
contrary, but subject to the provisions limiting payment described under
Article Twelve.
Upon the occurrence of an Event of Default of the type
described in Section 501(6) and (7) above, all unpaid principal of (and
premium, if any) and accrued interest on the Notes then Outstanding shall
IPSO FACTO become and be immediately due and payable, subject to prior
payment in full of all Senior Indebtedness, without any declaration or
other action on the part of the Trustee or any Holder.
At any time after a declaration of acceleration with respect to
the Notes has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Notes, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if
(1) the Company or the Parent Guarantor has paid or
deposited with the Trustee a sum sufficient to pay
(A) all overdue installments of interest on all Notes,
<PAGE>
AI-11
(B) the principal of (and premium, if any, on) any Notes
that have become due otherwise than by such declaration of acceleration and
interest thereon at the rate then borne by the Notes,
(C) to the extent that payment of such interest is
lawful, interest on the Defaulted Interest at the rate then borne by the
Notes and
(D) all moneys paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel;
and
(2) all Events of Default with respect to such Notes,
other than the non-payment of the principal of Notes which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.
No such rescission shall affect any subsequent Default or impair any right
consequent thereon.
SECTION 506 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 506. APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money on account of principal (premium, if any) or
interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee under
Section 607;
SECOND: To the payment of all Senior Indebtedness of the
Company to the extent required by Article Twelve;
THIRD: To the payment of the amounts then due and unpaid
for principal of (and premium, if any) and interest
on the Notes in respect of which or for the benefit
of which such money has been collected, ratably,
without preference or priority of any kind,
according to the amounts due and payable on such
Notes for principal (and premium, if any) and
interest, respectively; and
FOURTH: To the Company.
SECTION 506 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 506. APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money on account of principal (premium, if any) or
interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee
under Section 607;
SECOND: To the payment of all Senior Indebtedness of the
Company to the extent required by Article Twelve;
THIRD: To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and
interest on the Notes in respect of which or for
the benefit of which such money has been collected,
ratably, without preference or priority of any
kind, according to the amounts due and payable on
such Notes for principal (and premium, if any) and
interest, respectively; and
<PAGE>
AI-12
FOURTH: To the Company or the Parent Guarantor, to the
extent such moneys were provided thereby, their
respective successors or assigns or to whomsoever
may be lawfully entitled to receive the same, or as
a court of competent jurisdiction may direct.
SECTION 509 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case the Company, the Trustee and
the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.
SECTION 509 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case the Company, the Parent
Guarantor, the Trustee and the Holders shall, subject to any determination
in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been
instituted.
SECTION 611 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In
the event of an appointment hereunder of a successor Trustee, each such
successor Trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring
Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all Property and money held by such former Trustee hereunder,
subject to its lien, if any, provided for in Section 607.
(b) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers
and trusts referred to in paragraph (a) of this Section.
(c) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article and under the Trust Indenture
Act.
SECTION 611 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In
the event of an appointment hereunder of a successor Trustee, each such
successor Trustee so appointed shall execute, acknowledge and deliver to
the Company, the Parent Guarantor and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee but, on request
of the Company, the Parent Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all Property and money held by such
former Trustee hereunder, subject to its lien, if any, provided for in
Section 607.
<PAGE>
AI-13
(b) Upon request of any such successor Trustee, the
Company and the Parent Guarantor shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (a) of
this Section.
(c) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article and under the Trustee Indenture
Act.
SECTION 702(C) OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS....
(c) Each Holder of Notes, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor
the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance
with Section 702(b), regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason
of mailing any material pursuant to a request made under Section 702(b).
SECTION 702(C) OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS....
(c) Each Holder of Notes, by receiving and holding the
same, agrees with the Company, the Parent Guarantor and the Trustee that
none of the Company, the Parent Guarantor and the Trustee shall be held
accountable by reason of the disclosure of such information as to names and
addresses of Holders in accordance with Section 702(b), regardless of the
source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a
request made under Section 702(b).
SECTION 704 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 704. REPORTS BY THE COMPANY. The Company shall file
with the Trustee and shall provide, or at the Company's expense cause the
Trustee to provide, to all of the Holders, within 15 days after the Company
files them with the Commission, copies of its annual reports, quarterly
reports and other information, documents and reports ("reports") which the
Company is required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act or pursuant to the provisions of the Trust
Indenture Act. In the event the Company is not required to file any such
reports with the Commission, the Company shall file with the Trustee and
shall provide, or at the Company's expense cause the Trustee to provide, to
the Holders within 15 days after the time such reports would have been
required to be filed with the Commission, a report containing the
information which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act or pursuant
to Section 314 of the Trust Indenture Act if the Company were subject to
the reporting requirements of such Sections. The Company and any other
obligor on the Notes shall also comply with the other provisions of Section
314 of the Trust Indenture Act.
SECTION 704 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 704. REPORTS BY THE COMPANY AND THE PARENT GUARANTOR.
The Company shall file with the Trustee and shall provide, or at the
Company's expense cause the Trustee to provide, to all of the Holders,
within 15 days after the Company files them with the Commission, copies of
its annual reports, quarterly reports and other information, documents and
reports ("reports") which the Company is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act or pursuant
to the provisions of the Trust Indenture Act. The Company shall file with
the Trustee and shall provide, or at the Company's expense cause the
Trustee to provide, to all of the Holders, within 15 days after the Parent
Guarantor files them with the Commission, copies of reports which the
Parent Guarantor is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act. The Company and any other obligor
on the Notes shall also comply with the other provisions of Section 314 of
the Trust Indenture Act.
<PAGE>
AI-14
ARTICLE 8 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS. (a) The Company shall not, and shall not permit any Subsidiary to,
enter into any transaction or series of transactions, consolidate or merge
with or into any other entity (other than the merger of a Wholly Owned
Subsidiary of the Company with another Wholly Owned Subsidiary of the
Company or the merger of a Wholly Owned Subsidiary into the Company), or
sell, convey, assign, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets (determined on a
consolidated basis for the Company and its Subsidiaries taken as a whole),
unless:
(1) either (a) the Company shall be the continuing
corporation or (b) the entity (if other than the Company) formed by such
consolidation or into which the Company is merged or the entity that
acquires, by sale, assignment, conveyance, transfer, lease or disposition,
all or substantially all of the properties and assets of the Company as an
entirety shall be a corporation organized and validly existing under the
laws of the United States or any State thereof or the District of Columbia,
and shall expressly assume by a supplemental indenture, the due and
punctual payment of the principal of and premium, if any, and interest on
all the Notes and all other obligations of the Company pursuant to the
Indenture;
(2) immediately before and after giving effect to such
transaction or series of transactions on a PRO FORMA basis (including,
without limitation, any debt incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of
transactions), no Event of Default (and no event that, after notice or
lapse of time, or both, would become an Event of Default) shall have
occurred and be continuing;
(3) immediately after giving effect to any such
transaction or series of transactions on a PRO FORMA basis (including,
without limitation, any debt incurred or anticipated to be incurred in
connection with or in respect of such transactions or series of
transactions), the Company or the entity formed by such merger or
consolidation or to whom all or substantially all of the assets of the
Company are transferred (the "Surviving Entity"), as the case may be, could
incur at least $1.00 of additional debt pursuant to clause (iii) of the
definition of Permitted Indebtedness;
(4) immediately after giving effect to such transaction
or series of transactions on a PRO FORMA basis (including, without
limitation, any debt incurred or anticipated to be incurred in connection
with or in respect of such transaction or series of transactions), the
Company or the Surviving Entity, as the case may be, shall have a
Consolidated Net Worth equal to or greater than the Consolidated Net Worth
of the Company immediately prior to such transaction; and
(5) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel as specified in Section
801(b) below.
(b) In connection with any consolidation, merger,
transfer or lease contemplated by this Section 801, the Company shall
deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, transfer
or lease and the supplemental indenture in respect thereto comply with this
Article and that all conditions precedent herein provided for relating to
such transaction have been complied with.
SECTION 802. SURVIVING ENTITY SUBSTITUTED. Upon any
consolidation with or merger by the Company into any other Person, or any
conveyance, lease or transfer of the Property of the Company substantially
as an entirety in accordance with Section 801, the Surviving Entity formed
by such consolidation or into which the Company is merged or the successor
entity to which such conveyance, lease or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor had
been named as the Company herein, and thereafter the predecessor entity
shall be relieved of all obligations and covenants under this Indenture
and the Notes, EXCEPT for the obligation to pay the principal of (and
premium, if any) and interest on the Notes.
<PAGE>
AI-15
ARTICLE 8 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 801. COMPANY OR PARENT GUARANTOR MAY NOT CONSOLIDATE,
ETC., EXCEPT UNDER CERTAIN CONDITIONS. Each of the Company and the Parent
Guarantor covenants that it will not merge or consolidate with any other
corporation or sell, convey, transfer or otherwise dispose of all or
substantially all of its assets to any corporation, unless (i) either the
Company or the Parent Guarantor, as the case may be, shall be the
continuing corporation, or the successor corporation or other entity (if
other than the Company or the Parent Guarantor, as the case may be) shall,
by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation, expressly assume, in the case
of the Company, the due and punctual payment of the principal of and,
premium, if any, and interest, if any, on all the Notes, and the due and
punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed by the Company, and, in the case of the
Parent Guarantor, the due and punctual performance of the Parent Guarantee
and the due and punctual performance and observance of all of the covenants
and conditions of this Indenture to be performed by the Parent Guarantor,
and (ii) the Company, the Parent Guarantor or such successor corporation or
other entity, 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 condition. In the
event of any such sale, conveyance (other than by way of lease), transfer
or other disposition, the predecessor company may be dissolved, wound up
and liquidated at any time thereafter.
SECTION 802. SUCCESSOR CORPORATION TO BE SUBSTITUTED. 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 or other entity, such successor corporation or other
entity shall succeed to and be substituted for the Company or the Parent
Guarantor, as the case may be, with the same effect as if it had been named
herein as the Company or the Parent Guarantor, as the case may be, and the
Company or the Parent Guarantor, as the case may be, shall be relieved of
any further obligation under this Indenture and under the Notes and, in the
case of the Parent Guarantor, under the Parent Guarantee. Such successor
corporation or other entity thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company or the Parent
Guarantor, as the case may be, any or all of the Notes or the Parent
Guarantee issuable hereunder which theretofore shall not have been signed
by the Company or the Parent Guarantor, as the case may be, and delivered
to the Trustee; and, upon the order of such successor corporation or other
entity, instead of the Company or the Parent Guarantor, as the case may be,
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Notes
which previously shall have been signed and delivered by the officers of
the Company or the Parent Guarantor, as the case may be, to the Trustee for
authentication, and any Notes or the Parent Guarantee, as the case may be,
which such successor corporation or other entity thereafter shall cause to
be signed and delivered to the Trustee for that purpose. All the Notes or
the Parent Guarantee so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Notes or the Parent Guarantee,
as the case may be, theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes or the Parent
Guarantee, as the case may be, had been issued at the date of execution of
the Supplemental Indenture.
SECTION 803. DOCUMENTS TO BE GIVEN TRUSTEE. The Trustee,
subject to the requirements of Section 315 of the Trust Indenture Act and
Section 601, may receive an Officers' Certificate and an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article Eight.
SECTION 901 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without notice to or the consent of the Holders, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following
purposes:
(1) to evidence the succession of another Person to the
Company and the assumption by such successor of the covenants of the
Company herein and contained in the Notes;
(2) to add to the covenants of the Company, for the
benefit of the Holders of all of the Notes, or to surrender any right or
power herein conferred upon the Company;
<PAGE>
AI-16
(3) to add any additional Events of Default;
(4) to add or change any of the provisions of this
Indenture to the extent necessary to permit or facilitate the issuance of
Notes in bearer form, registrable as to principal, and with or without
interest coupons;
(5) to provide for uncertificated Notes in addition to
or in place of certificated Notes;
(6) to change or eliminate any of the provisions of this
Indenture, PROVIDED that any such change or elimination shall become
effective only when there is no Note Outstanding created prior to the
execution of such supplemental indenture which is entitled to the benefit
of such provision;
(7) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b);
(8) to secure the Notes;
(9) to cure any ambiguity or defects or to correct or
supplement any provision herein which may be inconsistent with any other
provision herein or to make any other provisions with respect to matters or
questions arising under this Indenture, PROVIDED that such actions shall
not adversely affect the interests of the Holders;
(10) to modify the restrictions on the Notes, and the
procedures for, resales and other transfers of the Notes to reflect any
change in applicable law or regulation (or the interpretation thereof) or
to provide alternative procedures in compliance with applicable law and
practices relating to the resale or other transfer of restricted securities
generally; or
(11) to comply with the requirements of the Commission
in order to effect or maintain the qualification of this Indenture under
the Trust Indenture Act.
SECTION 901 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without notice to or the consent of the Holders, the Company,
when authorized by a Board Resolution, the Parent Guarantor and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:
(1) to evidence the succession of another Person to the
Company or the Parent Guarantor, as the case may be, and the assumption by
such successor of the covenants of the Company or the Parent Guarantor, as
the case may be, herein and contained in the Notes or the Parent Guarantee,
as the case may be;
(2) to add to the covenants of the Company or the Parent
Guarantor, for the benefit of the Holders of all of the Notes, or to
surrender any right or power herein conferred upon the Company or the
Parent Guarantor;
(3) to add any additional Events of Default;
(4) to add or change any of the provisions of this
Indenture to the extent necessary to permit or facilitate the issuance of
Notes in bearer form, registrable as to principal, and with or without
interest coupons;
(5) to provide for uncertificated Notes in addition to
or in place of certificated Notes;
(6) to change or eliminate any of the provisions of this
Indenture, PROVIDED that any such change or elimination shall become
effective only when there is no Note Outstanding created prior to the
execution of such supplemental indenture which is entitled to the benefit
of such provision;
<PAGE>
AI-17
(7) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b);
(8) to secure the Notes and/or the Parent Guarantee;
(9) to cure any ambiguity or defects or to correct or
supplement any provision herein which may be inconsistent with any other
provision herein or to make any other provisions with respect to matters or
questions arising under this Indenture, PROVIDED that such actions shall
not adversely affect the interests of the Holders;
(10) to modify the restrictions on the Notes and the
Parent Guarantee, and the procedures for, resales and other transfers of
the Notes and the Parent Guarantee to reflect any change in applicable law
or regulation (or the interpretation thereof) or to provide alternative
procedures in compliance with applicable law and practices relating to the
resale or other transfer of restricted securities generally; or
(11) to comply with the requirements of the Commission
in order to effect or maintain the qualification of this Indenture under
the Trust Indenture Act.
SECTION 1004 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1004. CORPORATE EXISTENCE. Subject to Article Eight,
the Company shall do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence and the
corporate, partnership or other existence of each of its Subsidiaries, in
accordance with their respective organizational documents (as the same may
be amended from time to time) and its (and its Subsidiaries') rights
(charter and statutory), licenses and franchises; PROVIDED, HOWEVER, that
the Company shall not be required to preserve any such right, license or
franchise if the Board shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries taken as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders.
