<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1994
FILE NO. 33-51793
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEW YORK 13-1500700
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
BRUCE C. BENNETT
ASSOCIATE GENERAL COUNSEL -- TREASURY OPERATIONS AND ASSISTANT SECRETARY
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
------------------------
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES PRICE AGGREGATE REGISTRATION
TO BE REGISTERED AMOUNT TO BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
Guarantees, Letters of Credit and Notes or Loan
Obligations(2)..................................... $ 500,000,000 100% $ 500,000,000 $ 172,415(3)
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
(2) Includes interests in the Guarantees, Letter of Credit Obligations and
Notes or Loan Obligations offered from time to time to bondholders referred
to herein.
(3) Previously paid.
------------------------
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED MAY 18, 1994
PROSPECTUS
GENERAL ELECTRIC CAPITAL CORPORATION
GUARANTEES, LETTERS OF CREDIT AND NOTES OR LOAN OBLIGATIONS,
INCLUDING INTERESTS THEREIN
General Electric Capital Corporation (the 'Company') may offer from time to
time its senior, unsecured guarantees (the 'Guarantees'), direct-pay letters of
credit (the 'Letters of Credit') and indebtedness evidenced by notes or loan
obligations (the 'Notes or Loan Obligations' and, collectively with the
Guarantees and the Letters of Credit, the 'Support Obligations'), including in
each case interests therein ('Interests').
It is expected that the Support Obligations will be issued from time to
time by the Company in conjunction with structured finance transactions in which
the Company participates. Unless otherwise provided in the accompanying
Prospectus Supplement, the Support Obligations will not be sold separately from
the securities to which an issuance of Support Obligations relates (the
'Underlying Securities'), will not be severable from the Underlying Securities
and will not be separately traded. Interests in the Support Obligations will be
offered to holders of the related Underlying Securities. Interests will not be
severable from the Support Obligations and will not be separately traded. The
Underlying Securities will be offered by means of an offering document issued by
the obligor or obligors thereunder, and will not be offered by this Prospectus
or the accompanying Prospectus Supplement. However, this Prospectus and the
accompanying Prospectus Supplement will be delivered in conjunction with the
offering document relating to the Underlying Securities, whether at the time of
initial offers and sales of the Underlying Securities or at subsequent resales
or remarketings or other transactions in which the offering document relating to
the Underlying Securities is delivered.
The Support Obligations will be offered on terms determined at the time of
sale. The accompanying Prospectus Supplement sets forth the specific terms of
the relevant Support Obligations. The Securities will be sold either through
underwriters or dealers, through agents designated from time to time, or
directly by the Company.
This Prospectus and the accompanying Prospectus Supplement may also be used
by Kidder, Peabody & Co. Incorporated ('Kidder'), an affiliate of the Company,
in connection with offers and sales of Support Obligations related to
market-making transactions of the Underlying Securities by and through Kidder,
at negotiated prices related to prevailing market prices at the time of sale or
otherwise. Kidder may act as principal or agent in such transactions.
- ----------------------------------------------------------
THESE SECURITIES 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 PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
May __, 1994
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and the accompanying Prospectus
Supplement in connection with the offer contained in this Prospectus and the
accompanying Prospectus Supplement and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any agent, underwriter or dealer. Neither the delivery of this Prospectus
and the accompanying Prospectus Supplement, nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the dates as of which information is given in
this Prospectus and in the accompanying Prospectus Supplement. This Prospectus
and the accompanying Prospectus Supplement do not constitute an offer or
solicitation by anyone in any state in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. This Prospectus and the accompanying Prospectus Supplement do not
constitute an offer or solicitation of any Underlying Security.
- ----------------------------------------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the '1934 Act') and in accordance therewith files reports
and other information with the Securities and Exchange Commission. Such reports
and other information can be inspected and copied at the public reference
facilities maintained by the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the Regional Offices of the Commission at 500 West
Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York, New
York 10048 and copies can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Reports and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which certain of the Company's securities are listed.
- ----------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 2,
1994, heretofore filed with the Securities and Exchange Commission pursuant to
the 1934 Act, to which reference is hereby made.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered by the accompanying
Prospectus Supplement shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents.
Requests for such copies should be directed to Bruce C. Bennett, Associate
General Counsel -- Treasury Operations and Assistant Secretary, General Electric
Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone
No. (203) 357-4000.
- ----------------------------------------------------------
2
<PAGE>
THE COMPANY
General Electric Capital Corporation was incorporated in 1943 in the State
of New York, under the provisions of the New York Banking Law relating to
investment companies, as successor to General Electric Contracts Corporation,
formed in 1932. Until November 1987, the name of the Company was General
Electric Credit Corporation. All outstanding common stock of the Company is
owned by General Electric Capital Services, Inc., formerly known as General
Electric Financial Services, Inc. ('GE Capital Services'), which is in turn
wholly owned by General Electric Company ('GE Company'). The business of the
Company (which term, as used hereinafter under the above caption 'The Company,'
means the Company and its consolidated affiliates) originally related
principally to financing the distribution and sale of consumer and other
products of GE Company. Currently, however, the type and brand of products
financed and the financial services offered are significantly more diversified.
Very little of the products financed by the Company involves products that are
manufactured by GE Company.
The Company operates in four finance industry segments and in a specialty
insurance industry segment. The Company's financing activities include a full
range of leasing, loan, equipment management services and annuities. The
Company's specialty insurance activities include providing private mortgage
insurance, financial (primarily municipal) guarantee insurance, creditor
insurance, reinsurance and, for financing customers, credit life and property
and casualty insurance. The Company is an equity investor in a retail
organization and certain other financial services organizations. The Company's
operations are subject to a variety of regulations in their respective
jurisdictions.
Services of the Company are offered primarily in the United States, Canada
and Europe. Computerized accounting and service centers, located in Connecticut,
Ohio, Georgia and England, provide financing offices and other service locations
with data processing, accounting, collection, reporting and other administrative
support. The Company's principal executive offices are located at 260 Long Ridge
Road, Stamford, Connecticut 06927 (telephone number (203) 357-4000). At December
31, 1993, the Company employed approximately 27,000 persons.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
- ----------------------------------------------------- ENDED
1989 1990 1991 1992 1993 APRIL 2, 1994
- ----- ----- ----- ----- ----- -------------
<S> <C> <C> <C> <C> <C>
1.30 1.31 1.34 1.44 1.62 1.63
</TABLE>
For purposes of computing the consolidated ratio of earnings to fixed
charges, earnings consist of net earnings adjusted for the provision for income
taxes, minority interest and fixed charges. Fixed charges consist of interest
and discount on all indebtedness and one-third of annual rentals, which the
Company believes is a reasonable approximation of the interest factor of such
rentals.
USE OF PROCEEDS
Unless otherwise provided in the Prospectus Supplement accompanying this
Prospectus, the Company will not receive any cash proceeds from the issuance of
the Support Obligations and related Interests offered hereby and by the
accompanying Prospectus Supplement.