SECTION 1004 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1004. CORPORATE EXISTENCE. Subject to Article Eight,
the Company shall do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, in accordance
with its corporate charter and by-laws (as the same may be amended from
time to time) and its rights (charter and statutory), licenses and
franchises; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any such right, license or franchise if the Board shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole and that the
loss thereof is not disadvantageous in any material respect to the Holders.
SECTION 1005 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1005. MAINTENANCE OF PROPERTY. The Company shall
cause all Property used or useful in the conduct of its business or the
business of any of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment
of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all
times; PROVIDED, HOWEVER, that nothing in this Section shall prevent the
Company from discontinuing the operation or maintenance of any of such
Property if such discontinuance is, in the judgment of the Board, desirable
in the conduct of the business of the Company and its Subsidiaries and not
disadvantageous in any material respect to the Holders. Notwithstanding
anything to the contrary contained herein, the Company shall not make any
payment to a Subsidiary pursuant to this Section 1005 that would not be
permitted under Section 1008.
SECTION 1005 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1005. [INTENTIONALLY OMITTED.]
<PAGE>
AI-18
SECTION 1006 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS. The Company
shall, and shall cause each of its Subsidiaries to, pay or discharge or
cause to be paid or discharged, before the same shall become delinquent,
(1) all taxes, assessments and governmental charges levied or imposed upon
the Company or any of its Subsidiaries or upon the income, profits or
Property of the Company or any of its Subsidiaries and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law
become a Lien upon the Property of the Company or the Property of any of
its Subsidiaries; PROVIDED, HOWEVER, that the Company and its Subsidiaries
shall not be required to pay or discharge or cause to be paid or discharged
any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings and
for which adequate provision has been made. Notwithstanding anything to
the contrary contained herein, the Company shall not make any payment to a
Subsidiary pursuant to this Section 1006 that would not be permitted under
Section 1008.
SECTION 1006 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1006. [INTENTIONALLY OMITTED.]
SECTION 1007 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1007. LIMITATION ON TRANSACTIONS WITH AFFILIATES.
Subsequent to the date of this instrument, the Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, conduct any
business or enter into or suffer to exist any transaction or series of
related transactions (including, without limitation, the sale, transfer,
disposition, purchase, exchange or lease of assets, property or services)
with, or for the benefit of, any Affiliate of the Company unless (1) such
transaction or series of transactions is pursuant to a contractual
obligation incurred prior to the Issue Date or (2) such transaction or
series of transactions (A) is on terms that are no less favorable to the
Company or such Subsidiary, as the case may be, than would be available in
a comparable transaction on an arm's length basis with an unrelated third
party, and (B) with respect to a transaction or series of transactions
involving aggregate payments or value in excess of $1,000,000, the Company
delivers an Officers' Certificate to the Trustee certifying that such
transaction or series of transactions complies with clause (A) above and
such transaction or series of transactions was approved by a majority of
the independent members of the Board, PROVIDED, HOWEVER, that this covenant
shall not limit, or be applicable to, any transaction or series of related
transactions between the Company and any Subsidiary or between Subsidiaries
and PROVIDED FURTHER that no member of the Board of Directors shall lose
his or her status as an "independent" member thereof for purposes of this
Section 1007 solely by virtue of his or her nomination to the Board of
Directors pursuant to the Stockholders Agreement by an interested party
unless such member of the Board of Directors is an officer, director,
employee or partner of, or is otherwise affiliated with, such interested
party.
SECTION 1007 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1007. [INTENTIONALLY OMITTED.]
SECTION 1008 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1008. LIMITATION ON RESTRICTED PAYMENTS. The Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, (i) declare or pay any dividend on, or make any distribution in
respect of, or purchase, redeem or otherwise acquire or retire for value
any Capital Stock of the Company or any Affiliate of the Company, other
than the declaration or payment of dividends from a Subsidiary to the
Company or dividends payable solely in the Capital Stock (other than
Redeemable Capital Stock) of the Company or such Affiliate, as the case may
be, (ii) make any principal payment on, or redeem, repurchase, defease or
otherwise acquire or retire for value, prior to any scheduled principal
payment, scheduled sinking fund payment or other stated maturity, debt of
the Company or any Subsidiary which is subordinated in right of payment to
the Notes whether pursuant to its terms or by operation of law, or (iii)
make any Investment (other than Permitted Investments and Investments in
its Wholly Owned Subsidiaries or by a Wholly Owned Subsidiary of the
Company in one or more Wholly Owned Subsidiaries) in any Person (such
payments and investments described in clauses (i), (ii) and (iii),
collectively, "Restricted Payments") unless at the time of and after giving
effect to the proposed
<PAGE>
AI-19
Restricted Payment (the value of any such payment, if other than cash, to
be determined by the Board, whose determination shall be conclusive and
evidenced by a Board Resolution), (a) no Event of Default (and no event
that, after notice or lapse of time, or both, would become an Event of
Default) shall have occurred and be continuing, (b) the Company could incur
at least $1.00 of debt under clause (iii) of the definition of Permitted
Indebtedness, and (c) the aggregate amount of all Restricted Payments
declared or made after the Issue Date shall not exceed the sum of (A) the
remainder of (x) 100% of EBITDA of the Company accrued during the period
(treated as one accounting period) beginning on the last day of the fiscal
quarter of the Company immediately preceding the Issue Date and ending on
the last day of the Company's last fiscal quarter ending prior to the date
of such proposed Restricted Payment (or if such EBITDA shall be a deficit,
less 100% of such deficit), minus (y) the product of 1.7 times the
cumulative Consolidated Interest Expense during such period, plus (B) an
amount equal to the aggregate net cash proceeds received by the Company
from the issuance or sale (other than to an Affiliate of the Company) of
its capital stock (excluding Redeemable Capital Stock, but including
capital stock issued upon conversion of convertible debt and from the
exercise of options, warrants or rights to purchase capital stock (other
than Redeemable Capital Stock) of the Company); PROVIDED, HOWEVER, that the
foregoing provisions will not prevent the payment of any dividend within 60
days after the date of its declaration if at the date of its declaration
such payment would be permitted by such provisions.
"Permitted Investments" means:
(a) Obligations of the U.S. Government or certificates
of deposit or Eurodollar deposits in commercial banks having capital and
surplus of no less than $500,000,000 having a maturity of one year or less;
(b) Commercial paper issued by an issuer rated at least
A-1 or the equivalent thereof by Standard & Poor's Corporation or P-1 or
the equivalent thereof by Moody's Investors Services, Inc.; and
(c) Other Investments that do not exceed $2,000,000 at
any time outstanding.
SECTION 1008 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1008. [INTENTIONALLY OMITTED.]
SECTION 1009 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1009. LIMITATION ON INDEBTEDNESS. (a) The Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, incur any Indebtedness (including acquired debt) other than
Permitted Indebtedness.
"Permitted Indebtedness" means:
(i) Indebtedness outstanding at any time under
the Bank Credit Agreement (or any successor bank credit facility) not to
exceed $30,000,000 aggregate principal amount;
(ii) Indebtedness represented by the Notes;
(iii) Indebtedness incurred if, immediately after
giving effect to the Incurrence of such Indebtedness and the receipt and
application of the proceeds thereof, the Debt-to-Cash Flow Ratio would not
exceed 6.5 to 1;
(iv) Indebtedness owed by any Wholly Owned
Subsidiary to the Company or owed by the Company to any Wholly Owned
Subsidiary of the Company (provided that such Indebtedness is at all times
held by a Person which is a Wholly Owned Subsidiary of the Company);
PROVIDED, HOWEVER, that for purposes of this Section 1009, upon either (x)
the transfer or other disposition
<PAGE>
AI-20
by such Wholly Owned Subsidiary or the Company of any Indebtedness so
permitted to a Person other than the Company or another Wholly Owned
Subsidiary of the Company or (y) the sale, lease, transfer or other
disposition of shares of Capital Stock (including by consolidation or
merger) of such Wholly Owned Subsidiary to a Person other than the Company
or another such Wholly Owned Subsidiary, the provisions of this subsection
(iv) shall no longer be applicable to such Indebtedness and such
Indebtedness shall be deemed to have been Incurred at the time of the
transfer or disposition of such Indebtedness, or the sale, lease, transfer
or other disposition of such Capital Stock;
(v) Purchase Money Indebtedness and Capital Lease
Obligations whose Attributable Value will not exceed $5,000,000 at any one
time outstanding;
(vi) Indebtedness arising under Interest Rate
Protection Agreements;
(vii) Indebtedness Incurred in connection with a
repurchase of the Notes pursuant to Change of Control, provided that the
principal amount of such Indebtedness does not exceed 101% of the principal
amount of the Notes repurchased, and such Indebtedness (x) has an Average
Life to Stated Maturity equal to or greater than the remaining Average Life
to Maturity of the Notes, and (y) does not mature prior to the stated
maturity of the Notes;
(viii) Any renewals, extensions,
substitutions, refinancings or replacements of any Indebtedness incurred
pursuant to preceding clauses (i), (ii), (iii), and (v), above, and (ix),
below, provided that such renewal, extension, substitution, refunding,
refinancing or replacement does not (x) result in an increase in the
aggregate principal amount of the outstanding Indebtedness represented
thereby, (y) reduce the Average Life to Stated Maturity of such
Indebtedness, or (z) reduce the Stated Maturity of such Indebtedness, and
provided, further, that Subordinated Indebtedness must be renewed,
extended, substituted, refinanced or replaced with equally Subordinated
Indebtedness; and
(ix) Indebtedness not otherwise permitted to be
Incurred pursuant to subsections (i) through (viii) above, which, together
with any other outstanding Indebtedness Incurred pursuant to this
subsection (ix), has an aggregate principal amount not in excess of
$5,000,000 at any one time outstanding.
SECTION 1009 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1009. [INTENTIONALLY OMITTED.]
SECTION 1011 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1011. LIMITATION CONCERNING DISTRIBUTIONS OR
TRANSFERS BY SUBSIDIARIES. The Company shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, create, cause or suffer to
exist or become effective, or enter into any agreement with any person that
would cause to become effective, any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary of the Company to (a) pay
dividends, in cash or otherwise, or make any other distribution on or in
respect of its Capital Stock, (b) pay any debt owed to the Company or any
Subsidiary of the Company, (c) make loans or advances to the Company or any
Subsidiary of the Company, or (d) transfer any of its Property or assets to
the Company or any Subsidiary of the Company, except for encumbrances or
restrictions in existence as of the Issue Date.
<PAGE>
AI-21
SECTION 1011 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1011. [INTENTIONALLY OMITTED.]
SECTION 1012 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1012. LIMITATION ON ASSET SALES. (a) The Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, make any Asset Sale unless (i) the Company or such Subsidiary,
as the case may be, receives consideration at the time of such Asset Sale
at least equal to the Fair Market Value (evidenced by a resolution of the
Board) of the shares or assets sold or otherwise disposed of, and (ii) at
least 75% of such consideration consists of cash or cash equivalents.
Within 270 days after any Asset Sale, the Company or such Subsidiary, as
the case may be, may apply the net cash proceeds from such Asset Sale
(after paying or providing for the payment of taxes payable on account of
such Asset Sale) to (x) an investment in properties and assets (in the same
line of business) that replaces the properties and assets that were the
subject of such Asset Sale or (y) to a permanent reduction in the amount of
debt outstanding under the Bank Credit Agreement. Any such net cash
proceeds from any Asset Sale that are not used as provided in the preceding
sentence constitute "Excess Proceeds."
(b) Within 30 calendar days subsequent to the date when
the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company
shall make an offer to purchase (an "Excess Proceeds Offer"), from all
Holders of the Notes, an aggregate principal amount of Notes equal to the
Excess Proceeds, at a price in cash equal to 100% of the outstanding
principal amount thereof plus accrued interest, if any, to the purchase
date (the "Excess Proceeds Price"). The Company shall mail a notice to
each Holder of Notes and to the Trustee stating:
that the aggregate amount of Excess Proceeds exceeds $5,000,000, that an
Excess Proceeds Offer is being made pursuant to this Section 1012 and that
such Excess Proceeds offer is limited to the aggregate amount of Excess
Proceeds;
the aggregate amount of Excess Proceeds and that all Notes that are
timely tendered will be accepted for payment in multiples of $1,000 by the
Company, pro rata, based on the aggregate amount of Notes tendered up to
the aggregate amount of Excess Proceeds;
the Excess Proceeds Price and the repurchase date, which shall be no
earlier than 30 days nor later than 60 days after the date such notice is
mailed (the "Excess Proceeds Payment Date");
that any Note (or any portion thereof) not tendered will continue to
accrue interest;
that any Note (or any portion thereof) accepted by the Company for
payment pursuant to the Excess Proceeds offer will cease to accrue interest
after the Excess Proceeds Payment Date;
that any Holder electing to have a Note (or any portion thereof)
repurchased pursuant to an Excess Proceeds Offer will be required to
surrender the Note, with the form provided with such notice entitled
"Election of Holder Pursuant to Section 1012" (in the form set forth as
Exhibit C hereto) completed, to the Paying Agent at the address specified
in the notice on or prior to the close of business on the Excess Proceeds
Payment Date;
that any Holder will be entitled to withdraw such election if the Paying
Agent receives, not later than the close of business on the third Business
Day preceding the Excess Proceeds Payment Date, a telegram, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes the Holder delivered for repurchase and a statement that
such Holder is withdrawing the Holder's election to have such Notes
repurchased;
that any Holder that elects to have a portion of its Notes repurchased
must specify the principal amount that is being tendered for repurchase,
which principal amount must be in an integral multiple of $1000; and
<PAGE>
AI-22
any other information necessary to enable Holders to tender their Notes
(or any portion thereof) and to have such Notes repurchased pursuant to
this Section 1012.
(c) On the Excess Proceeds Payment Date, the Company
shall (i) accept for payment any Note (or portion thereof in $1,000
multiples) tendered pursuant to the Excess Proceeds Offer, pro rata, based
on the aggregate amount of Notes tendered up to the aggregate amount of
Excess Proceeds, (ii) deposit with the Paying Agent money sufficient to pay
the Excess Proceeds Price of any Note so accepted and (iii) deliver to the
Trustee each Note so accepted together with an Officers' Certificate that
states the aggregate principal amount of Notes tendered to and accepted by
the Company. The Paying Agent shall promptly mail to each Holder of Notes
so accepted payment in an amount equal to the Excess Proceeds Price
therefor. The Company shall publicly announce the results of the Excess
Proceeds Offer on or as soon as practicable after the Excess Proceeds
Payment Date. For purposes of this Section 1012, the Trustee shall act as
the Paying Agent.
(d) Notwithstanding the foregoing, if any Note (or any
portion thereof) accepted for payment shall not be so paid pursuant to the
provisions of this Section 1012, then, from the Excess Proceeds Payment
Date until the principal of and interest on such Note (or portion thereof)
is paid, interest shall be paid on the unpaid principal and, to the extent
permitted by law, on any accrued but unpaid interest thereon, in each case
at the rate then borne by such Note.