PLAN OF DISTRIBUTION
Unless otherwise provided in the Prospectus Supplement accompanying this
Prospectus, neither the Support Obligations nor the related Interests will be
offered or sold separately from the Underlying Securities to which they relate.
Such Underlying Securities will be offered and sold pursuant to a separate
offering document.
3
<PAGE>
DESCRIPTION OF SUPPORT OBLIGATIONS AND INTERESTS
GENERAL
Support Obligations may include Guarantees, Letters of Credit or Notes or
Loan Obligations that are issued in connection with, and as a means of credit
support for, any part of a fixed or contingent payment obligation of Underlying
Securities issued by third parties. Issuers of Underlying Securities may or may
not be affiliated with the Company. A holder of an Underlying Security will also
hold uncertificated Interests in the related Support Obligation, representing
the credit enhancement of such holder's Underlying Security afforded by the
related Support Obligation.
Support Obligations that are issued in the form of Notes or Loan
Obligations, and the related Interests, are to be issued under an Indenture,
dated as of , 1994 (the 'Indenture'), between the Company and
Mercantile-Safe Deposit and Trust Company (the 'Trustee'). To the extent that
the following disclosure summarizes certain provisions of the Indenture, such
summaries do not purport to be complete, and are subject to, and are qualified
in their entirety by reference to, all the provisions of the Indenture, a form
of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.
The terms and conditions of any Support Obligation and related Interests
will be determined by the terms and conditions of the related Underlying
Securities, and may vary from the general descriptions set forth below. A
complete description of the terms and conditions of any Support Obligations and
related Interests issued pursuant to this Prospectus will be set forth in the
accompanying Prospectus Supplement.
Any Support Obligations and related Interests will be unsecured and will
rank pari passu (equally and ratably) with all other unsecured and
unsubordinated indebtedness of the Company. The terms of a particular Support
Obligation may provide that a different Support Obligation may be substituted
therefor, upon terms and conditions described in the applicable Prospectus
Supplement, provided that such substitution is carried out in conformity with
the Securities Act of 1933 and the rules and regulations thereunder. Unless
otherwise specified in the accompanying Prospectus Supplement, each Support
Obligation will be governed by the law of the State of New York. Neither the
Indenture (with respect to Notes and Loan Obligations) nor any other document or
instrument (with respect to other forms of Support Obligations) will limit the
amount of Support Obligations or Interests that may be issued thereunder or
limit the amount of other debt, secured or unsecured, that may be issued by the
Company. Neither the Indenture (with respect to Notes and Loan Obligations) nor
any other document or instrument (with respect to other forms of Support
Obligations) will contain any provisions (other than those contained in the
Indenture as described below under 'Certain Covenant of the Company') that limit
the ability of the Company to incur indebtedness or that afford holders of
Support Obligations or Interests protection in the event GE Company, as sole
indirect stockholder of the Company, causes the Company to engage in a highly
leveraged transaction, reorganization, restructuring, merger or similar
transaction.
The Company undertakes to procure a rating with respect to any Support
Obligations offered hereby from at least one nationally recognized rating
organization (currently anticipated to be either Moody's Investors Service, Inc.
or Standard & Poor's Corporation) prior to the sale of any such Support
Obligations. It is anticipated that any Support Obligation will be rated at
least AA by Standard & Poor's Corporation or Aa by Moody's Investor's Service
Inc., and in no event will any Support Obligation be rated below investment
grade by either such rating organization. The details for such rating or ratings
will be contained in the accompanying Prospectus Supplement.
The various forms of Support Obligations described below are intended to be
issued in conjunction with structured finance transactions in which the Company
participates. The following hypothetical structured finance transaction is
illustrative of the type of transaction that could lead to the issuance by the
Company of a Support Obligation and related Interests hereunder. Actual
transactions could vary, and will be described in detail in the Prospectus
Supplement accompanying this Prospectus.
GE Capital is an active participant in structuring energy finance
transactions. In such a transaction, GE Capital could create a limited
partnership with an unaffiliated third party and arrange the financing to enable
the partnership to construct, own and operate a cogeneration facility (the
'Project').
4
<PAGE>
Financing for the facility would be obtained from a local governmental authority
(the 'Authority'), which would issue industrial development bonds to finance the
Project, which are referred to herein as the Underlying Securities. The
Underlying Securities would be exempt from the Securities Act of 1933 pursuant
to Section 3(a)(2) thereof. Typically, the proceeds of the offering would be
on-lent by the Authority directly to the Project. To reduce the Project's
borrowing costs, GE Capital, which has a higher credit rating than any Project
would be able to obtain, would provide credit support for the Underlying
Securities in one of the following ways:
By issuing for the benefit of the registered owners of the Underlying
Securities a guarantee of the payment by the Project of principal, premium,
if any, and interest on the Underlying Securities;
By issuing for the benefit of the registered owners of the Underlying
Securities a direct-pay letter of credit allowing the registered owners to
draw from GE Capital any amounts not paid by the Project with respect to
principal, premium, if any, or interest on the Underlying Securities; or
By issuing a note or other form of evidence of indebtedness, whether
pursuant to a loan agreement or directly, to the Authority when the
Authority on-lends the proceeds of the Underlying Securities issue to GE
Capital. GE Capital then on-lends the proceeds to the Project. This
structure gives the holders of the Underlying Securities the benefit of the
higher credit rating of GE Capital.
More detailed descriptions of these forms of Support Obligations follow.
GUARANTEES
Any Guarantees issued from time to time by the Company for the benefit of
registered owners of specified Underlying Securities will include the following
terms and conditions, plus any additional terms specified in the accompanying
Prospectus Supplement.
A Guarantee will provide that the Company unconditionally guarantees the
due and punctual payment of the principal, interest (if any), premium (if any)
and all other amounts due under the applicable Underlying Securities when the
same shall become due and payable, whether at maturity, pursuant to mandatory or
optional prepayments, by acceleration or otherwise, in each case after any
applicable grace periods or notice requirements, according to the terms of the
applicable Underlying Securities. Any Guarantee shall be unconditional
irrespective of the validity or enforceability of the applicable Underlying
Security, any change or amendment thereto or any other circumstances that may
otherwise constitute a legal or equitable discharge or defense of a guarantor.
However, the Company will not waive presentment or demand of payment or notice
with respect to the applicable Underlying Security unless otherwise provided in
the accompanying Prospectus Supplement.
The Company shall be subrogated to all rights of the issuer of the
applicable Underlying Securities in respect of any amounts paid by the Company
pursuant to the provisions of a Guarantee. The Guarantee shall continue to be
effective or reinstated, as the case may be, if at any time any payment made by
the issuer of the applicable Underlying Security is rescinded or must otherwise
be returned upon the insolvency, bankruptcy or reorganization of the Company,
the issuer of the applicable Underlying Security or otherwise.
LETTERS OF CREDIT
Any direct-pay Letters of Credit issued from time to time by the Company
relating to specified Underlying Securities shall include the following terms
and conditions, plus any additional terms specified in the accompanying
Prospectus Supplement.
Any Letter of Credit will be a direct-pay obligation of the Company issued
for the account of the registered owners of the applicable Underlying Securities
or, in certain cases, an agent acting on behalf of the issuer of the applicable
Underlying Securities or a trustee acting on behalf of such registered owners.