(e) Upon surrender of any Note tendered in part or
accepted by the Company in part, the Company shall execute, and the Trustee
shall authenticate and deliver, a new Note of any authorized denomination,
in an aggregate principal amount equal to the untendered portion of the
surrendered Note.
SECTION 1012 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1012. [INTENTIONALLY OMITTED.]
SECTION 1013 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1013. LIMITATION ON ISSUANCE AND SALE OF CAPITAL
STOCK OF SUBSIDIARIES. The Company (i) shall not permit any Subsidiary of
the Company to issue any stock (other than to the Company or a Wholly Owned
Subsidiary of the Company), and (ii) shall not permit any person (other
than the Company or a Wholly Owned Subsidiary of the Company) to own any
capital stock of any Subsidiary of the Company (other than directors'
qualifying shares), except for a sale of 100% of the capital stock of a
Subsidiary effected in accordance with the "Limitation on Asset Sales"
covenant contained in Section 1012 above.
SECTION 1013 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1013. [INTENTIONALLY OMITTED.]
SECTION 1014 OF THE INDENTURE AS CURRENTLY IN EFFECT
SECTION 1014. RESTRICTION ON INCURRENCE OF SENIOR
SUBORDINATED INDEBTEDNESS. The Company shall not Incur any Indebtedness
which ranks senior in right of payment to the Notes unless such
Indebtedness ranks PARI PASSU with Senior Indebtedness. For purposes of
this Section, Senior Indebtedness which is secured by a mortgage, deed of
trust, security interest or other lien and Senior Indebtedness which is
unsecured shall be deemed to rank PARI PASSU.
SECTION 1014 OF THE INDENTURE AS PROPOSED TO BE AMENDED
SECTION 1014. [INTENTIONALLY OMITTED.]
PROPOSED ARTICLE 13 TO THE INDENTURE
A new Article 13, Parent Guarantee of the Notes, is
proposed to be added to the Indenture. See Appendix II.
<PAGE>
AI-23
CERTAIN DEFINITIONS IN THE INDENTURE AS CURRENTLY IN EFFECT
"Asset Sale" means, with respect to any Person, any
direct or indirect sale, conveyance, transfer, lease or other disposition
(including, without limitation, by means of a Sale and Leaseback
Transaction) to any Person other than the Company or a Subsidiary, in one
transaction or a series of related transactions, of (i) any Capital Stock
of any Subsidiary of the Company or (ii) any other Property or asset of the
Company other than sales of Property or assets in the ordinary course of
business and consistent with past practices.
"Attributable Value" means, as to any particular lease
under which any Person is at the time liable other than a Capital Lease
Obligation, and at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the initial term thereof as determined in
accordance with GAAP, discounted from the last date of such initial term to
the date of determination at a rate per annum equal to the discount rate
which would be applicable to a Capital Lease obligation with like term in
accordance with GAAP. The net amount of rent required to be paid under any
such lease for any such period shall be the aggregate amount of rent
payable by the lessee with respect to such period after excluding amounts
required to be paid on account of insurance, taxes, assessments, utility,
operating and labor costs and similar charges. In the case of any lease
which is terminable by the lessee upon the payment of a penalty, such net
amount shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated. Attributable Value means, as to a
Capital Lease obligation under which any Person is at the time liable and
at any date as of which the amount thereof is to be determined, the
capitalized amount thereof that would appear on the face of a balance sheet
of such Person in accordance with GAAP.
"Average Life" means, as of any date of determination,
with respect to any debt security, the quotient obtained by dividing (i)
the sum of the products obtained by multiplying (x) the number of years
from such date of determination to the date of each successive scheduled
principal payment (including any sinking fund or mandatory redemption
payment requirements) of such debt security by (y) the amount of such
principal payment by (ii) the sum of all such principal payments.
"Consolidated Interest Expense" means, with respect to
any Person for any period, without duplication, (A) the sum of (i) the
aggregate amount of interest recognized by such Person and its Subsidiaries
in respect of Indebtedness of such Person and its Subsidiaries (including,
without limitation, all interest capitalized by such Person and its
Subsidiaries during such period, any amortization of debt discount and all
commissions, discounts and other fees and charges owed by such person and
its Subsidiaries with respect to letters of credit and bankers' acceptance
financing and the net costs associated with Interest Rate Protection
Agreements of each Person and its Subsidiaries), (ii) the aggregate amount
of the interest component of rentals in respect of Capital Lease
Obligations recognized by such Person and its Subsidiaries, during such
period, (iii) to the extent any debt of any Person is guaranteed by such
Person and its Subsidiaries, the aggregate amount of interest paid or
accrued by such other Person during such period attributable to any such
debt, (iv) preferred stock dividends in respect of preferred stock of
Subsidiaries held by Persons other than such Person or a Wholly Owned
Subsidiary thereof, and (v) the interest portion of any deferred payment
obligation, and less (B) to the extent included in (A) above, amortization
or write-off of deferred financing costs of such Person and its
Subsidiaries during such period and any charge related to any premium or
penalty paid in connection with redeeming or retiring any debt prior to its
stated maturity, with the foregoing amounts in the case of both (A) and (B)
above, as determined in accordance with GAAP as they would be applied on
the Issue Date.
"Consolidated Net Income" of any Person means, for any
period, the aggregate net income (or net loss, as the case may be) of such
Person and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP as they would be applied on the Issue Date;
PROVIDED that there shall be excluded therefrom, without duplication, (i)
gains and losses from Asset Sales or reserves relating thereto, (ii) items
(other than the tax benefit of the utilization of net operating loss
carryforwards or alternative minimum tax credits) classified as
extraordinary or non-recurring, (iii) the income or loss of any Person
other than the Person whose Consolidated Net Income is being determined or
any Subsidiary thereof, except such income will be included to the extent
of the amount of cash dividends or other distributions in respect of
Capital Stock thereof actually paid during such period by such Person and
received by any Person whose Consolidated Net Income is being determined or
<PAGE>
AI-24
any Subsidiary thereof out of funds legally available therefor, (iv) the
income (or loss) of any other Person accrued or attributable to any Person
prior to the date it becomes a Subsidiary of such Person or is merged into
or consolidated with such Person or any of its Subsidiaries or such other
Person's Property (or a portion thereof) is acquired by such Person or any
of its subsidiaries, (v) any non-cash charge resulting from the application
of Statement of Financial Accounting Standards No. 106 ("SFAS 106") to the
extent exceeding the cash payments for benefits covered by SFAS 106 for the
relevant period, and (vi) the net income of any Subsidiary of such Person
to the extent that the declaration of dividends or similar distributions by
that Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, law, rule or governmental
regulations applicable to that Subsidiary or its stockholders.
"Consolidated Net Worth" of any Person means, as of any
date, the sum of the Capital Stock and additional paid-in-capital plus
retained earnings (or minus accumulated deficit) of such Person and its
Subsidiaries, each as determined on a consolidated basis in accordance with
GAAP, plus amounts attributable to Redeemable Capital Stock of such Person
and its Subsidiaries.
"Debt-to-Cash Flow Ratio" means as of the Transaction
Date, the ratio of (i) the aggregate amount of Indebtedness of the Company
and its consolidated Subsidiaries (based upon the PRO FORMA amount of debt
of the Company and its Subsidiaries expected by the Company to be
outstanding on the Transaction Date) to (ii) the aggregate amount of EBITDA
of the Company and its consolidated Subsidiaries for the four fiscal
quarters for which financial information in respect thereof is available
immediately prior to the Transaction Date, PROVIDED that if the transaction
giving rise to the need to calculate the Debt-to-Cash Flow Ratio would have
the effect of increasing or decreasing EBITDA in the future, EBITDA shall
be calculated on a PRO FORMA basis as if such transaction had occurred on
the first day of the first quarter of the four fiscal quarters referred to
in clause (ii) of this definition, and if, during the same four fiscal
quarters, (x) the Company or any of its Subsidiaries shall have engaged in
any Asset Sale, EBITDA for such period shall be reduced by an amount equal
to the EBITDA (if positive), or increased by an amount equal to the EBITDA
(if negative), directly attributable to the assets which are the subject of
such Asset Sale for such period calculated on a PRO FORMA basis as if such
Asset Sale and any related retirement of debt had occurred on the first day
of such period, or (y) the Company or any of its Subsidiaries shall have
acquired any material assets out of the ordinary course of business, EBITDA
shall be calculated on a PRO FORMA basis as if such asset acquisition and
related financing had occurred on the first day of such period.
"Discharged" means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by, and
obligations under, the Notes and to have satisfied all the obligations
under this Indenture with respect to the Notes (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders to receive, from the trust funds
described in clause (B)(1) of Section 401, payment of the principal of and
the interest on the Notes when such payments are due, (B) the Company's
obligations with respect to the Notes under Sections 306, 307, 402, 610 and
1002 and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder including, without limitation, the provisions of Section
607.
"EBITDA" means, with respect to any Person for any
period, the sum for such Person for such period of Consolidated Net Income
plus, to the extent reflected in the income statement of such person for
such period from which Consolidated Net Income is determined, without
duplication, (i) Consolidated Interest Expense, (ii) income tax expense,
(iii) depreciation expense, (iv) amortization of intangibles expense and
(v) any charge related to any premium or penalty paid in connection with
redeeming or retiring any debt prior to its stated maturity.
"Excess Proceeds" has the meaning specified in Section
1012.
"Excess Proceeds Offer" has the meaning specified in
Section 1012.
"Exceeds Proceeds Payment Date" specified in Section
1012.
"Excess Proceeds Price" specified in Section 1012.
<PAGE>
AI-25
"Fair Market Value" means, with respect to the total
consideration received pursuant to any Asset Sale or any non-cash
consideration received by or to be paid to any Person, the fair market
value of such consideration as determined in good faith by the Board as
evidenced by a Board Resolution.
"Investment" means, with respect to any Person, directly
or indirectly, any advance, loan or capital contribution to, the purchase
of any stock, bonds, notes, debentures or other securities of, the
acquisition, by purchase or otherwise, of all or substantially all of the
business or assets or stock or other evidence of beneficial ownership of,
any Person or making of any investment in any Person. Investments shall
exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices and acquisitions of 100% of the
Capital Stock or substantially all of the operating assets of any
corporation engaged exclusively in media and communications businesses,
including broadcast television and radio, cable television, newspapers,
publishing, outdoor advertising, cellular telephone systems and related
businesses.
"Permitted Indebtedness" has the meaning assigned thereto
in Section 1009.
"Permitted Investments" has the meaning assigned thereto
in Section 1008.
"Purchase Money Indebtedness" means, as to any Person,
the Indebtedness of such Person Incurred and owing to a seller of Property
for all or part of the purchase price thereof.
"Restricted Payments" has the meaning specified in
Section 1008.
"Surviving Entity" has the meaning assigned thereto in
Section 801.
"Transaction Date" means the date of the transaction
giving rise to the need to calculate the Debt-to-Cash Flow Ratio.
CERTAIN DEFINITIONS IN THE INDENTURE AS PROPOSED TO BE AMENDED
"Discharged" means that each of the Company and the
Parent Guarantor shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Notes and the
Parent Guarantee and to have satisfied all the obligations under this
Indenture with respect to the Notes and the Parent Guarantee (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except (A) the rights of Holders to receive, from
the trust funds described in clause (B)(1) of Section 401, payment of the
principal of and the interest on the Notes when such payments are due, (B)
the Company's obligations with respect to the Notes under Sections 306,
307, 402, 610 and 1002 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder including, without limitation, the
provisions of Section 607;
CERTAIN DEFINITIONS IN THE INDENTURE TO BE DELETED IN THEIR ENTIRETY
"Asset Sale", "Attributable Value", "Average Life",
"Consolidated Interest Expense", "Consolidated Net Income", "Consolidated
Net Worth", "Debt-to-Cash Flow Ratio", "EBITDA", "Excess Proceeds", "Excess
Proceeds Offer", "Excess Proceeds Payment Date", "Excess Proceeds Price",
"Fair Market Value", "Investment", "Permitted Indebtedness", "Permitted
Investments", "Purchase Money Indebtedness", "Restricted Payment",
"Surviving Entity" and "Transaction Date".
NEW DEFINITIONS PROPOSED TO BE ADDED TO THE INDENTURE
"Parent Guarantee" means the Guarantee of the Parent
Guarantor of the Notes pursuant to Article Thirteen, whether or not such
Guarantee is endorsed on the Notes.
"Parent Guarantor" means General Electric Company, a New
York corporation as Guarantor of the Notes pursuant to Article Thirteen,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Parent Guarantor" shall mean
such successor Person.
<PAGE>
AII-1
APPENDIX II
ARTICLE 13
PARENT GUARANTEE OF NOTES
SECTION 1301. UNCONDITIONAL PARENT GUARANTEE. For value
received, the Parent Guarantor hereby unconditionally and irrevocably
guarantees to each Holder of a Note authenticated and delivered by the
Trustee the payment of the principal of and, premium, if any, and interest,
if any, on such Note as the same shall become due and payable after any
applicable grace period, whether at maturity or upon redemption,
declaration or otherwise. The Parent Guarantor agrees that as between the
Parent Guarantor and the Holders of the Notes or the Trustee, any payment
made on the Notes or to the Trustee by the Company or out of its assets
which, pursuant to Article Twelve, is required to be paid over to the
holders of Senior Indebtedness, shall not constitute a payment on the Notes
or to the Trustee but, instead, shall be treated for all purposes of the
Parent Guarantee as though such payment had not been made by the Company or
out of its assets. Until the holders of the Notes or the Trustee have
received, from the Company or out of its assets, or from the Parent
Guarantor, moneys which such Holders or the Trustee are entitled to retain
for their own account, equal in the aggregate to the unpaid principal
amount (including premium, if any) on the Notes plus all accrued and unpaid
interest thereon, the Parent Guarantor will remain liable on the Parent
Guarantee.
The Parent Guarantor hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, legality or
enforceability of such Note or this Indenture, the absence of any action to
enforce the same, the waiver or consent with respect to any provisions
thereof or hereof, the recovery of any judgment against the Company 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. The
Parent Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of merger or bankruptcy of the
Company, any right to require a proceeding first against the Company,
protest or notice with respect to such Note or the indebtedness evidenced
thereby and all demands whatsoever and covenants that the Parent Guarantee
will not be discharged except by complete performance of the obligations
contained in the Parent Guarantee.
The Parent Guarantor shall be subrogated to all rights of
a holder of a Note against the Company in respect of any amounts paid by
the Parent Guarantor pursuant to the provisions of the Parent Guarantee of
this Indenture; provided that the Parent 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 Notes shall have been paid in full or duly provided for.
Each Parent Guarantee constitutes a guarantee of payment
(and not of collection) and is unsecured and ranks equally and ratably with
all other unsecured and unsubordinated obligations of the Parent Guarantor.
No recourse for the payment of the Parent Guarantee, or
for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Parent
Guarantor in this Indenture or any indenture supplement thereto or in any
Parent Guarantee, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Parent
Guarantor or of any successor corporation, either directly or through the
Parent Guarantor of any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance of a Parent Guarantee by each Holder of a Note and as part of
the consideration for the issue of such Parent Guarantee, expressly waived
and released.
SECTION 1302. EXECUTION OF PARENT GUARANTEE. To
evidence its guarantee to the Holders and the Trustee, the Parent Guarantor
hereby agrees to execute a notation relating to the guarantee on each Note
authenticated and made available for delivery by the Trustee. The Parent
Guarantor hereby agrees that its Parent Guarantee set forth in Section 1301
shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Parent Guarantee.
<PAGE>
OUTLET BROADCASTING, INC.
SOLICITATION OF CONSENTS
TO AMENDMENT OF THE INDENTURE GOVERNING ITS 10-7/8%
SENIOR SUBORDINATED NOTES, DUE 2003
GENERAL ELECTRIC COMPANY
PROSPECTUS
Questions concerning the terms of the Solicitation should
be directed to Outlet at the telephone number set forth below. Deliveries
of Consents should be made to Outlet at the address or facsimile number set
forth below (facsimiles should be confirmed by physical delivery).
Requests for additional copies of this Consent Solicitation
Statement/Prospectus or the Consent should be directed to Outlet at the
telephone number and address set forth below.
-----------------------------------------
OUTLET BROADCASTING, INC.
c/o National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Attention: Robert Finnerty
Call Collect: (212) 664-4411
Facsimile: (212) 664-5233
-----------------------------------------
TABLE OF CONTENTS
PAGE PAGE
Available Information i Ratio of Earnings to Fixed 18
Charges
Incorporation of Certain i Capitalization 20
Documents by Reference
Summary 1 The Solicitation 20
Introduction 7 Certain Federal Income Tax 24
Consequences
The Companies 7 Legal Opinion 26
The Proposed Amendment 9 Experts 26
Description of The Guarantee 17 Appendix I AI-1
Selected Consolidated 18 Appendix II AII-1
Financial Information
<PAGE>
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of GE's By-Laws, as amended, provides as
follows:
The Company shall, to the fullest extent permitted by
applicable law as the same exists or may hereafter be in effect, indemnify
any person who is or was or has agreed to become a director or officer of
the Company and who is or was made or threatened to be made a party to or
is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Company to procure a judgment
in its favor and an action by or in the right of any other corporation of
any type or kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise, which such person is
serving, has served or has agreed to serve in any capacity at the request
of the Company, by reason of the fact that he or she is or was or has
agreed to become a director or officer of the Company, or is or was serving
or has agreed to serve such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid or to be paid in settlement, taxes or
penalties, and costs, charges and expenses, including attorney's fees
incurred in connection with such action or proceeding or any appeal
therein; provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii)
he or she personally gained in fact a financial profit or other advantage
to which he or she was not legally entitled. The benefits of this
Paragraph A shall extend to the heirs and legal representative of any
person entitled to indemnification under this paragraph.
The Company may, to the extent authorized from time to time by
the Board of Directors, or by a committee comprised of members of the Board
or members of management as the Board may designate for such purpose,
provide indemnification to employees or agents of the Company who are not
officers or directors of the Company with such scope and effect as
determined by the Board, or such committee.
The Company may indemnify any person to whom the Company is
permitted by applicable law to provide indemnification or the advancement
of expenses, whether pursuant to rights granted pursuant to, or provided
by, the New York Business Corporation Law or other rights created by (i) a
resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended
that these By-laws authorize the creation of other rights in any such
manner. The right to be indemnified and to the reimbursement or
advancement of expenses incurred in defending a proceeding in advance of
its final disposition authorized by this Paragraph C shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, By-laws, agreement,
vote of shareholders or disinterested directors or otherwise.
The right to indemnification conferred by Paragraph A shall,
and any indemnification extended under Paragraph B or Paragraph C may, be
retroactive to events occurring prior to the adoption of this Article XI,
to the fullest extent permitted by applicable law.
This Article XI may be amended, modified or repealed either by
action of the Board of Directors of the Company or by the vote of the
shareholders.
A director or officer of a corporation organized under
the New York Business Corporation Law is entitled, under specified
circumstances, to indemnification by the corporation against reasonable
expenses, including attorney's fees, incurred by him in connection with the
defense of a civil or criminal proceeding to which he has been made, or has
been threatened to be made, a party by reason of the fact that he was such
director or officer. In certain circumstances, indemnity is provided
against judgments, fines and amounts paid in settlement. Specific court
approval is required in some cases.
<PAGE>
II-2
The foregoing statement is subject to the detailed provisions of Sections
715, 717 and 721-726 of the New York Business Corporation Law.
The directors and officers of GE are insured under
officers and directors' liability insurance policies purchased by GE and,
in at least one instance, by an individual director on behalf of herself.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
2.1 Merger Agreement, dated as of August 2, 1995,
among National Broadcasting Company, Inc., CO
Acquisition Corporation and Outlet Communications,
Inc. (Incorporated by reference to Outlet's
Current Report on Form 8-K dated August 2, 1995).
4.1 Indenture dated as of July 8, 1993 between Outlet
and Bankers Trust Company, as Trustee.
(Incorporated by reference to Outlet's
Registration Statement on Form S-1 (File No. 33-
62292)).
*4.2 Form of Supplemental Indenture dated as of
__________, 1996 among Outlet, General Electric
Company, as Guarantor, and Bankers Trust Company,
as Trustee.
**5 Opinion of Robert E. Healing, Esq. regarding the
legality of the Guarantees of the 10-7/8% Senior
Notes due 2003, as amended, of Outlet.
*12 Statement Regarding Computation of Ratio of
Earnings to Fixed Charges.
*23.1 Consent of KPMG Peat Marwick LLP.
**23.2 Consent of Ernst & Young LLP
23.3 Consent of Robert E. Healing, Esq. (included in
Exhibit 5).
*24 Power of Attorney.
*25 Statement of Eligibility of Trustee on Form T-1.
*99 Form of Consent
___________________________________
* Filed herewith.
** To be filed by amendment.
(b) Financial Statement Schedules
Not Applicable
(c) Reports, Opinions or Appraisals
Not Applicable
<PAGE>
II-3
ITEM 22. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(iii) To include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if this Registration Statement is on Form S-4 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
The undersigned Registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.
The Registrant hereby undertakes that every prospectus
(i) that is filed pursuant to the paragraph immediately preceding, or (ii)
that purports to meet the requirements of Section 10(a)(3) of the
Securities Act, and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
II-4
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.
The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not
the subject of and included in the registration statement when it became
effective.
<PAGE>
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-4 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Fairfield, State of
Connecticut, on March 15, 1996.
GENERAL ELECTRIC COMPANY
By: /s/ Philip D. Ameen
----------------------------
Philip D. Ameen
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- ---------- ----------------------- ------
/s/ John F. Welch, Jr. Chairman of the Board
(Principal Executive
Officer and Director) March 15,1996
/s/ Dennis D. Dammerman Senior Vice President-
Finance (Principal
Financial Officer and Director) March 15,1996
/s/ Philip D. Ameen Vice President and Comptroller
(Principal Accounting Officer) March 15,1996
/s/ D. Wayne Calloway Director March 15,1996
/s/ Silas S. Cathcart Director March 15,1996
/s/ Paolo Fresco Director March 15,1996
<PAGE>
II-6
Signature Title Date
/s/ Claudio X. Gonzalez Director March 15,1996
/s/ Robert E. Mercer Director March 15,1996
/s/ Gertrude G. Michelson Director March 15,1996
/s/ John D. Opie Director March 15,1996
/s/ Barbara S. Prieskel Director March 15,1996
/s/ Andrew C. Sigler Director March 15,1996
/s/ Douglas A. Warner III Director March 15,1996
* By: /s/ Philip D. Ameen
Philip D. Ameen
Attorney-in-Fact March 15,1996
</TABLE>
<PAGE>
II-7
EXHIBIT INDEX
Sequentially
Number Description of Exhibit Numbered Page
2.1 Merger Agreement, dated as of August 2, 1995,
among National Broadcasting Company, Inc.,
CO Acquisition Corporation and Outlet
Communications, Inc. (Incorporated by reference
to Outlet's Current Report on Form 8-K dated
August 2, 1995).
4.1 Indenture dated as of July 8, 1993 between
Outlet and Bankers Trust Company, as Trustee.
(Incorporated by reference to Outlet's Registration
Statement on Form S-1 (File No. 33-62292)).
4.2 Form of Supplemental Indenture dated as
of ___________, 1996 among Outlet,
General Electric Company, as Guarantor,
and Bankers Trust Company, as Trustee.
5 Opinion of Robert E. Healing, Esq. regarding
the legality of the Guarantees of the 10-7/8%
Senior Notes due 2003, as amended, of Outlet.
12 Statement Regarding Computation of Ratio
of Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Robert E. Healing, Esq.
(included in Exhibit 5).
24 Power of Attorney.
25 Statement of Eligibility of Trustee
on Form T-1.
99 Form of Consent
- -----------------------------------------------------------------------------
OUTLET BROADCASTING, INC.,
Issuer
GENERAL ELECTRIC COMPANY,
Parent Guarantor
and
BANKERS TRUST COMPANY,
as Trustee
Supplemental Indenture
Dated as of ________ __, 1996
10-7/8% Guaranteed Senior Subordinated Notes due 2003
- -----------------------------------------------------------------------------
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of ________ __, 1996, among OUTLET
BROADCASTING, INC., a Rhode Island corporation (the "Company"), GENERAL
ELECTRIC COMPANY, a New York corporation (the "Parent Guarantor"), and Bankers
Trust, as trustee (the "Trustee").
RECITALS
The Company has duly authorized the creation of and issued its 10-
7/8% Senior Notes due 2003 (the "Notes"), duly authorized the execution and
delivery of the Indenture dated as of July 8, 1993, between the Company and
Bankers Trust Company (as amended and supplemented from time to time, the
"Indenture"), and has duly authorized the execution and delivery of this
Supplemental Indenture.
The Parent Guarantor has duly authorized the unconditional
guarantee of the Notes on the terms hereinafter set forth and has duly
authorized the execution and delivery of this Supplemental Indenture.
The Trustee has duly authorized the execution and delivery of the
Indenture and has duly authorized the execution and delivery of this
Supplemental Indenture.
Each party agrees to the following amendments to the Indenture:
ARTICLE ONE
Amendments
Section 1.1. AMENDMENTS TO SECTION 101. Section 101 of the
Indenture is hereby amended by (a) deleting therefrom the definitions of the
terms "Asset Sale", "Attributable Value", "Average Life", "Consolidated
Interest Expense", "Consolidated Net Income", "Consolidated Net Worth", "Debt-
to-Cash Flow Ratio", "EBITDA", "Excess Proceeds", "Excess Proceeds Offer",
"Excess Proceeds Payment Date", "Excess Proceeds Price", "Fair Market Value",
"Investment", "Permitted Indebtedness", "Permitted Investments", "Purchase
Money Indebtedness", "Restricted Payment", "Surviving Entity" and "Transaction
Date" in their entirety;
(b) deleting therefrom the definition of the defined term
"Discharged" in its entirety and substituting in lieu thereof the following
defined term:
"Discharged" means that each of the Company and the Parent
Guarantor shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Notes and the
Parent Guarantee and to have satisfied all the obligations under this
Indenture with respect to the Notes and the Parent Guarantee (and the
Trustee, at the expense of the Company, shall execute proper instruments
<PAGE>
acknowledging the same), except (A) the rights of Holders to receive,
from the trust funds described in clause (B)(1) of Section 401, payment
of the principal of and the interest on the Notes when such payments are
due, (B) the Company's obligations with respect to the Notes under
Sections 306, 307, 402, 610 and 1002 and (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder including, without
limitation, the provisions of Section 607;
(c) inserting therein, in appropriate alphabetical order, the
following new defined terms:
"Parent Guarantee" means the Guarantee of the Parent Guarantor of
the Notes pursuant to Article Thirteen, whether or not such Guarantee is
endorsed on the Notes.
"Parent Guarantor" means General Electric Company, a New York
corporation as Guarantor of the Notes pursuant to Article Thirteen,
until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Parent
Guarantor" shall mean such successor Person.
Section 1.2 AMENDMENT TO SECTION 105. Section 105 of the
Indenture is hereby amended by (a) deleting the phrase "to the Company" from
Section 105(a) and substituting therein the phrase "to the Company and/or the
Parent Guarantor, as the case may be," (b) deleting the phrase "conclusive in
favor of the Trustee and the Company" from Section 105(a) and substituting in
lieu thereof the phrase "conclusive in favor of the Trustee, the Company and
the Parent Guarantor" and (c) deleting the phrase "in respect of anything
done, suffered or omitted to be done by the Trustee or the Company in reliance
thereon" from Section 105(d) and substituting in lieu thereof the phrase "in
respect of anything done, suffered or omitted to be done by the Trustee, the
Company or the Parent Guarantor in reliance thereon."
Section 1.3. AMENDMENT TO SECTION 106. Section 106 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof, the following Section:
SECTION 106. NOTICES, ETC., TO TRUSTEE, COMPANY AND PARENT
GUARANTOR.
Except as otherwise provided in Article Five, any request,
demand, authorization, direction, notice, consent, waiver or other Act
of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder, the Company, the Parent
Guarantor or the Representative for or the holders of any Senior
Indebtedness shall be sufficient for every purpose hereunder if in
<PAGE>
writing and (a) delivered in person, (b) delivered by telecopy or telex
and sent by first class mail postage prepaid or (c) delivered by
overnight courier, to the Trustee at its Corporate Trust Office,
Attention: Corporate Trust and Agency Group, or
(2) the Company by the Trustee, by the Parent Guarantor, by
any Holder or the Representative for or the holders of any Senior
Indebtedness shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and (a)
delivered in person, (b) delivered by telecopy or telex or (c)
delivered by overnight courier, to the Company, addressed to it at
23 Kenney Drive, Cranston, Rhode Island 02920-4489, or at any
other address previously furnished in writing to the Trustee by
the Company, Attention: Chief Financial Officer, with, in each
case, a copy to the Parent Guarantor, to the attention of its
Treasurer, or
(3) the Parent Guarantor by the Trustee, by the Company, by
any Holder or the Representative for or the holders of any Senior
Indebtedness shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and (a)
delivered in person, (b) delivered by telecopy or telex or (c)
delivered by overnight courier, to the Parent Guarantor, addressed
to General Electric Company, Attention: Treasurer, 3135 Easton
Turnpike, Fairfield, Connecticut 06431, or at any other address
previously furnished in writing to the Trustee by the Parent
Guarantor.
Any such request, demand, authorization, direction, notice, consent,
waiver or other Act of Holders or other document provided or permitted
by this Indenture shall be deemed to have been made, given or furnished:
(a) if delivered in person, when delivered; (b) if delivered by telecopy
or Telex, on the date of transmission if transmitted on a Business Day
before 4:00 p.m. or, if not, on the next succeeding Business Day, or (c)
if delivered by overnight courier, one Business Day after delivery to
such courier.
Section 1.4. AMENDMENTS TO SECTIONS 110, 111, 112 AND 113.