The Letter of Credit will be issued in an amount that corresponds to principal
and, if applicable, interest and other payments payable with respect to the
applicable Underlying Securities. Drawings under the Letter of Credit will
reduce the amount available under the Letter of Credit, but
5
<PAGE>
drawings of a recurring nature (such as interest) will automatically be
reinstated following the date of such payment provided such Letter of Credit has
not otherwise expired.
The Letter of Credit will expire at a date and time specified in the
accompanying Prospectus Supplement, and will also expire upon the earlier
occurrence of certain events, as described in the accompanying Prospectus
Supplement.
NOTES OR LOAN OBLIGATIONS
The Company may incur indebtedness from time to time to the issuer of
Underlying Securities, such indebtedness to be evidenced by promissory notes
('Notes') or by loan agreements or other evidences of indebtedness ('Loan
Obligations'). The purpose of incurring such indebtedness and issuing any such
Note or Loan Obligation will be to enable the Company, directly or indirectly,
to provide credit support to the applicable Underlying Securities by means of
the Company's repayment obligation as evidenced by the Note or Loan Obligation.
The Notes or Loan Obligations will provide that only the issuer of the
Underlying Securities to which such Notes or Loan Obligations relate will be
entitled to enforce such Notes or Loan Obligations against the Company. Holders
of the relevant Underlying Securities will not have any third party beneficiary
or other rights under, or be entitled to enforce, the relevant Notes or Loan
Obligations. The terms and provisions of any such Note or Loan Obligation,
including principal amount, provisions or interest and premium, if applicable,
maturity, prepayment provisions, if any, and identity of obligee, will be
described in the applicable Prospectus Supplement.
CERTAIN COVENANT OF THE COMPANY
The following provisions will apply to any Support Obligation issued
pursuant to the Indenture.
The Company covenants that neither it nor any Finance Subsidiary will
subject any of its property or assets to any lien unless the Support Obligations
issued pursuant to the Indenture are secured equally and ratably with other
indebtedness thereby secured. There are excepted from this covenant liens
created to secure obligations for the purchase price of real estate, equipment
or other physical property and certain liens existing at the time any such
property is acquired; liens, existing at the time of acquisition, on acquired
receivables or other nonphysical property if the gross amount of such
receivables and the fair market value of such other property, in the aggregate,
do not exceed 5% of net receivables of the Company and its Finance Subsidiaries
taken on a consolidated basis; liens created to secure the borrowing of money by
a Finance Subsidiary from the Company or another Finance Subsidiary; and certain
other liens not related to the borrowing of money. (Section 4.4)
As used in the preceding paragraph, the term 'Finance Subsidiary' means any
Subsidiary (as defined below) engaged within the United States in the business
of purchasing notes, accounts receivable (whether or not payable in
installments), conditional sale contracts or other paper originating in sales at
wholesale or retail, or of leasing new or used products or of making installment
loans, and the term 'Subsidiary' means any corporation of which the Company
directly or indirectly owns or controls at the time at least a majority of the
outstanding stock having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power to elect a majority of the board of
directors of such corporation.
If upon any consolidation or merger of the Company with any other
corporation, or upon any sale, conveyance or lease of substantially all its
assets, any of the property of the Company or of any Subsidiary owned
immediately prior thereto would thereupon become subject to any mortgage,
pledge, lien or encumbrance, the Company prior to or simultaneously with such
event will secure the Support Obligations issued pursuant to the Indenture
equally and ratably with any other obligations of the Company then entitled
thereto, by a direct lien on such property prior to all liens other than any
theretofore existing thereon. (Section 11.2)
6
<PAGE>
MODIFICATION OF THE INDENTURE
The following provisions will apply to any Support Obligation issued
pursuant to the Indenture.
The Indenture permits the Company and the Trustee, with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of Support
Obligations of each series issued pursuant to the Indenture affected outstanding
and Interests of such series (voting together as a single class), to add any
provisions to or change in any manner or eliminate any of the provisions of the
Indenture or modify in any manner the rights of the holders of the Support
Obligations of each such series, provided that no such addition or modification
shall (i) among other things, reduce the principal amount of any such Support
Obligation, or (ii) reduce the aforesaid percentage of principal amount of such
Support Obligations of any series, the consent of the holders of which is
required for any addition or modification, without in each case the consent of
the holder of each such Support Obligation so affected. (Section 10.2)
EVENTS OF DEFAULT
The following provisions will apply to any Support Obligation issued
pursuant to the Indenture.
An Event of Default with respect to any series of Support Obligations
issued pursuant to the Indenture is defined in the Indenture as being (a)
default in any payment of principal or premium, if any, or interest on any
Support Obligation of such series in accordance with the terms of the related
Credit Support Agreement; or (b) any other Event of Default as defined in the
related Credit Support Agreement to the extent specifically identified pursuant
to Section 2.2 of the Indenture. (Section 6.1.) The Indenture requires the
Company to deliver to the Trustee annually a written statement as to the
presence or absence of certain defaults under the terms thereof. (Section 4.5.)
No Event of Default with respect to a particular series of Support Obligations
under the Indenture necessarily constitutes an Event of Default with respect to
any other series of Support Obligations issued thereunder or other series of
Support Obligations not entitled to the benefits of the Indenture.
The Indenture provides that during the continuance of an Event of Default
with respect to any series of Support Obligations issued pursuant to the
Indenture, either the Trustee or the holders of 25% in aggregate principal
amount of the outstanding Support Obligations of such series and the Interests
of such series (voting together as a single class) may declare the principal of
all such Support Obligations to be due and payable immediately, but under
certain conditions such declaration may be annulled by the holders of a majority
in principal amount of such Support Obligations then outstanding. The Indenture
provides that past defaults with respect to a particular series of Support
Obligations issued pursuant to the Indenture (except, unless theretofore cured,
a default in payment of principal of, or interest on any of the Support
Obligations of such series) may be waived on behalf of the holders of all
Support Obligations of such series by the holders of a majority in principal
amount of such Support Obligations then outstanding. (Sections 6.1. and 6.7.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default with respect to any series of Support
Obligations issued pursuant to the Indenture shall occur and be continuing, the
Trustee shall be under no obligation to exercise any of its rights or powers
under the Indenture at the request, order or direction of any holders of Support
Obligations of any series issued thereunder unless such holders shall have
offered to the Trustee reasonable indemnity. (Section 6.4.) Subject to such
indemnification provision, the Indenture provides that the holders of a majority
in principal amount of the Support Obligations of any series issued pursuant to
the Indenture and the Interests of such series (voting together as a single
class) thereunder at the time outstanding shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee with
respect to the Support Obligations of such series, provided that the Trustee may
decline to follow any such direction if it has not been offered reasonable
indemnity therefor or if it determines that the proceedings so directed would be
illegal or involve it in any personal liability. (Section 6.7.)
7
<PAGE>
CONCERNING THE TRUSTEE
Mercantile-Safe Deposit and Trust Company acts as trustee under several
other indentures with the Company, pursuant to which a number of series of
senior, unsecured notes of the Company are presently outstanding.
Any material business and other relationships (including additional
trusteeships), other than the present and prospective trusteeships referred to
in the foregoing paragraph, between, on the one hand, the Company, GE Company
and other affiliates of GE Company and, on the other hand, the Trustee under the
Indenture pursuant to which any of the Support Obligations to which the
Prospectus Supplement accompanying this Prospectus relates are to be issued
pursuant to the Indenture, are described in such Prospectus Supplement.
LEGAL OPINIONS
Except as may be otherwise specified in the Prospectus Supplement
accompanying this Prospectus, the legality of the Support Obligations will be
passed upon for the Company by one of Burton J. Kloster, Jr., a director and
Senior Vice President, General Counsel and Secretary of the Company or Bruce C.
Bennett, Associate General Counsel -- Treasury Operations and Assistant
Secretary of the Company. Messrs. Kloster and Bennett, together with members of
their families, own, have options to purchase and have other interests in shares
of common stock of GE Company.
EXPERTS
The financial statements and schedules of General Electric Capital
Corporation and consolidated affiliates as of December 31, 1993 and 1992 and for
each of the years in the three-year period ended December 31, 1993, appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated by reference herein, have been incorporated herein in reliance upon
the report of KPMG Peat Marwick, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement....................................................... $172,415
Accounting Fees and Expenses................................................................ 28,000*
Blue Sky Filing and Counsel Fees............................................................ 20,000*
Printing and Engraving Fees................................................................. 20,000*
Miscellaneous............................................................................... 2,000
--------
Total............................................................................. $242,415
--------
--------
</TABLE>
- ------------
* Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 7018-7022 of the New York Banking Law the Company may or
shall, subject to various exceptions and limitations, indemnify its directors or
officers as follows:
a. If a director or officer is made or threatened to be made a party
to an action by or in the right of the Company to procure a judgement in
its favor, by reason of the fact that he is or was a director or officer of
the Company or is or was serving at the request of the Company as a
director or officer of some other enterprise (including an employee benefit
plan), the Company may indemnify him against amounts paid in settlement and
reasonable expenses, including attorney's fees, incurred in the defense or
settlement of such action or an appeal therein, if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in
(or, in the case of service for any other enterprise, not opposed to) the
best interests of the Company, except that no indemnification is available
under such statutory provisions in respect of a threatened action or a
pending action which is settled or otherwise disposed of, or any claim or
issue or matter as to which such person is found liable to the Company,
unless in each such case a court determines that such person is fairly and
reasonably entitled to indemnity for such amount as the court deems proper.
b. With respect to any action or proceeding other than one by or in
the right of the Company to procure a judgment in its favor, if a director
or officer is made or threatened to be made a party by reason of the fact
that he was director or officer of the Company, or served some other
enterprise (including an employee benefit plan) at the request of the
Company, the Company may indemnify him against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorney's fees
incurred as a result of such action or proceeding, or an appeal therein, if
he acted in good faith for a purpose which he reasonably believed to be in
(or, in the case of service for any other enterprise, not opposed to) the
best interests of the Company and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful.
c. A director or officer that has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding of
the character described in subparagraphs a or b above, shall be entitled to
indemnification as authorized in such paragraphs.
The foregoing statement is subject to the detailed provisions of Sections
7018-7022 of the New York Banking Law.
The indemnification and advancement of expenses granted pursuant to the New
York Banking Law, as summarized in the foregoing paragraph, are not exclusive of
any other rights to indemnification or advancement of expenses to which a
directory or officer may be entitled, provided that no indemnification may be
made if a judgment adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause so adjusted, or that he personally
gained a financial profit or other advantage to which he was not legally
entitled. The By-Laws of the Company provide that directors and officers of the
Company shall be indemnified to the fullest extent permitted by law in
connection with any actual or threatened action or proceeding (including civil,
criminal, administrative or investigative proceedings) arising out of
II-1
<PAGE>
their service to the Company or to another organization at the Company's
request. Persons who are not directors or officers of the Company may be
similarly indemnified in respect of such service to the extent authorized at any
time by the Board of Directors.
Any indemnification arrangements made in connection with the distribution
of any Support Obligations will be described in the applicable Underwriting
Agreement or similar instrument governing such distribution which will be filed
as an amendment to this Registration Statement.
The directors of the Company are insured under officers and directors
liability insurance policies purchased by GE Company. The directors, officers
and employees of the Company are also insured against fiduciary liabilities
under the Employee Retirement Income Security Act 1974.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------------------------------------------------------
<S> <C>
4 --Form of Indenture, dated as of , 1994, between the Company and Mercantile-Safe Deposit and Trust
Company.
5 -- Opinion and consent of Bruce C. Bennett, Associate General Counsel -- Treasury Operations and
Assistant Secretary of the Company.*
12 -- Computation of ratio of earnings to fixed charges.
23 -- Consent of KPMG Peat Marwick.*
Consent of Bruce C. Bennett (included in his opinion referred to in Exhibit 5 above).
24 -- Power of Attorney.*
26 --Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
Mercantile-Safe Deposit and Trust Company in respect of the Indenture filed as Exhibit 4.
</TABLE>
- ------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned 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 the 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
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
registration statement is on Form S-3 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 by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
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 post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering; (4) 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 that is incorporated by reference in the 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.
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 provisions described under Item 15 above, 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 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
II-2
<PAGE>
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successfully defense of
any action, suit or proceeding) is asserted by such director, officer of
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 policy as expressed
in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of section 310 of the Trust Indenture Act of 1939 (the 'TIA') in accordance
with the rules and regulations prescribed by the Commission under section
305(b)(2) of the TIA.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Capital Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut, on the day of , 1994.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ JAMES A. PARKE
...................................
(JAMES A. PARKE
SENIOR VICE PRESIDENT, FINANCE)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
* Chairman of the Board, President and Chief May 18, 1994
......................................... Executive Officer (Principal Executive
(GARY C. WENDT) Officer)
/S/ JAMES A. PARKE Senior Vice President, Finance and Director May 18, 1994
......................................... (Principal Financial and Accounting
(JAMES A. PARKE) Officer)
* Senior Vice President -- Corporate Treasury
......................................... and Global Funding Operation
(JEFFREY S. WERNER)
* Director
.........................................
(NIGEL D.T. ANDREWS)
* Director
.........................................
(JAMES R. BUNT)
Director
.........................................
(MICHAEL A. CARPENTER)
* Director May 18, 1994
.........................................
(DENNIS D. DAMMERMAN)
Director
.........................................
(PAOLO FRESCO)
* Director
.........................................
(BENJAMIN W. HEINEMAN, JR.)
* Director
.........................................
(BURTON J. KLOSTER, JR.)
* Director
.........................................
(HUGH J. MURPHY)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
* Director
.........................................
(DENIS J. NAYDEN)
* Director
.........................................
(JOHN M. SAMUELS)
* Director May 18, 1994
.........................................
(EDWARD D. STEWART)
* Director
.........................................
(JOHN F. WELCH, JR.)