Sections 110, 111, 112 and 113 of the Indenture are hereby amended by deleting
such Sections in their entirety and substituting in lieu thereof the following
Sections:
SECTION 110. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Indenture, the Notes
and the Parent Guarantee by the Company or the Parent Guarantor, as the
<PAGE>
case may be, shall bind its successors and assigns, whether so expressed
or not.
SECTION 111. SEPARABILITY CLAUSE.
In case any provision in this Indenture, in the Notes or in
the Parent Guarantee, shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
SECTION 112. BENEFITS OF INDENTURE.
Nothing in this Indenture, in the Notes or in the Parent
Guarantee, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Paying Agent, the
holders of Senior Indebtedness and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.
SECTION 113. GOVERNING LAW.
THIS INDENTURE, THE NOTES AND THE PARENT GUARANTEE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.
AMENDMENT TO SECTION 309. Section 309 of the Indenture is
hereby amended by deleting such Section in its entirety and substituting in
lieu thereof the following Section:
SECTION 309. PERSONS DEEMED OWNERS.
Prior to due presentment of a Note for registration of
transfer, the Company, the Parent Guarantor, the Trustee and any agent
of the Company, the Parent Guarantor or the Trustee may treat the Person
in whose name such Note is registered as the owner of such Note for the
purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 308) interest on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of
the Company, the Parent Guarantor, the Trustee or any agent of the
Company, the Parent Guarantor, the Trustee or any agent of the Company,
the Parent Guarantor or the Trustee shall be affected by notice to the
contrary.
<PAGE>
Section 1.6 AMENDMENT TO SECTION 401. Section 401 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 401. Satisfaction and Discharge of
INDENTURE.
(a) This Indenture shall cease to be of further effect
(except that the Company's obligations under Sections 403, 404 and 607
and the Parent Guarantor's obligations under Section 404 shall survive)
when all Outstanding Notes theretofore authenticated and issued
hereunder have been delivered (other than any Notes which shall have
been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 307) to the Trustee for cancellation and the
Company or the Parent Guarantor has paid all sums payable hereunder and
under the Notes and the Parent Guarantee.
(b) In addition to the provisions of Section 401(a), at
the Company's option, either (i) each of the Company and the Parent
Guarantor shall be deemed to have been Discharged from its obligations
with respect to the Notes and the Parent Guarantee on the 91st day after
the applicable conditions set forth below have been satisfied or (ii)
the Company and the Parent Guarantor shall cease to be under any
obligation to comply with any term, provision or condition set forth in
Sections 801 and 1010, or any Event of Default relating thereto, with
respect to the Notes or the Parent Guarantee at any time after the
applicable conditions set forth below have been satisfied:
(1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders (A) money, (B) U.S. Government Obligations,
which through the payment of interest and principal in respect
thereof in accordance with their terms will provide (without any
reinvestment of such interest or principal), not later than one
day before the due date of any payment, money or (C) a combination
of (A) and (B) in an amount sufficient, in the opinion (with
respect to (B) and (C)) of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee at or prior to the
time of such deposit, to pay and discharge each installment of
principal of, and interest on, the Outstanding Notes on the dates
such installments of interest or principal are due;
(2) no Default or Event of Default with respect to
this Indenture or the Notes shall have occurred and be continuing
on the date of such deposit or shall occur as a result of such
<PAGE>
deposit and such deposit will not result in a breach or
violation of, or constitute a default under, any other instrument
to which the Company or the Parent Guarantor is a party or by
which it is bound, as evidenced to the Trustee in an Officers'
Certificate delivered to the Trustee concurrently with such
deposit;
(3) the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that (and containing no
qualification and no assumption, other than an assumption of fact
customarily contained in legal opinions) the Holders will not
recognize income, gain or loss for Federal income tax purposes as
a result of the Company's exercise of its option under this
Section and will be subject to Federal income tax on the same
amount and in the same manner and at the same time as would have
been the case if such option had not been exercised, and, in the
case of Notes being Discharged, accompanied by a ruling (whether
specific or general) to that effect received from or published by
the Internal Revenue Service (it being understood that such
Opinion shall also state that such ruling is consistent with the
conclusions reached in such Opinion);
(4) the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Company's exercise of
its option under this Section will not result in any of the
Company, the Parent Guarantor, the Trustee or the trust created by
the Company's or the Parent Guarantor's deposit of funds pursuant
to this Section becoming or being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended;
(5) the Company or the Parent Guarantor shall have
paid or duly provided for payment of all amounts then due to the
Trustee and Trustee's counsel pursuant to Section 607;
(6) the Company shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for herein relating to the
satisfaction and discharge of this Indenture have been complied
with; and
(7) the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that (A) the trust funds will not be
subject to any rights of holders of Senior Indebtedness including, without
limitation, those arising under Article Twelve hereof and (B) after the
passage of 90 days after the deposit, the trust funds will not be subject to
the effect of any applicable Federal or State bankruptcy, insolvency or
similar law.
<PAGE>
(c) The Company or the Parent Guarantor may make an
irrevocable deposit pursuant to this Section 401 only if at such time it
is not prohibited from doing so under the provisions of Article Twelve
and the Company shall have delivered to the Trustee and any Paying Agent
an Officers' Certificate to that effect.
Section 1.7 AMENDMENT TO SECTION 404. Section 404 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting therefor the following Section:
SECTION 404. REINSTATEMENT.
If the Trustee is unable to apply any money or U.S.
Government Obligations in accordance with Section 401 by reason of any
legal proceeding or by reason or any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's and the Parent Guarantor's respective
obligations under this Indenture with respect to the Notes and the
Parent Guarantee shall be revived and reinstated as though no deposit
had occurred pursuant to Section 401 until such time as the Trustee is
permitted to apply all such money or U.S. Governmental Obligations in
accordance with Section 401; PROVIDED HOWEVER, that if the Company or
the Parent Guarantor has made any payment of interest on or principal of
any such Notes because of the reinstatement of the Company's and the
Parent Guarantor's obligations, the Company and the Parent Guarantor
shall be subrogated to the rights of the Holders to receive such payment
from the money or U.S. Government Obligations held by the Trustee.
Section 1.8 AMENDMENT TO SECTION 501. Section 501 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 501. EVENTS OF DEFAULT.
"Event of Default", wherever used herein with respect to each of
the Notes, means any one of the following events (whatever the reason
for such event and whether it shall be voluntary or involuntary or be
effected by operation of law, pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):
(1) failure to pay any installment of interest on
any Note when due and payable, and the continuance of such Default
for a period of 30 days, whether or not such payment shall be
prohibited by the provisions of Article Twelve;
(2) failure to pay principal or premium, if any, of
any Note at its Maturity, upon repurchase (including pursuant to a
Change of Control Offer), redemption, acceleration or otherwise,
whether or not such payment shall be prohibited by the provisions
of Article Twelve;
<PAGE>
(3) failure on the part of the Company or the Parent
Guarantor, as the case may be, to perform or comply with any
covenant, agreement or warranty in this Indenture (other than the
obligations specified in clauses (1) and (2) above) and
continuance of such default or breach for a period of 60 days
after the date on which written notice has been given to the
Company and the Parent Guarantor by the Trustee or to the Company,
the Parent Guarantor and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Notes;
(4) [Intentionally Omitted]
(5) [Intentionally Omitted]
(6) the entry of a decree or order for relief in
respect of the Company or the Parent Guarantor by a court of
competent jurisdiction in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other
Federal or State bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or the
Parent Guarantor or of any substantial part of the Property of the
Company or the Parent Guarantor, or ordering the winding up or
liquidation of the affairs of the Company or the Parent Guarantor,
and the continuance of any such decree or order unstayed and in
effect for a period of 45 consecutive days after service thereof
upon, or other actual notice thereof to, the Company or the Parent
Guarantor, as the case may be; or
(7) the commencement by the Company or the Parent
Guarantor of a voluntary case under the Federal bankruptcy laws,
as now or hereafter constituted, or any other applicable Federal
or State bankruptcy, insolvency or other similar law, or the
consent by or to the entry of an order for relief in an
involuntary case under any such law or to the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Company or the Parent Guarantor
or of any substantial part of the Property of the Company or the
<PAGE>
Parent Guarantor, or the making by the Company or the Parent
Guarantor of an assignment for the benefit of creditors, or the
failure of the Company or the Parent Guarantor to pay its debts
generally as they become due, or the taking of measures by the
Company or the Parent Guarantor in furtherance of any such action.
Section 1.9 AMENDMENT TO SECTION 502. Section 502 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 502. Acceleration of Maturity;
RESCISSION AND ANNULMENT.
Upon the occurrence of an Event of Default (other than an Event of
Default of the type described in Sections 501(6) and (7) above), either
the Trustee or the Holders of at least 25% in aggregate principal amount
of the Outstanding Notes may declare the unpaid principal of, premium,
if any, and accrued and unpaid interest on all Notes then Outstanding to
be due and payable immediately, by a notice in writing to the Company
and the Parent Guarantor (and to the Trustee if given by the Holders),
and upon any such declaration such principal amount, and premium, if
any, and accrued interest shall become immediately due and payable,
notwithstanding anything contained in this Indenture, the Notes or the
Parent Guarantee to the contrary, but subject to the provisions limiting
payment described under Article Twelve.
Upon the occurrence of an Event of Default of the type described
in Section 501(6) and (7) above, all unpaid principal of (and premium,
if any) and accrued interest on the Notes then Outstanding shall IPSO
FACTO become and be immediately due and payable, subject to prior
payment in full of all Senior Indebtedness, without any declaration or
other action on the part of the Trustee or any Holder.
At any time after a declaration of acceleration with respect to
the Notes has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Notes, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if
(1) the Company or the Parent Guarantor has paid or
deposited with the Trustee a sum sufficient to pay
(A) all overdue installments of interest
on all Notes,
<PAGE>
(B) the principal of (and premium, if
any, on) any Notes that have become due otherwise than by
such declaration of acceleration and interest thereon at the
rate then borne by the Notes,
(C) to the extent that payment of such
interest is lawful, interest on the Defaulted Interest at
the rate then borne by the Notes and
(D) all moneys paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel;
and
(2) all Events of Default with respect to such
Notes, other than the non-payment of the principal of Notes which
have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.
No such rescission shall affect any subsequent Default or impair any
right consequent thereon.
Section 1.10 AMENDMENT TO SECTION 506. Section 506 of the
Indenture shall be amended by deleting the clause "FOURTH: To the Company"
therein and substituting in lieu thereof the following clause:
FOURTH: To the Company or the Parent Guarantor, to
the extent such moneys were provided thereby, their respective
successors or assigns or to whomsoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may
direct.
Section 1.11. AMENDMENT TO SECTION 509. Section 509 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.
If the Trustee or any Holder has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every
such case the Company, the Parent Guarantor, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.
<PAGE>
Section 1.12. AMENDMENT TO SECTION 611. Section 611 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 611. Acceptance of Appointment by
SUCCESSOR.
(a) In the event of an appointment hereunder of a
successor Trustee, each such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company, the Parent Guarantor
and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee but, on request of the
Company, the Parent Guarantor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all Property and money held by such
former Trustee hereunder, subject to its lien, if any, provided for in
Section 607.
(b) Upon request of any such successor Trustee, the Company
and the Parent Guarantor shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in paragraph (a) of this
Section.
(c) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article and under the Trustee
Indenture Act.
Section 1.13. AMENDMENT TO SECTION 702(C). Section 702(c) of the
Indenture is hereby amended by deleting the phrase "agrees with the Company
and the Trustee that neither the Company nor the Trustee shall be held
accountable by reason of the disclosure of such information as to the names
and addresses of Holders in accordance with Section 702(b)" therefrom and
substituting therefor the phrase "agrees with the Company, the Parent
Guarantor and the Trustee that none of the Company, the Parent Guarantor and
the Trustee shall be held accountable by reason of the disclosure of such
information as to names and addresses of Holders in accordance with Section
702(b)."
Sectin 1.14. AMENDMENTS TO SECTION 704. Section 704 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
<PAGE>
SECTION 704. REPORTS BY THE PARENT GUARANTOR.
The Company shall file with the Trustee and shall provide,
or at the Company's expense cause the Trustee to provide, to all of the
Holders, within 15 days after the Parent Guarantor files them with the
Commission, copies of its annual reports, quarterly reports and other
information, documents and reports ("reports") which the Parent
Guarantor is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act.
Section 1.15. AMENDMENT TO ARTICLE EIGHT. Article Eight of the
Indenture is hereby amended by deleting such Article in its entirety and
substituting therefor the following Article:
ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
SECTION 801. Company or Parent
Guarantor May Not Consolidate, etc., Except
under CERTAIN CONDITIONS.
Each of the Company and the Parent Guarantor covenants that it
will not merge or consolidate with any other corporation or sell,
convey, transfer or otherwise dispose of all or substantially all of its
assets to any corporation, unless (i) either the Company or the Parent
Guarantor, as the case may be, shall be the continuing corporation, or
the successor corporation or other entity (if other than the Company or
the Parent Guarantor, as the case may be) shall, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the
Trustee by such corporation, expressly assume, in the case of the
Company, the due and punctual payment of the principal of and, premium,
if any, and interest, if any, on all the Notes, and the due and punctual
performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company, and, in the case of the
Parent Guarantor, the due and punctual performance of the Parent
Guarantee and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed by the
Parent Guarantor, and (ii) the Company, the Parent Guarantor or such
successor corporation or other entity, 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 condition. In the event of any such
sale, conveyance (other than by way of lease), transfer or other
disposition, the predecessor company may be dissolved, wound up and
liquidated at any time thereafter.
<PAGE>
SECTION 802. SUCCESSOR CORPORATION TO BE SUBSTITUTED.
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 or other entity, such successor
corporation or other entity shall succeed to and be substituted for the
Company or the Parent Guarantor, as the case may be, with the same
effect as if it had been named herein as the Company or the Parent
Guarantor, as the case may be, and the Company or the Parent Guarantor,
as the case may be, shall be relieved of any further obligation under
this Indenture and under the Notes and, in the case of the Parent
Guarantor, under the Parent Guarantee. Such successor corporation or
other entity thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company or the Parent Guarantor, as
the case may be, any or all of the Notes or the Parent Guarantee
issuable hereunder which theretofore shall not have been signed by the
Company or the Parent Guarantor, as the case may be, and delivered to
the Trustee; and, upon the order of such successor corporation or other
entity, instead of the Company or the Parent Guarantor, as the case may
be, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver
any Notes which previously shall have been signed and delivered by the
officers of the Company or the Parent Guarantor, as the case may be, to
the Trustee for authentication, and any Notes or the Parent Guarantee,
as the case may be, which such successor corporation or other entity
thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Notes or the Parent Guarantee so issued shall in
all respects have the same legal rank and benefit under this Indenture
as the Notes or the Parent Guarantee, as the case may be, theretofore or
thereafter issued in accordance with the terms of this Indenture as
though all of such Notes or the Parent Guarantee, as the case may be,
had been issued at the date of execution of the Supplemental Indenture.
SECTION 803. DOCUMENTS TO BE GIVEN TRUSTEE.
The Trustee, subject to the requirements of Section 315 of the
Trust Indenture Act and Section 601, may receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other
disposition, and any such assumption, comply with the provisions of this
Article Eight.
Section 1.16. AMENDMENT TO SECTION 901. Section 901 of the Indenture is
hereby amended by deleting such Section in its entirety and substituting in
lieu thereof the following Section:Section 1.16.
<PAGE>
SECTION 901. Supplemental Indentures
Without CONSENT OF HOLDERS.
Without notice to or the consent of the Holders, the
Company, when authorized by a Board Resolution, the Parent Guarantor and
the Trustee, at any time and from time to time, may enter into one or
more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to
the Company or the Parent Guarantor, as the case may be, and the
assumption by such successor of the covenants of the Company or
the Parent Guarantor, as the case may be, herein and contained in
the Notes or the Parent Guarantee, as the case may be;
(2) to add to the covenants of the Company or the
Parent Guarantor, for the benefit of the Holders of all of the
Notes, or to surrender any right or power herein conferred upon
the Company or the Parent Guarantor;
(3) to add any additional Events of Default;
(4) to add or change any of the provisions of this
Indenture to the extent necessary to permit or facilitate the
issuance of Notes in bearer form, registrable as to principal, and
with or without interest coupons;
(5) to provide for uncertificated Notes in addition
to or in place of certificated Notes;
(6) to change or eliminate any of the provisions of
this Indenture, PROVIDED that any such change or elimination shall
become effective only when there is no Note Outstanding created
prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision;
(7) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee and to add to or
change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b);
(8) to secure the Notes and/or the Parent Guarantee;
(9) to cure any ambiguity or defects or to correct
or supplement any provision herein which may be inconsistent with
any other provision herein or to make any other provisions with
respect to matters or questions arising under this Indenture,
PROVIDED that such actions shall not adversely affect the
interests of the Holders;
<PAGE>
(10) to modify the restrictions on the Notes and the
Parent Guarantee, and the procedures for, resales and other
transfers of the Notes and the Parent Guarantee to reflect any
change in applicable law or regulation (or the interpretation
thereof) or to provide alternative procedures in compliance with
applicable law and practices relating to the resale or other
transfer of restricted securities generally; or
(11) to comply with the requirements of the
Commission in order to effect or maintain the qualification of
this Indenture under the Trust Indenture Act.
Section 1.17. AMENDMENT TO SECTION 1004. Section 1004 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 1004. CORPORATE EXISTENCE.
Subject to Article Eight, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and
effect its corporate existence, in accordance with its corporate charter
and by-laws (as the same may be amended from time to time) and its
rights (charter and statutory), licenses and franchises; PROVIDED,
HOWEVER, that the Company shall not be required to preserve any such
right, license or franchise if the Board shall determine that the
preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole and that
the loss thereof is not disadvantageous in any material respect to the
Holders.
Section 1.18 AMENDMENT TO SECTION 1005. Section 1005 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 1005. [INTENTIONALLY OMITTED.]
Section 1.19 AMENDMENT TO SECTION 1006. Section 1006 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
<PAGE>
SECTION 1006. [INTENTIONALLY OMITTED.]
Section 1.20. AMENDMENT TO SECTION 1007. Section 1007 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 1007. [INTENTIONALLY OMITTED.]
Section 1.21 AMENDMENT TO SECTION 1008. Section 1008 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 1008. [INTENTIONALLY OMITTED.]
Section 1.22. AMENDMENT TO SECTION 1009. Section 1009 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 1009. [INTENTIONALLY OMITTED.]
Section 1.23. AMENDMENT TO SECTION 1011. Section 1011 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting therefore the following Section:
SECTION 1011. [INTENTIONALLY OMITTED.]
Section 1.24. AMENDMENT TO SECTION 1012. Section 1012 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting therefor the following Section:
SECTION 1012. [INTENTIONALLY OMITTED.]
Section 1.25. AMENDMENT TO SECTION 1013. Section 1013 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting therefor the following Section:
SECTION 1013. [INTENTIONALLY OMITTED.]
Section 1.26. AMENDMENT TO SECTION 1014. Section 1014 of the
Indenture is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
SECTION 1014. [INTENTIONALLY OMITTED.]
Section 1.27. AMENDMENT TO THE INDENTURE TO ADD A NEW ARTICLE
THIRTEEN. The Indenture is hereby amended by inserting immediately following
Article Twelve thereof the following new Article Thirteen:
<PAGE>
ARTICLE THIRTEEN
PARENT GUARANTEE OF NOTES
SECTION 1301. UNCONDITIONAL PARENT GUARANTEE.
For value received, the Parent Guarantor hereby
unconditionally and irrevocably guarantees to each Holder of a Note
authenticated and delivered by the Trustee the payment of the principal
of and, premium, if any, and interest, if any, on such Note as the same
shall become due and payable after any applicable grace period, whether
at maturity or upon redemption, declaration or otherwise. The Parent
Guarantor agrees that as between the Parent Guarantor and the Holders of
the Notes or the Trustee, any payment made on the Notes or to the
Trustee by the Company or out of its assets which, pursuant to Article
Twelve, is required to be paid over to the holders of Senior
Indebtedness, shall not constitute a payment on the Notes or to the
Trustee but, instead, shall be treated for all purposes of the Parent
Guarantee as though such payment had not been made by the Company or out
of its assets. Until the holders of the Notes or the Trustee have
received, from the Company or out of its assets, or from the Parent
Guarantor, moneys which such Holders or the Trustee are entitled to
retain for their own account, equal in the aggregate to the unpaid
principal amount (including premium, if any) on the Notes plus all
accrued and unpaid interest thereon, the Parent Guarantor will remain
liable on the Parent Guarantee.
The Parent Guarantor hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, legality
or enforceability of such Note or this Indenture, the absence of any
action to enforce the same, the waiver or consent with respect to any
provisions thereof or hereof, the recovery of any judgment against the
Company 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. The Parent Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to
such Note or the indebtedness evidenced thereby and all demands
whatsoever and covenants that the Parent Guarantee will not be
discharged except by complete performance of the obligations contained
in the Parent Guarantee.
The Parent Guarantor shall be subrogated to all rights of a
holder of a Note against the Company in respect of any amounts paid by
the Parent Guarantor pursuant to the provisions of the Parent Guarantee
of this Indenture; provided that the Parent 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 Notes of the series of which such security
is a party shall have been paid in full or duly provided for.
<PAGE>
Each Parent Guarantee constitutes a guarantee of payment
(and not of collection) and is unsecured and ranks equally and ratably
with all other unsecured and unsubordinated obligations of the Parent
Guarantor.
No recourse for the payment of the Parent Guarantee, or for
any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Parent
Guarantor in this Indenture or any indenture supplement thereto or in
any Parent Guarantee, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Parent
Guarantor or of any successor corporation, either directly or through
the Parent Guarantor of any successor corporation, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance of a Parent Guarantee by each Holder of a Note and as part of
the consideration for the issue of such Parent Guarantee, expressly
waived and released.
SECTION 1302. EXECUTION OF PARENT GUARANTEE.
To evidence its guarantee to the Holders and the Trustee,
the Parent Guarantor hereby agrees to execute a notation relating to the
guarantee on each Note authenticated and made available for delivery by
the Trustee. The Parent Guarantor hereby agrees that its Parent
Guarantee set forth in Section 1301 shall remain in full force and
effect notwithstanding any failure to endorse on each Note a notation of
such Parent Guarantee.
AMENDMENT TO EXHIBIT A. Exhibit A to the Indenture is hereby
amended by deleting the second full paragraph on page A-6 thereof in its
entirety and substituting in lieu thereof the following paragraph:
The Indenture imposes limitations on the ability of
each of the Company and the Parent Guarantor to merge or
consolidate with or into, or sell, convey, transfer or otherwise
dispose of all of or substantially all of its assets to, any
corporation.
AMENDMENT TO EXHIBIT C. Exhibit C to the Indenture is hereby
amended by deleting such Exhibit in its entirety.
<PAGE>
ARTICLE TWO
Representations and Warranties
Section 2.1. COMPLIANCE WITH CONDITIONS. The Parent Guarantor and
the Company hereby represent and warrant to the Trustee that (a) the execution
of this Second Supplemental Indenture is authorized or permitted by Section
902 of the Indenture and (b) all conditions precedent relating to the
execution of this Second Supplemental Indenture provided for in the Indenture,
including (i) the approval by written consent of the holders of a majority in
aggregate principal amount of the Notes and (ii) the deliverance to the
Trustee of an Officers' Certificate of the Company and an Opinion of Counsel
pursuant to Sections 103 and 903 of the Indenture, have been complied with.
ARTICLE THREE
Miscellaneous
Section 3.1. DEFINITIONS. Terms defined in the Indenture and not
otherwise defined herein are used herein as therein defined.
Section 3.2. CONDITION TO EFFECTIVENESS. This Second Supplemental
Indenture shall become effective on and as of the date upon which counterparts
hereof shall have been executed and delivered by all of the parties hereto.
Section 3.3 NOTICE TO HOLDERS OF NOTES. The Company shall
promptly mail to the Holders a notice briefly describing the amendments to the
Indenture effected by this Second Supplemental Indenture.
SECTION 3.4. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.
Section 3.5. DUPLICATE ORIGINALS. The parties may sign any
number of copies of this Second Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same instrument.
Section 3.6. HEADINGS, ETC. The headings of the Articles and
Sections of this Second Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 3.7. RECITALS. The recitals herein are made by the
Parent Guarantor and the Company. The Trustee shall have no responsibility
for such recitals.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first written
above.
[SEAL] OUTLET BROADCASTING,INC.,
as Issuer
Dated: ________ __, 1996 By:__________________________
Name:
Title:
[SEAL] GENERAL ELECTRIC COMPANY,
as Parent Guarantor
Dated: ________ __, 1996 By::__________________________
Name:
[SEAL] BANKERS TRUST COMPANY, as
Trustee
Dated: ________ __, 1996 By::__________________________
Name:
<PAGE>
<TABLE>
Exhibit 12
GENERAL ELECTRIC COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
<CAPTION>
Year ended December 31
(Dollars in millions) -----------------------------------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
GE except GECS
- --------------
"Earnings" <F1> $ 5,329 $ 5,582 $ 5,511 $ 7,828 $ 8,696
Less: Equity in undistributed earnings
of General Electric Capital
Services, Inc. <F2> (871) (831) (957) (1,181) (1,324)
Plus: Interest and other financial
charges included in expense 893 768 525 410 649
One-third of rental expense <F3> 225 228 212 171 174
------- ------- ------- ------- -------
Adjusted "earnings" $ 5,576 $ 5,747 $ 5,291 $ 7,228 $8,195
======= ======= ======= ======= =======
Fixed Charges:
Interest and other financial charges $ 893 $ 768 $ 525 $ 410 $ 649
Interest capitalized 33 29 21 21 13
One-third of rental expense <F3> 225 228 212 171 174
------- ------- ------- ------- -------
Total fixed charges $ 1,151 $ 1,025 $ 758 $ 602 $ 836
======= ======= ======= ======= =======
Ratio of earnings to fixed charges 4.84 5.61 6.98 12.01 9.80
======= ======= ======= ======= =======
General Electric Company and consolidated
affiliates
- -----------------------------------------
"Earnings" <F1> $ 5,679 $ 6,026 $ 6,287 $ 8,831 $ 9,941
Plus: Interest and other financial
charges included in expense 5,270 4,512 4,096 4,994 7,336
One-third of rental expense <F3> 261 320 349 327 349
------- ------- ------- ------- -------
Adjusted "earnings" $11,210 $10,858 $10,732 $14,152 $17,626
======= ======= ======= ======= =======
Fixed Charges:
Interest and other financial charges $ 5,270 $ 4,512 $ 4,096 $ 4,994 $ 7,336
Interest capitalized 41 35 26 30 34
One-third of rental expense <F3> 261 320 349 327 349
------- ------- ------- ------- -------
Total fixed charges $ 5,572 $ 4,867 $ 4,471 $ 5,351 $ 7,719
======= ======= ======= ======= =======
Ratio of earnings to fixed charges 2.01 2.23 2.40 2.64 2.28
======= ======= ======= ======= =======
<FN>
<F1> Earnings for all years consist of earnings from continuing operations before income taxes and
minority interest. For 1991 and 1993, earnings are before cumulative effects of changes in
accounting principle.
<F2> Earnings for all years consist of earnings from continuing operations after income taxes, net of
dividends. For 1991, earnings are before cumulative effect of change in accounting principle.
<F3> Considered to be representative of interest factor in rental expense.
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
We consent to incorporation by reference in the Registration Statement on
Form S-4 of General Electric Company of our report dated February 9, 1996
relating to the statement of financial position of General Electric Company
and consolidated affiliates as of December 31, 1995 and 1994 and the
related statements of earnings and cash flows for each of the years in the
three-year period ended December 31, 1995, and the related schedule, which
report appears in the December 31, 1995, annual report on Form 10-K of
General Electric Company. Our report refers to a change in 1993 in the
Company's method of accounting for postemployment benefits.
We also consent to the reference to our firm under the heading "Experts" in
the Registration Statement.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 20,1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
being a director or officer of General Electric Company, a New York
corporation (the "Company"), hereby constitutes and appoints John F.
Welch, Jr., Benjamin W. Heineman, Jr., Dennis D. Dammerman, and Philip
D. Ameen and each of them, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead in any and all
capacities, to sign one or more Registration Statements under the
Securities Act of 1933, as amended, on Form S-4 or such other form as
such attorneys-in-fact, or any of them, may deem necessary or desirable,
any amendments thereto, and all post-effective amendments and
supplements to such registration statement, for the registration of
securities in connection with Guarantee by the Company of the 10-7/8%
Senior Subordinated Notes due 2003, as amended, of Outlet Broadcasting,
Inc., an indirect, wholly-owned subsidiary of the Company, in such forms
as they or any one of them may approve, and to file the same with all
exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done to the
end that such Registration Statement or Registration Statements shall
comply with the Securities Act of 1933, as amended, and the applicable
Rules and Regulations adopted or issued pursuant thereto, as fully and
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or resubstitute, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set
his or her hand this 15th day of March, 1996.
John F. Welch, Jr. Dennis D. Dammerman
- ------------------------- ------------------------
Chairman of the Board Senior Vice President -
(Principal Executive Finance (Principal
Officer and Director) Financial Officer and
Director)
Philip D. Ameen
------------------------------
Vice President and Comptroller
(Principal Accounting Officer)
(Page 1 of 2)
John D. Opie
Director
D. Wayne Calloway
Director
Silas S. Cathcart Barbara S. Preiskel
Director Director
Paolo Fresco
Director
Claudio X. Gonzalez Andrew C. Sigler
Director Director
Robert E. Mercer Douglas A. Warner III
Director Director
Gertrude G. Michelson
Director
A MAJORITY OF THE BOARD OF DIRECTORS
(Page 2 of 2)
- ---------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- ---------------------------------------------------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________
- ---------------------------------------------------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
- ---------------------------------------------------------------------------
OUTLET BROADCASTING, INC.