* By: /s/ JAMES A. PARKE
.........................................
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ---------------------------------------------------------------------------------------------------- ----
<S> <C> <C>
4 -- Form of Indenture, dated as of , 1994, between the Company and Mercantile-Safe Deposit and Trust
Company...........................................................................................
5 -- Opinion and Consent of Bruce C. Bennett, Associate General Counsel -- Treasury Operations and
Assistant Secretary of the Company*...............................................................
12 -- Computation of ratio of earnings to fixed charges................................................
23 -- Consent of KPMG Peat Marwick*....................................................................
24 -- Power of Attorney*...............................................................................
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
Mercantile-Safe Deposit and Trust Company in respect of the Indenture filed as Exhibit 4..........
</TABLE>
- ------------
* Previously filed.
<PAGE>
________________________________________________________________________________
GENERAL ELECTRIC CAPITAL CORPORATION,
ISSUER
AND
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY,
INDENTURE
DATED AS OF MAY , 1994
NOTES AND LOAN OBLIGATIONS AND INTERESTS THEREIN
________________________________________________________________________________
<PAGE>
REFERENCE SHEET
Reference is made to the following provisions of the Trust Indenture Act of
1939, as amended, which establish certain duties and responsibilities of the
Company and the Trustee which may not be set forth in this Indenture:
<TABLE>
<CAPTION>
SECTION SUBJECT SECTION SUBJECT
- -------- --------------------------------------------- -------- ---------------------------------------------
<S> <C> <C> <C>
310(b) Disqualification of the Trustee for 315(b) Notice of default from the Trustee to
conflicting interest Securityholders
311 Preferential collection of claims of the 315(c) Duties of the Trustee in case of default
Trustee as creditor of the Company
312(a) Periodic filing of information by the Company 315(d) Provisions relating to responsibility of the
with Trustee Trustee
312(b) Access of Securityholders to information 315(e) Assessment of costs against litigating
Securityholders in certain circumstances
313(a) Annual report of the Trustee to 316(a) Directions and waivers by Securityholders in
Securityholders certain circumstances
313(b) Additional reports of the Trustee to 316(b) Prohibition of impairment of right of
Securityholders Securityholders to payment
314(a) Reports by the Company, including annual 316(c) Right of the Company to set record date for
compliance certificate certain purposes
314(c) Evidence of compliance with conditions 317(a) Special powers of the Trustee
precedent
315(a) Duties of the Trustee prior to default 318(a) Provisions of Trust Indenture Act of 1939 to
control in case of conflict
</TABLE>
- ------------
This reference sheet is not a part of the Indenture.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I
DEFINITIONS
Section 1.1. Definitions................................................................................... 1
Authority..................................................................................... 2
Board of Directors............................................................................ 2
Bonds......................................................................................... 2
Company....................................................................................... 2
Credit Support Agreement...................................................................... 2
Credit Support Obligation..................................................................... 2
Dollars....................................................................................... 2
Event of Default.............................................................................. 2
Indenture..................................................................................... 2
Interests..................................................................................... 2
Loan Agreement................................................................................ 2
Loan Obligation............................................................................... 2
Officers' Certificate......................................................................... 2
Opinion of Counsel............................................................................ 3
Outstanding................................................................................... 3
Paying Agent.................................................................................. 3
Person........................................................................................ 3
principal office of the Trustee............................................................... 3
Responsible Officer........................................................................... 3
Security or Securities........................................................................ 4
Securities Act................................................................................ 4
Subsidiary.................................................................................... 4
Trustee....................................................................................... 4
Trust Indenture Act........................................................................... 4
ARTICLE II
DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF SECURITIES AND INTERESTS
Section 2.1. Forms......................................................................................... 4
Section 2.2. Amount Unlimited; Issuance in Series and Series............................................... 5
Section 2.3. Authentication................................................................................ 6
Section 2.4. Date and Denomination of Credit Support Obligations; Payments................................. 8
Section 2.5. Execution of Credit Support Obligations....................................................... 8
Section 2.6. Exchange and Registration of Transfer of Credit Support Obligations........................... 9
Section 2.7. Mutilated, Destroyed, Lost or Stolen Credit Support Obligations............................... 9
Section 2.8. Cancellation of Credit Support Obligations Paid, etc.......................................... 10
i
<PAGE>
ARTICLE III
REDEMPTION OF SECURITIES
Section 3.1. Prepayment of the Loan Obligation............................................................. 10
Section 3.2. Redemption of the Interests................................................................... 10
ARTICLE IV
COVENANTS
Section 4.1. Payment of Principal, Premium and Interest.................................................... 10
Section 4.2. Maintenance of Security Register; Maintenance of Office or Agency............................. 11
Section 4.3. Appointments to Fill Vacancies in Trustee's Office............................................ 11
Section 4.4. Limitation on Liens........................................................................... 11
Section 4.5. Statement as to Compliance.................................................................... 11
ARTICLE V
HOLDER LISTS
AND REPORTS BY THE TRUSTEE
Section 5.1. Securityholder Lists.......................................................................... 13
Section 5.2. Delivery of Reports by the Trustee............................................................ 13
ARTICLE VI
REMEDIES OF THE TRUSTEE AND
HOLDERS ON EVENT OF DEFAULT
Section 6.1. Events of Default............................................................................. 13
Section 6.2. Payment of Credit Support Obligation on Default; Suit Therefor................................ 14
Section 6.3. Application of Moneys Collected by Trustee.................................................... 16
Section 6.4. Proceedings by Securityholders................................................................ 17
Section 6.5. Proceedings by Trustee........................................................................ 17
Section 6.6. Remedies Cumulative and Continuing............................................................ 17
Section 6.7. Direction of Proceedings and Waiver of Defaults by Securityholders............................ 18
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE VII
CONCERNING THE TRUSTEE
Section 7.1. Reliance on Documents, Opinions, etc.......................................................... 18
Section 7.2. No Responsibility for Recitals................................................................ 18
Section 7.3. Ownership of Securities....................................................................... 18
Section 7.4. Moneys to be Held in Trust.................................................................... 19
Section 7.5. Compensation and Expenses of Trustee.......................................................... 19
Section 7.6. Officers' Certificate as Evidence............................................................. 19
Section 7.7. Eligibility of Trustee........................................................................ 19
Section 7.8. Resignation or Removal of Trustee............................................................. 19
Section 7.9. Acceptance by Successor Trustee............................................................... 20
Section 7.10. Succession by Merger, etc..................................................................... 32
ARTICLE VIII
CONCERNING THE SECURITYHOLDERS
Section 8.1. Action by Securityholders..................................................................... 21
Section 8.2. Proof of Execution by Securityholders......................................................... 22
Section 8.3. Who Are Deemed Absolute Owners................................................................ 22