(Exact name of obligor as specified in its charter)
RHODE ISLAND 05-0194550
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
23 KENNEY DRIVE
CRANSTON, RHODE ISLAND 02920
(Address of principal executive offices) (Zip Code)
- ---------------------------------------------------------------------------
10-7/8% SENIOR SUBORDINATED NOTES DUE 2003
(Title of the indenture securities)
- ---------------------------------------------------------------------------
<PAGE>
-2-
Item 1. General Information.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
Name Address
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
Item 3.-15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of Bankers Trust Company
dated August 7, 1990 and Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated
June 21, 1995 - Incorporated herein by reference to Exhibit
1 filed with Form T-1 Statement, Registration No. 33-65171.
Exhibit 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed with
Form T-1 Statement, Registration No. 33-21047.
Exhibit 3 - Authorization of the Trustee to exercise corporate trust
powers - Incorporated herein by reference to Exhibit 2
filed with Form T-1 Statement, Registration No. 33-21047.
Exhibit 4 - Existing By-Laws of Bankers Trust Company, dated as amended
on October 19, 1995. - Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement, Registration No.
33-65171.
<PAGE>
-3-
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b)
of the Act. - Incorporated herein by reference to Exhibit 4
filed with Form T-1 Statement, Registration No. 22-18864.
Exhibit 7 - A copy of the latest report of condition of Bankers Trust
Company dated as of December 31, 1995.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
<PAGE>
-4-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New
York, on the 14th day of March 1996.
BANKERS TRUST COMPANY
By: Jackie Bartnick
Assistant Vice President
<PAGE>
-5-
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New
York, on the 14th day of March, 1996.
BANKERS TRUST COMPANY
By: Jackie Bartnick
Assistant Vice President
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/95 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006
11
FDIC Certificate No.: 0 0 6 2 3
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS DECEMBER 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, reported the amount
outstanding as of the last business day of the quarter.
SCHEDULE RC--BALANCE SHEET
C400
Dollar Amounts in Thousands
<C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin(1) 0081 2,306,000 1.a.
b. Interest-bearing balances(2) 0071 1,982,000 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 3,419,000 2.b.
3. Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds sold 0276 2,917,000 3.a.
b. Securities purchased under agreements to resell 0277 5,238,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
(from Schedule RC-C) 2122 18,863,000 4.a.
b. LESS: Allowance for loan and lease losses 3123 941,000 4.b.
c. LESS: Allocated transfer risk reserve 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus
4.b and 4.c) 2125 17,922,000 4.d.
5. Assets held in trading accounts 3545 35,142,000 5.
6. Premises and fixed assets (including capitalized leases) 2145 834,000 6.
7. Other real estate owned (from Schedule RC-M) 2150 248,000 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 248,000 8.
9. Customers' liability to this bank on acceptances outstanding 2155 500,000 9.
10. Intangible assets (from Schedule RC-M) 2143 2,000 10.
11. Other assets (from Schedule RC-F) 2160 8,312,000 11.
12. Total assets (sum of items 1 through 11) 2170 79,080,000 12.
________________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/95ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006
12
FDIC Certificate No.: 0 0 6 2 3
SCHEDULE RC--CONTINUED ___________________________________
Dollar Amounts in Thousands
Bil Mil Thou
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A RCON
and C from Schedule RC-E, part I) 2200 7,430,000 13.a.
(1) Noninterest-bearing(1) RCON 6631 2,815,000 13.a.(1)
(2) Interest-bearing RCON 6636 4,615,000
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(from Schedule RC-E part II) RCFN 2200 20,714,000 13.b.
(1) Noninterest-bearing RCFN 6631 645,000 13.b.(1)
(2) Interest-bearing .RCFN 6636 20,069,000 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased RCFD 0278 3,451,000 14.a.
b. Securities sold under agreements to repurchase RCFD 0279 1,347,000 14.b.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 0 15.a.
b. Trading liabilities RCFD 3548 19,087,000 15.b.
16. Other borrowed money: /
a. With original maturity of one year or less RCFD 2332 10,943,000 16.a.
b. With original maturity of more than one year RCFD 2333 4,168,000 16.b.
17. Mortgage indebtedness and obligations under capitalized leases RCFD 2910 34,000 17.
18. Bank's liability on acceptances executed and outstanding RCFD 2920 500,000 18.
19. Subordinated notes and debentures RCFD 3200 1,226,000 19.
20. Other liabilities (from Schedule RC-G) . RCFD 2930 5,844,000 20.
21. Total liabilities (sum of items 13 through 20) . RCFD 2948 74,744,000 21.
22. Limited-life preferred stock and related surplus . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 500,000 23.
24. Common stock RCFD 3230 852,000 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 528,000 25.
26. a. Undivided profits and capital reserves . RCFD 3632 2,822,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities RCFD 8434 ( 1,000) 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 ( 365,000) 27.
28. Total equity capital (sum of items 23 through 27) . RCFD 3210 4,336,000 28.
29. Total liabilities, limited-life preferred stock, and equity capital
(sum of items 21, 22, and 28) RCFD 3300 79,080,000 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external RCFD Number
auditors as of any date during 1994 6724 N/A M 1
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed
by other
with generally accepted auditing standards by a certified external auditors (may be required by state
chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by
external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial
statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax
preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
____________________________
(1) Including total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
LETTER OF INSTRUCTIONS
WITH RESPECT TO DELIVERY OF CONSENTS
IN CONNECTION WITH THE SOLICITATION
[TO BE USED IF YOU WISH US TO (1) CONSENT ON YOUR BEHALF
OR TO EXECUTE AND DELIVER TO YOU A PROXY SO THAT YOU
MAY DELIVER A CONSENT]
To: --------------------------------------------
[Fill in name of custodian holding securities]
The undersigned acknowledge(s) receipt of your letter and the
enclosed Consent Solicitation Statement/Prospectus dated _____________,
1996 (the "Solicitation Statement") and the Consent form in connection with
the solicitation by Outlet Broadcasting, Inc. ("Outlet") of Consents to the
Proposed Amendment (as defined in the Solicitation Statement) of the
Indenture governing the 10-7/8% Senior Notes, due 2003 (the "Notes") of
Outlet.
[CHECK ONE BOX]
/ / AUTHORIZATION TO CONSENT - This will instruct you to deliver a
Consent (as defined in the Solicitation Statement) with respect to the
entire principal amount of Notes held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Solicitation Statement.
[PLEASE COMPLETE THE FOLLOWING TABLE]
Principal amount
of Notes owned $
by account
/ / REQUEST FOR PROXY - This will instruct you to execute and deliver to
the undersigned a proxy with respect to the entire principal amount of
Notes held by you for the account of the undersigned in the form set forth
on the Consent form so that the undersigned may deliver a Consent.
____________________________ _______________________________
SIGNATURE Name and Title (Please Print)
Dated:_________________1996 ________________________________
Address
________________________________
Zip Code
CONSENT
TO: OUTLET BROADCASTING, INC.
c/o National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Attention: Robert Finnerty
or
Call Collect (212) 664-4411
Fax (212) 664-5233
THIS SOLICITATION IS MADE BY OUTLET BROADCASTING, INC. ("OUTLET"). THE
SOLICITATION IS MADE ONLY TO HOLDERS OF THE 10-7/8% SENIOR NOTES, DUE 2003
(THE "NOTES") OF OUTLET AS MORE FULLY DESCRIBED IN THE ACCOMPANYING CONSENT
SOLICITATION STATEMENT/PROSPECTUS DATED _________, 1996 (THE "SOLICITATION
STATEMENT"). THE TERM "HOLDER" AS USED HEREIN SHALL MEAN (I) ANY PERSON IN
WHOSE NAME NOTES ARE REGISTERED, ON _________, 1996 (THE " " "RECORD
DATE"), IN THE REGISTER MAINTAINED BY BANKERS TRUST COMPANY, AS TRUSTEE AND
REGISTRAR UNDER THE INDENTURE (THE "TRUSTEE"), (II) A BENEFICIAL OWNER WHO
HAS ARRANGED FOR THE REGISTERED HOLDER TO EXECUTE A CONSENT AND DELIVER IT
EITHER TO OUTLET ON SUCH BENEFICIAL OWNER'S BEHALF OR TO SUCH BENEFICIAL
OWNER FOR FORWARDING TO OUTLET BY SUCH BENEFICIAL OWNER OR (III) A
BENEFICIAL OWNER OF NOTES WHO HAS OBTAINED A DULY EXECUTED PROXY
SUBSTANTIALLY IN THE FORM SET FORTH IN THIS CONSENT WHICH AUTHORIZES SUCH
PERSON (OR ANY PERSON CLAIMING AUTHORITY BY OR THROUGH SUCH OTHER PERSON)
TO EXECUTE AND DELIVER A CONSENT WITH RESPECT TO THE NOTES ON BEHALF OF
SUCH REGISTERED HOLDER. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN HAVE
THE MEANINGS GIVEN TO THEM IN THE SOLICITATION STATEMENT. THE TERMS OF THE
SOLICITATION SET FORTH IN THE SOLICITATION STATEMENT UNDER "THE
SOLICITATION", AS WELL AS THE INSTRUCTIONS ON THE REVERSE OF THIS CONSENT
ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND FORM PART OF THE TERMS AND
CONDITIONS OF THIS CONSENT.
CONSENTS SHOULD NOT BE DELIVERED TO ANY PERSON OTHER THAN TO THE ABOVE
NAMED PERSON. REGISTERED HOLDERS SHOULD NOT TENDER OR DELIVER NOTES AT
THIS TIME.
BENEFICIAL OWNERS OF NOTES WHO ARE NOT REGISTERED HOLDERS AND
WHO WANT TO CONSENT TO THE AMENDMENT MUST:
(1) INSTRUCT THE REGISTERED HOLDER OF THEIR NOTES TO EXECUTE A CONSENT
AND DELIVER THAT CONSENT TO OUTLET AS INDICATED, OR
(2) OBTAIN AN EXECUTED PROXY FROM THE REGISTERED HOLDER AND DELIVER THAT
PROXY TOGETHER WITH THE EXECUTED CONSENT TO OUTLET.
THE DEPOSITORY TRUST COMPANY ("DTC"), AS REGISTERED HOLDER, HAS
GRANTED AUTHORITY TO DTC PARTICIPANTS HOLDING NOTES OF OUTLET TO EXECUTE
THE CONSENT AS IF THEY WERE A REGISTERED OWNER. SEE INSTRUCTION 3 ON THE
REVERSE OF THIS CONSENT.
By execution hereof, the undersigned acknowledges receipt of the
Solicitation Statement and understands the transactions contemplated in the
Solicitation Statement. The undersigned hereby takes the action with respect
to the Proposed Amendment described below and in the Solicitation Statement.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to give the Consent contained herein. The undersigned
will, upon request, execute and deliver any additional documents deemed by
Outlet to be necessary or desirable to perfect the undersigned's Consent or
evidence such power and authority. The consummation of this Solicitation and
the payment of the Consent Fee with respect to the Notes are conditioned on,
among other things, there being received (and not revoked), prior to the
Expiration Date for such series, requisite Consents with respect to the
Notes.
Unless the box marked "Against" is checked below, the undersigned
hereby takes the action with respect to the Proposed Amendment described
below and in the Solicitation Statement. The undersigned hereby represents
and warrants that the undersigned has full power and authority to give the
Consent contained herein. The undersigned will, upon request, execute and
deliver any additional documents deemed by Outlet to be necessary or
desirable to perfect the undersigned's Consent or evidence such power and
authority.
The undersigned agrees that it will not revoke any Consent it
grants hereby after 5:00 p.m., New York time, on __________, 1996 and that
until such time it will not revoke such Consent except in accordance with the
procedures set forth in the Solicitation Statement.
Please indicate by marking the appropriate box below whether you
wish to vote FOR the Proposed Amendment or AGAINST the Proposed Amendment. If
none of the boxes is marked, but this Consent is otherwise properly completed
and signed, you will be deemed to have voted "FOR" the Proposed Amendment.
Please sign your name and date below to evidence your vote on the Proposed
Amendment. The undersigned acknowledges that it must comply with the other
provisions of this Consent, and complete the other information required
herein, to validly consent to the Proposed Amendment.
The Proposed Amendment would, as more fully described in the Solicitation
Statement:
(1) delete Sections 1005, 1006, 1007, 1008, 1009, 1011, 1012, 1013 and
1014,
(2) amend provisions contained in Sections 101, 105, 106, 110, 111, 112,
113, 309, 401, 404, 501, 502, 506, 509, 611, 702, 704, 801, 802, 803,
901 and 1004, and
(3) add a new Article 13 under which General Electric Company would
guarantee the principal of and interest on the Notes.
FOR AGAINST
/ / / /
The undersigned understands that Consents delivered pursuant to
any of the procedures described under "Consent Procedures" in the
Solicitation Statement and in the instructions hereto will constitute a
binding agreement between the undersigned and Outlet upon the terms and
subject to the conditions of the Solicitation.
All authority conferred or agreed to be conferred by this Consent
shall survive the death, incapacity, dissolution or liquidation of the
undersigned and every obligation of the undersigned under this Consent shall
be binding upon the undersigned's heirs, personal representatives, successors
and assigns. By consenting to the Proposed Amendment, the Holder hereby
waives any and all defaults now existing under the Indenture as well as any
defaults or claims that may arise as a result of the Solicitation Statement
and the Proposed Amendment.
Unless otherwise specified in the table below, this Consent
relates to the total principal amount of Notes held of record by the
undersigned. The undersigned has listed on the table below the serial numbers
and principal amount of Notes for which this Consent is given. If the space
provided below is inadequate, list all such information on a separate signed
schedule and affix the schedule to this Consent.
PLEASE COMPLETE THE FOLLOWING TABLE
Name(s) and Address(es) Serial Aggregate Principal
of Registered Holder(s), or Name and Number(s)* Principal Amount With
DTC Participant (if held in Amount of Respect to
Number (if party holds as DTC certifi- Note(s)** Which
Participant) cated Consents
form) Are Given
(complete
only if
Consents
Relate
to Less than
Entire
Aggregate
Principal
Amount)**
$ $
Total Principal Amount Consenting
$ $
* Need not be completed by Holders
whose Notes are held of record by
depositories.
** Unless otherwise indicated in the
column labeled "Principal Amount With
Respect to Which Consents Are Given,"
the registered Holder will be deemed
to have consented in respect of the
entire aggregate principal amount
represented by the Notes indicated in
the column labeled "Aggregate
Principal Amount of Note(s)."
THE UNDERSIGNED HEREBY DELIVERS THIS CONSENT AND ANY PROXY
DELIVERED IN CONNECTION HEREWITH TO OUTLET AND THE TRUSTEE AS EVIDENCE OF THE
UNDERSIGNED'S CONSENT TO THE PROPOSED AMENDMENT.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the To be completed ONLY if the
check for the Consent Payment is to check for the Consent Payment is to
be issued in the name of someone be sent to an address OTHER than
OTHER than the registered Holder(s) the address of the registered
of the Notes. Holder or, if the box immediately
to the left is filled in, OTHER
Issue Check to: than the address appearing therein.