Section 8.4. Revocation of Consents........................................................................ 22
ARTICLE IX
SECURITYHOLDERS' MEETINGS
Section 9.1. Purposes of Meetings.......................................................................... 22
Section 9.2. Call of Meetings by Trustee................................................................... 23
Section 9.3. Call of Meetings by the Company or Securityholders............................................ 23
Section 9.4. Qualifications for Voting..................................................................... 23
Section 9.5. Regulations................................................................................... 23
Section 9.6. Voting........................................................................................ 24
Section 9.7. No Delay of Rights by Meeting................................................................. 25
iii
<PAGE>
ARTICLE X
SUPPLEMENTAL INDENTURES
Section 10.1. Supplemental Indentures without Consent of Securityholders.................................... 25
Section 10.2. Supplemental Indentures with Consent of Securityholders....................................... 26
Section 10.3. Compliance with Trust Indenture Act;
Effect of Supplemental Indentures............................................................. 27
Section 10.4 Notation on Securities........................................................................ 27
Section 10.5. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee...................... 27
ARTICLE XI
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Section 11.1. Company May Not Consolidate, etc., Except Under Certain Conditions............................ 26
Section 11.2. Loan Obligation to be Secured in Certain Events............................................... 28
Section 11.3. Successor Corporation to be Substituted....................................................... 28
Section 11.4. Documents to be Given Trustee................................................................. 28
ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 12.1. Discharge of Indenture........................................................................ 28
Section 12.2. Deposited Moneys to be Held in Trust by Trustee............................................... 29
ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
Section 13.1. Indenture and Loan Obligation Solely Corporate Obligations.................................... 29
iv
<PAGE>
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 14.1. Provisions Binding on Company's Successors.................................................... 29
Section 14.2. Official Acts by Successor Corporation........................................................ 30
Section 14.3. Addresses for Notices, etc. .................................................................. 30
Section 14.4. New York Contract............................................................................. 30
Section 14.5. Legal Holidays................................................................................ 30
Section 14.6. Table of Contents, Headings, etc.............................................................. 30
Section 14.7. Execution in Counterparts..................................................................... 30
Section 14.8. Separability.................................................................................. 30
Section 14.9. Benefits...................................................................................... 31
</TABLE>
v
<PAGE>
INDENTURE
THIS INDENTURE, dated as of May , 1994 between General Electric Capital
Corporation, a corporation duly organized and existing under the laws of the
State of New York (the 'Company'), and Mercantile-Safe Deposit and Trust
Company, a banking association duly organized and existing under the laws of the
State of Maryland (the 'Trustee').
WITNESSETH:
WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of (i) its unsecured
Notes or Loan Obligations of one or more series and (ii) Interests therein
(collectively, the 'Securities'), as in this Indenture provided, up to such
principal amount or amounts as may from time to time be authorized by or
pursuant to authority delegated by, the Board of Directors (as such terms are
hereinafter defined); and
WHEREAS, the Company has done all acts and things necessary to make this
Indenture, when duly executed and delivered by the parties hereto, a valid
agreement of the Company according to its terms.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to declare the terms and conditions upon which the Notes and
Loan Obligations are authenticated, issued and delivered, upon which the
Interests are to be issued, and in consideration of the purchase from time to
time and acceptance of the Securities by the holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all holders
from time to time of the Securities or any series thereof as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 DEFINITIONS. The terms defined in this Section 1.1 (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture shall have the respective meanings specified
in this Section 1.1. All other terms used in this Indenture which are defined in
the Trust Indenture Act of 1939, as amended, or which are by reference therein
defined in the Securities Act of 1933, as amended (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
The words 'herein', 'hereof', and 'hereunder'
1
<PAGE>
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.
'Authority' means the governmental authority or other issuer of Bonds with
respect to which a series of Securities is issued hereunder as a Credit Support
Obligation.
'Board of Directors' means the Board of Directors of the Company or any
committee of such Board or specified officers of the Company to which the powers
of such Board have been lawfully delegated.
'Bonds' means one or more series of tax-exempt notes, bonds or other
evidence of indebtedness issued by an Authority with respect to which a series
of Securities is issued hereunder as a Credit Support Obligation.
'Company' means General Electric Capital Corporation, a New York
corporation, until any successor corporation shall have become such pursuant to
the provisions of Article XI, and thereafter 'Company' shall mean such
successor, except as otherwise provided in Section 11.3.
'Credit Support Agreement' means the note, loan agreement or other
document(s) or instrument(s) executed and delivered by the Company relating to
any series of Bonds issued by an Authority with respect to which a series of
Securities is issued hereunder to provide credit support, such Credit Support
Agreement to evidence the Company's Credit Support Obligation.
'Credit Support Obligation' means, with respect to any series of Bonds
issued by an Authority, the Company's obligation to such Authority pursuant to a
Credit Support Agreement, which obligation is intended to constitute a form of
credit support for such series of Bonds.
'Dollars' and '$' mean the lawful currency of the United States of America.
'Event of Default' has the meaning specified in Section 6.1.
'Indenture' means this instrument as originally executed or as it may be
amended or supplemented from time to time as herein provided.
'Interests' means the interests of the holders of any series of Bonds in
the series of Credit Support Obligations issued hereunder.
'Officers' Certificate' means a certificate signed by the President, the
Chairman or any vice chairman of the Board or any Vice President and by the
Senior Vice President -- Corporate Treasury and Global Funding Operation or any
Assistant Treasurer, the Comptroller or the Secretary or any Assistant Secretary
of the Company and delivered to the Trustee. Each such certificate shall comply
with Section 314(c) of the Trust Indenture Act, to the extent applicable.
2
<PAGE>
'Opinion of Counsel' means an opinion in writing signed by legal counsel,
who may be an employee of or of counsel to the Company or may be other counsel
satisfactory to the Trustee. Each such opinion shall comply with Section 314(c)
of the Trust Indenture Act, to the extent applicable.
'Outstanding', when used with reference to Securities, shall mean, except
as otherwise required by the Trust Indenture Act, as of any particular time, all
Credit Support Obligations authenticated and delivered by the Trustee under this
Indenture and all Interests relating thereto, except:
(a) Credit Support Obligations, or portions thereof, theretofore
cancelled by the Trustee or delivered to the Trustee for cancellation and
all Interests relating thereto;
(b) Credit Support Obligations, or portions thereof, for the payment
or prepayment of which moneys in the necessary amount have been theretofore
deposited in trust with the Trustee or set aside and segregated in trust by
the Company (who shall act as its own Paying Agent) and all Interests
relating thereto; provided that if any Credit Support Obligation is to be
prepaid, notice of such prepayment shall have been given as in Article III
provided, or provision therefor satisfactory to the Trustee has been made
for the giving of such notice; and
(c) Credit Support Obligations in lieu of or in substitution for which
other Credit Support Obligations shall have been authenticated and
delivered, or which shall have been paid, pursuant to the terms of Section
2.07, unless proof satisfactory to the Trustee is presented that any such
Credit Support Obligations are held by persons in whose hands any of such
Credit Support Obligations is a valid and binding obligation of the
Company.
'Paying Agent' means any Person (including the Company) authorized by the
Company to pay the principal of or interest on any Credit Support Obligation on
behalf of the Company.
'Person' means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
'principal office of the Trustee', or other similar term, shall mean the
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
located at Two Hopkins Plaza, G Level, Baltimore, Maryland 21201.