Name: ___________________________ Deliver Check to:
(Please Print)
Name: ___________________________
Address: ________________________ (Please Print)
_________________________________ Address: ________________________
_________________________________ _________________________________
(Include Zip Code)
_________________________________
_________________________________ (Include Zip Code)
(Tax Identification or Social
Security Number)
IMPORTANT - READ CAREFULLY
Registered Holder(s) must execute this Consent exactly as their
name(s) appear(s) on the Notes. Authorized DTC Participant(s) must execute
this Consent exactly as their name(s) are registered with DTC. If Notes to
which this Consent relates are held of record by two or more joint registered
Holders, all such Holders must sign this Consent. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and must submit proper
evidence satisfactory to Outlet of such person's authority so to act. If
neither the "FOR" or "AGAINST" box is marked, but this Consent is otherwise
properly completed and signed, you will be deemed to have voted "FOR" the
Proposed Amendment.
_____________________________________________________________________________
_
SIGN HERE
_____________________________________________________________________________
__
_____________________________________________________________________________
__
Signature(s) of Owner(s)
Dated:
_______________________________________________________________________
Name(s):
_____________________________________________________________________
_____________________________________________________________________________
__
(Please Print)
Capacity:
___________________________________________________________________
Address:
____________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. (
)______________________________________________
Tax Identification or Social Security No.
_____________________________________
IMPORTANT TAX INFORMATION
Under current Federal income tax law, a Holder who receives a
Consent Payment from Outlet as consideration for such Holder's Accepted
Consent (as defined below) may be required by law to provide Outlet with his
or her correct taxpayer identification number (e.g., social security number
or employer identification number) on Substitute Form W-9. If Outlet is not
provided with the correct taxpayer identification number by such Holder, that
Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service ("IRS"). In addition, delivery to such Holder of the Consent Payment
may be subject to backup withholding.
Exempt Holders (including, among others, all corporations) are
not subject to these backup withholding and reporting requirements. Holders
are urged to consult their own tax advisors to determine whether they are
exempt from these backup withholding and reporting requirements.
If backup withholding applies, Outlet is required to withhold 31
percent of any Consent Payment made to such Holder. Backup withholding is not
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9
To prevent backup withholding, the Holder should notify Outlet of
his or her correct taxpayer identification number by completing the form
below certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct (or that such Holder is awaiting a taxpayer
identification number) and that (1) the Holder has not been notified by the
IRS that he or she is subject to backup withholding as a result of failure to
report all interest or dividends, or (2) the IRS has notified the Holder that
he or she is no longer subject to backup withholding.
What Number to Report
The Holder is required to give Outlet the social security number
or employer identification number of the record owner of the Notes.
PAYER'S NAME: Outlet Broadcasting, Inc.
SUBSTITUTEForm W-9 Part 1-Please provide your Social Security NumberOR
TIN in the box at the right Employer Identification
and certify by signing and Number
dating below.
Department of the Part 2-Please check the box > / /
TreasuryInternal at the right if you
Revenue Service haveapplied for, and are
awaiting receipt of, your
TIN.
Payer's Request Certification - under
forTaxpayer penalties of perjury, I
Identification No. certify that:
(1)The number shown on this
form is my correct Taxpayer
Identification Number (or I
am waiting for a number to be
issued to me), and
(2)I am not subject to backup
withholding either because I
have not been notified by the
IRS that I am subject to
backup withholding as a
result of a failure to report
all interest or dividends, or
the IRS has notified me that
I am no longer subject to
backup withholding.
Certification instructions -
You must cross out item (2)
above if you have been
notified by the IRS that you
are subject to backup
withholding because of
underreporting interest or
dividends on your tax return.
However, if after being
notified by the IRS that you
were subject to backup
withholding you receive
another notification from the
IRS that you are no longer
subject to backup
withholding, do not cross out
item (2).
>
SIGNATURE____________________
________DATE___________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUPWITHHOLDING OF 31% OF ANY CONSENT PAYMENT MADE TO YOU.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKEDTHE BOX IN PART 2
OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBERI certify under
penalties of perjury that a taxpayer identification number has not been
issued to me, and either (a) I have mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (b) I intend to
mail or deliver an application in the near future. I understand that if I do
not provide a taxpayer identification number within sixty (60) days, 31% of
all reportable payments made to me thereafter will be withheld until I
provide a number.
______________________________ ____________________________
Signature Date
INSTRUCTIONS FOR HOLDERS
FORMING PART OF THE TERMS AND CONDITIONS OF THIS CONSENT
1. Delivery of this Consent. Subject to the terms and conditions of the
Solicitation, a properly completed and duly executed copy of this Consent, a
proxy (if applicable) substantially in the form set forth in this Consent and
any other documents required by this Consent must be received by Outlet at
its address or facsimile number (faxes should be confirmed by physical
delivery) set forth on the face of this Consent prior to 5:00 P.M., New York
time, on __________, 1996, unless extended (the "Expiration Date"). The
method of delivery of this Consent and all other required documents to Outlet
is at the election and risk of the Holder and, except as otherwise provided
below, delivery will be deemed made only when actually received by Outlet. In
all cases, sufficient time should be allowed to assure timely delivery.
Beneficial owners whose Notes are registered in someone else's name (for
example, in the name of The Depository Trust Company ("DTC") or the owner's
stockbroker) should ensure that the Consent is forwarded to Outlet on a
timely basis. NO CONSENT SHOULD BE SENT TO ANY PERSON OTHER THAN OUTLET.
2. Questions Regarding Validity, Form, Legality, etc. All questions as to
the validity, form, eligibility (including time of receipt) and acceptance of
Consents and revocations of Consents with respect to the Notes will be
resolved in the first instance by Outlet, whose determination will be
conclusive and binding subject only to such final review as may be prescribed
by the Trustee concerning proof of execution and ownership. Outlet reserves
the absolute right to reject any and all Consents that are not in proper form
or the acceptance of which could, in the opinion of Outlet or its counsel, be
unlawful. Outlet also reserves the right, subject to such final review as the
Trustee prescribes for proof of execution and ownership, to waive any defects
or irregularities as to particular Consents. Unless waived, any defects or
irregularities in connection with deliveries of Consents must be cured within
such time as Outlet determines. None of Outlet, any of its affiliates, the
Trustee or any other person shall be under any duty to give any notification
of such defects, irregularities or waiver, nor shall any of them incur any
liability for failure to give such notification. Deliveries of such Consents
will not be deemed to be made until such irregularities or defects have been
cured or waived. Outlet's interpretation of the terms and conditions of the
Solicitation shall be conclusive and binding.
3. Holders Entitled to Consent. Only a registered Holder (or his or her
representative or attorney-in-fact acting pursuant to a valid proxy) on the
Record Date or a beneficial owner who has complied with the procedures set
forth in the next sentence may deliver a Consent. A beneficial owner of a
Note who is not the registered Holder of such Note (e.g., a beneficial owner
whose Notes are registered in the name of a nominee such as a bank or a
brokerage firm) must arrange for the registered Holder either (i) to execute
a Consent and deliver it either to Outlet on such beneficial owner's behalf
or to such beneficial owner for forwarding to Outlet by such beneficial owner
or (ii) to forward a proxy from the registered Holder authorizing the
beneficial owner to execute and deliver a Consent with respect to the Notes
on behalf of such registered Holder. A Consent by a registered Holder is a
continuing consent notwithstanding that registered ownership of a Note is
transferred after the date of this Consent unless the registered Holder on
the Record Date revokes such Consent prior to execution of the Supplemental
Indenture (the "Effective Time"). For purposes of this Consent Solicitation
Statement/Prospectus, the term "record holder" or "registered holder" shall
be deemed to include the participants (the "DTC Participants") through which
a beneficial owner's Notes are held in the Depository Trust Company ("DTC").
4. Signatures on this Consent; Proxies. If this Consent is signed by the
registered Holder(s) of the Notes with respect to which this Consent is
given, the signature(s) must correspond with the name(s) as contained on the
books of the note register maintained by the Trustee, without any alteration
or change whatsoever.
If any of the Notes with respect to which this Consent is given hereby
are owned of record by two or more joint owners, all such owners must sign
this Consent. If any Notes with respect to which this Consent is given are
held in different names, it will be necessary to complete, sign and submit as
many separate copies of this Consent and any necessary accompanying documents
as there are names in which Notes are held.
If this Consent is signed by a person other than the registered Holder,
this Consent must be accompanied by a duly executed proxy substantially in
the form set forth in this Consent from the registered Holder.
If this Consent or any proxies are signed by trustees, partners,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and evidence satisfactory to Outlet
of their authority so to act must be submitted with this Consent.
5. Consent Payment Instructions. Upon the terms and subject to the
conditions set forth in this Consent and in the Solicitation Statement,
Outlet agrees to make a Consent Payment to each registered Holder as of the
Record Date who delivers to Outlet an Accepted Consent (as defined below) to
the adoption of the Proposed Amendment. The Consent Payment will be made at
the rate of $1.00 for each $1,000 principal amount of Notes as to which an
Accepted Consent is delivered. The Solicitation will end on the Expiration
Date. The Consent Payment will be made only (a) to registered Holders as of
the Record Date whose Consents are received prior to the Expiration Date and
not revoked prior to the Effective Time, (b) in the event that the registered
Holders of at least a majority in aggregate principal amount of the Notes
outstanding and not owned by Outlet or any of its Affiliates deliver Accepted
Consents, and (c) in the event that the Second Supplemental Indenture is
executed thereby effecting the Proposed Amendment. Outlet reserves the right,
in its sole discretion, to extend the Expiration Date and to terminate the
Solicitation. Registered Holders whose Consents are not received prior to the
Expiration Date WILL NOT be entitled to a Consent Payment. NOTWITHSTANDING
ANY SUBSEQUENT TRANSFER OF NOTES, ONLY PERSONS WHO ARE HOLDERS OF RECORD OF
NOTES AS OF THE RECORD DATE AND WHO DELIVER AN ACCEPTED CONSENT BY THE
EXPIRATION DATE WILL RECEIVE A CONSENT PAYMENT. The method of delivery of all
documents, including fully executed Consent forms, is at the election and
risk of the Holder. An "Accepted Consent" is a properly completed and
executed Consent that is (a) timely received by Outlet and not thereafter
revoked as provided below and in the Solicitation Statement and (b) accepted
by Outlet in accordance with the terms and subject to the conditions set
forth in this Consent and in the Solicitation Statement. Consent Payments
will be made as soon as possible after the satisfaction of all conditions
thereto. Please indicate on the face of this Consent to whom such payment
should be made.
6. Revocation of Consent. Notwithstanding a subsequent transfer of Notes,
Consents may be revoked prior to the Effective Time only by the Holder who
submits a Consent. Any such person my revoke such Consent by delivering
written notice of such revocation to Outlet at any time prior to the
Effective Time. Thereafter, Consents will no longer be revocable. To be
valid, any such notice of revocation must indicate the serial number or
numbers of the Notes to which it relates and the aggregate principal amount
represented by such Notes and must be signed by the registered Holder(s) in
the same manner as the original Consent.
7. Waiver of Conditions. Outlet reserves the absolute right to amend, waive
or modify the terms of the Solicitation and the Proposed Amendment, as more
fully described in the Solicitation Statement.
8. Requests for Assistance or Additional Copies. Questions relating to this
Consent or the terms and conditions of the Solicitation may be directed to
Outlet, whose address and telephone number are set forth on the back page of
the Solicitation Statement, or to your broker, dealer, commercial bank or
trust company. Questions regarding the instructions for completion of the
Consent and for additional copies of the Solicitation Statement and this form
of Consent may be directed to Outlet, whose address and telephone number are
set forth on the face of this Consent.
FORM OF PROXY WITH RESPECT TO THE SOLICITATION
The undersigned hereby irrevocably appoints ______________________ <F1>
as attorney and proxy of the undersigned, with full power of substitution, to
execute and deliver the Consent on which this form of proxy is set forth with
respect to the 10-7/8% Senior Notes, due 2003 (the "Notes") of Outlet
Broadcasting, Inc. in accordance with the terms of the Solicitation described
in the Consent Solicitation Statement/Prospectus dated ________, 1996, with
all the power the undersigned would possess if consenting personally. THIS
PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND SHALL EXPIRE ON
___________ __, 1996. The aggregate principal amount of (and other
information regarding) Notes as to which this Proxy is given is set forth
below.
Aggregate Principal Amount of Note(s) Serial Number(s)(if held in
certificate form)
If the Notes are owned by two or more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-in-fact should add their
titles. If a signer is a corporation, please give full corporate name and
have a duly authorized officer sign, stating title. If a signer is a
partnership, please sign in partnership name by a duly authorized person.
Signature:_____________________________
Name:__________________________________
Title:_________________________________
Dated:_________________________________
Signature______________________________
Name:__________________________________
Title:_________________________________
Dated:
<F1> [Insert name of beneficial owner]
_______________, 1996
To Our Clients:
Enclosed for your consideration are the Consent Solicitation
Statement/Prospectus dated ____________, 1996 (the "Solicitation Statement"),
the Letter of Instructions and the Consent form relating to the solicitation
(the "Solicitation") by Outlet Broadcasting, Inc. ("Outlet") of consents (the
"Consents") from the registered holders of Outlet's 10-7/8% Senior Notes, due
2003 (the "Notes") as of _____________, 1996 (the "Record Date"), to the
adoption of the Proposed Amendment (as defined in the Solicitation Statement)
to the indenture pursuant to which the Notes have been issued.
As part of the consideration for the delivery of Consents (in addition to the
guarantee of the Notes to be made by General Electric Company upon the
effectiveness of the second supplemental indenture), a payment (the "CONSENT
PAYMENT") will be made to each registered holder as of the Record Date whose
duly executed Consent is received in accordance with the terms and conditions
of the Solicitation Statement and not revoked prior to the Effective Time at
a rate of $1.00 for each $1,000 principal amount of Notes with respect to
which such Consent is delivered.
We are the registered holder of Notes for your account and a Consent to the
Proposed Amendment can only be given by us as the registered holder and only
if you so instruct us. The Consent form is furnished to you for your
information only and cannot be used by you to consent to the Proposed
Amendment with respect to your Notes unless we execute a proxy which
authorizes you to consent. We request that you execute and deliver to us the
Letter of Instructions [(the Gray Form)], indicating whether you wish us to
execute and deliver a Consent to the Proposed Amendment with respect to your
Notes or execute and deliver to you a proxy substantially in the form set
forth on the Consent form so that you can deliver a Consent yourself to the
Proposed Amendment.
If you wish to have us (i) deliver a Consent to the Proposed Amendment with
respect to your Notes or (ii) execute and deliver to you a proxy
substantially in the form set forth on the Consent form so that you may
deliver a Consent yourself, please so instruct us by completing, executing,
detaching and returning to us the Letter of Instructions attached hereto. If
you authorize us to consent to the Proposed Amendment, we will consent with
respect to ALL your Notes FOR the Proposed Amendment.
The enclosed Solicitation Statement does not constitute a solicitation of a
Consent in any jurisdiction in which, or from any person from whom, it is
unlawful to make such a solicitation.THE SOLICITATION WILL EXPIRE AT 5:00
P.M., NEW YORK TIMEON __________, 1996, UNLESS EXTENDED.