'Responsible Officer' when used with respect to the Trustee means the
chairman or any vice chairman of the board of directors, the chairman or any
vice chairman of the executive
3
<PAGE>
committee of the board of directors, the president, any executive vice
president, any senior vice president, any vice president, any second vice
president, any assistant vice president, the cashier, any assistant cashier, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, any
senior trust officer, any trust officer, any assistant trust officer, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.
'Security' or 'Securities' means any Credit Support Obligation
authenticated by the Trustee and delivered under this Indenture and the
Interests relating thereto.
'Securities Act' means the Securities Act of 1933, as amended.
'Subsidiary' means any corporation of which the Company directly or
indirectly owns or controls at the time at least a majority of the outstanding
stock having under ordinary circumstances (not dependent upon the happening of a
contingency) voting power to elect a majority of the board of directors of such
corporation.
'Trustee' means the corporation or association named as Trustee in this
Indenture and, subject to the provisions of Article VII hereof, shall also
include its successors and assigns as Trustee hereunder.
'Trust Indenture Act' means the Trust Indenture Act of 1939, as amended, as
it was in force at the date of execution of this Indenture, except as provided
in Section 10.3.
ARTICLE II
DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF SECURITIES
SECTION 2.1. FORMS. The Credit Support Obligations shall be in
substantially such form, or shall be evidenced by such agreement or other
instrument as shall be established by one or more duly authorized officers of
the Company, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such legends or endorsements placed thereon as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which such Securities may be listed, or to conform to usage.
4
<PAGE>
The Trustee's Certificate of Authentication on all Credit Support
Obligations shall be in substantially the following form, and shall be executed
on behalf of the Trustee by its authorized officer or agent:
This is one of the Credit Support Obligations of the series designated
therein described in the within-mentioned Indenture.
____________________________________,
as Trustee
By ____________________________________
The Interests shall be issued from time to time in uncertificated form and
no other instrument evidencing the Interest will be issued. The Interests shall
not be severable from the related Credit Support Obligations of the same series.
SECTION 2.2. AMOUNT UNLIMITED; ISSUANCE IN SERIES. The aggregate principal
amount of Credit Support Obligations which may be authenticated and delivered
under this Indenture and Interests which may be issued under this Indenture is
unlimited.
The Credit Support Obligations and related Interests may be issued in one
or more series. There shall be established in or pursuant to a resolution of the
Board of Directors or established in one or more indentures supplemented hereto,
prior to the issuance of Credit Support Obligations of any series,
(1) the title of the series (which shall distinguish the Credit
Support Obligations of such series from all other Credit Support
Obligations);
(2) any limit upon the aggregate principal amount of the Credit
Support Obligations of such series which may be authenticated and delivered
under this Indenture (except for Credit Support Obligations authenticated
and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Credit Support Obligation of the series pursuant to Section
2.6, 2.7, Article III (to the extent provision is made for reissuance of
Credit Support Obligations upon partial redemptions) or Section 10.4);
(3) the date or dates on which the principal and premium, if any, of
the Credit Support Obligations of the series are payable;
(4) the rate or rates, or the method of determination thereof, at
which the Credit Support Obligations of the series shall bear interest, if
any, the date or dates from which such interest shall accrue, the interest
payment dates on which such interest shall be payable;
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(5) the place or places where the principal of, and premium, if any, and
any interest on Credit Support Obligations of the series shall be payable;
(6) the Specified Currency of the Credit Support Obligations of the series;
(7) the price or prices at which, the period or periods within which and
the terms and conditions upon which Credit Support Obligations of the series may
be redeemed, in whole or in part, at the option of the Company, or otherwise
(or, if the corresponding Credit Support Agreement describes any such rights,
the relevant provisions of such Credit Support Agreement shall be referred to
and made a part of such document or instrument as that establishes the terms of
such series of Credit Support Obligations);
(8) the obligation, if any, of the Company to redeem, purchase or repay
Credit Support Obligations of the series at the option of a holder thereof and
the price or prices at which and the period or periods within which and the
terms and conditions upon which Credit Support Obligations of the series shall
be redeemed, purchased or repaid, in whole or in part, to such obligation (or,
if the corresponding Credit Support Agreement describes any such rights, the
relevant provisions of such Credit Support Agreement shall be referred to and
made a part of such document or instrument as that establishes the terms of such
series of Credit Support Obligations);
(9) the denominations in which Credit Support Obligations of the series
shall be issuable;
(10) any Events of Default with respect to the Credit Support Obligations
of the series, if not set forth herein;
(11) any trustees, depositaries, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Credit Support
Obligations of such series;
Interests in any series of Credit Support Obligations shall be established
concurrently with the establishment of the terms of such series of Credit
Support Obligations pursuant to this Section 2.2. Such Interests shall entitle
the holder of the Bonds with respect to which a series of Credit Support
Obligations is created to the rights, if any, such holder of Bonds has in the
Credit Support Obligations pursuant to the terms of the related Credit Support
Agreement.
SECTION 2.3. AUTHENTICATION. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Credit Support
Obligations of any series executed by the Company to the Trustee or its agent
for authentication. Except as otherwise provided in this Article Two, the
Trustee shall thereupon authenticate and deliver, or cause to
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be authenticated and delivered, said Credit Support Obligations to or upon the
written order of the Company, signed by its President, its Chairman or any Vice
Chairman of the Board or one of its Vice Presidents and by its Senior Vice
Preisdent -- Corporate Treasury and Global Funding Operation or its Comptroller.
In authenticating or causing the authentication of such Credit Support
Obligations, and accepting the additional responsibilities under this Indenture
in relation to such Credit Support Obligations and the related Interests, the
Trustee shall be entitled to receive and (subject to Section 7.1) shall be fully
protected in relying upon:
(1) a copy of any resolution or resolutions of the Board of Directors
relating thereto and, if applicable, an appropriate record of any action
taken pursuant to such resolution, in each case certified by the Secretary
or an Assistant Secretary of the Company;
(2) an executed supplemental indenture, if any, relating thereto;
(3) an Officers' Certificate which shall also state to the best
knowledge of the signers of such Certificate that no Event of Default with
respect to any series of Credit Support Obligations or Interests shall have
occurred and be continuing; and
(4) an Opinion of Counsel which shall also state:
(a) that the forms and terms of such Credit Support Obligations and
Interests have been established in conformity with the provisions of
this Indenture:
(b) that such Credit Support Obligations and Interests, when
authenticated (in the case of the Securities) and delivered by or at the
direction of the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
reorganization or other laws of general applicability relating to or
affecting the enforcement of creditors' rights and to general equity
principles;
(c) that the Company has the corporate power to issue such Credit
Support Obligations and Interests, and has duly taken all necessary
corporate action with respect to such issuance;
(d) that the issuance of such Credit Support Obligations and
Interests will not contravene the organization certificate or by-laws of
the Company or result in any violation of any of the terms or provisions
of any law or regulation or of any indenture,
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mortgage or other agreement known to such Counsel by which the Company
or any of its Subsidiaries is bound; and
(e) that all laws and requirements in respect of the execution and
delivery by the Company of such Credit Support Obligations and Interests,
and the related supplemental indenture, if any, have been complied with and
that authentication and delivery of such Credit Support Obligations and
Interests, if any, and the execution and delivery of the related
supplemental indenture, if any, by the Trustee will not violate the terms
of this Indenture.
The Trustee shall have the right to decline to authenticate and deliver or
cause to be authenticated and delivered any Credit Support Obligations under
this Section if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee in good faith by its board of
directors or trustees, executive committee, or a trust committee of directors of
trustees and/or vice presidents shall determine that such action would expose
the Trustee to personal liability to existing Credit Support Obligations holders
or Interestholders.
SECTION 2.4. DATE AND DENOMINATION OF CREDIT SUPPORT OBLIGATIONS; PAYMENTS.
The Credit Support Obligations of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.2. Credit
Support Obligations of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such pan as the officers of
the Company executing the same may determine with the approval of the Trustee.
Every Credit Support Obligation shall be dated the date of its authentication.
Principal, premium, if any, and interest on any series of Credit Support
Obligations shall be payable as provided in the related Credit Support
Agreement.
SECTION 2.5. EXECUTION OF CREDIT SUPPORT OBLIGATIONS. The Credit Support
Obligations shall be signed in the name and on behalf of the Company by the
manual or facsimile signature of its President, its Chairman of the Board, its
Senior Vice President, Finance or its Senior Vice President -- Corporate
Treasury and Global Funding Operation, under its corporate seal (which may be
printed, engraved or otherwise reproduced thereon, by facsimile or otherwise)
attested by the Secretary or any Assistant Secretary of the Company. Only such
Credit Support Obligations as shall bear thereon a certificate of authentication
substantially in the form herein recited, executed by the Trustee, and the
related Interests shall be entitled to the benefits of this Indenture or be
valid or obligatory for any purpose. Such certificate by the Trustee upon any
Credit Support Obligations executed by the Company shall be conclusive evidence
that the Credit Support Obligations so authenticated has been duly authenticated
and delivered hereunder and that the holder is entitled to the benefits of this
Indenture.
In case any officer of the Company who shall have signed any of the Credit
Support Obligations shall cease to be such officer before the Credit Support
Obligations shall have been
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authenticated and delivered by the Trustee, or disposed of by the Company, such
Credit Support Obligations nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Credit Support Obligations had
not ceased to be such officer of the Company; and any Credit Support Obligation
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Credit Support Obligation, shall be the proper officers of
the Company, although at the date of the execution of this Indenture any such
person was not such an officer.
SECTION 2.6. EXCHANGE AND REGISTRATION OF TRANSFER OF CREDIT SUPPORT
OBLIGATIONS. Credit Support Obligations of any series may be exchanged for a
like aggregate principal amount of Credit Support Obligations of the same series
of other authorized denominations only to the extent provided in the related
Credit Support Agreement.
SECTION 2.7. MUTILATED, DESTROYED, LOST OR STOLEN CREDIT SUPPORT
OBLIGATIONS. In case any Credit Support Obligation shall become mutilated or be
destroyed, lost or stolen, the Company in the case of a mutilated Credit Support
Obligation shall, and in the case of a lost, stolen, or destroyed Credit Support
Obligation may in its discretion, execute and, upon the written request or
authorization of any officer of the Company, the Trustee shall authenticate and
deliver, a new Credit Support Obligation of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the
mutilated Credit Support Obligation so destroyed, lost or stolen. In every case
the applicant for a substituted Credit Support Obligation shall furnish to the
Company and to the Trustee such Credit Support Obligation or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Credit Support Obligation and of the ownership thereof.
Upon the issuance of any substituted Credit Support Obligation, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Credit Support Obligation which has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substituted Credit Support
Obligation, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Credit Support Obligation) if the applicant
for such payment shall furnish to the Company and to the Trustee such security
or indemnity as may be required by them to save each of them harmless and, in
case of destruction, loss or theft, evidence satisfactory to the Company and the
Trustee of the destruction, loss or theft of such Credit Support Obligation and
the ownership thereof.
Every substituted Credit Support Obligation issued pursuant to the
provisions of this Section 2.7 by virtue of the fact that any Credit Support
Obligation is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Credit Support Obligation shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other
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Credit Support Obligations of the same series duly issued hereunder. All Credit
Support Obligations shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude (to the
extent lawful) any and all other rights or remedies with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.
SECTION 2.8. CANCELLATION OF CREDIT SUPPORT OBLIGATIONS PAID, ETC. All
Credit Support Obligations surrendered for the purpose of payment, redemption,
repayment, exchange or registration of transfer shall, if surrendered to the
Company, any paying agent or any other agent of the Company or of the Trustee,
be delivered to the Trustee and promptly cancelled by it, or, if surrendered to
the Trustee, shall be promptly cancelled by it, and no Credit Support Obligation
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee may destroy cancelled Credit Support
Obligations, deliver a certificate of such destruction to the Company or, at the
written request of the Company, shall deliver canceled Credit Support
Obligations to the Company. If the Company shall acquire any of the Credit
Support Obligations, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Credit Support
Obligations unless and until the same are delivered to the Trustee for
cancellation.
ARTICLE III
REDEMPTION OF SECURITIES
SECTION 3.1. PREPAYMENT OF THE CREDIT SUPPORT OBLIGATIONS. The Credit
Support Obligations of any series shall be subject to redemption at the option
of the Company or at the option of the holder, in either case in whole or in
part, to the extent, and upon the terms, established pursuant to Section 2.2
hereof.
SECTION 3.2 REDEMPTION OF THE INTERESTS. Interests, or a portion thereof,
shall be automatically redeemed, without further action by the Company or the
Trustee, when a corresponding Credit Support Obligation is redeemed pursuant to
Section 3.1 of this Indenture.
ARTICLE IV
COVENANTS
SECTION 4.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of, premium, if any, and interest on, each Credit Support
Obligation in accordance with the terms of the related Credit Support Agreement.
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SECTION 4.2 MAINTENANCE OF SECURITY REGISTER; MAINTENANCE OF OFFICE OR
AGENCY. (a) The Company will keep at an office or agency proper books of record
and account (which books may be in written form or in any other form capable of
being converted into written form) in which full and correct entries shall be
made in respect of each series of Credit Support Obligations and which shall
contain the names and addresses of all Credit Support Obligation holders and the
principal amounts of their respective Securities (collectively, the 'Security
Register').
(b) The Company will maintain in the Borough of Manhattan, the City of New
York an office or agency where notices and demands hereunder upon the Company,
as appropriate, in respect of the Securities and this Indenture may be served.
The Company will give prompt written notice to the Trustee and the Credit
Support Obligation holders of the location, and any change in the location, of
any such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such notices and demands may be made or served at the principal
office of the Trustee.
The Company hereby initially designates the office of the Company located
at 570 Lexington Avenue, New York, New York 10022 as the office or agency of the
Company in the Borough of Manhattan, the City of New York, where notices and
demands to or upon the Company in respect of the Securities or of this Indenture
may be served.
SECTION 4.3. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 7.8, a successor
trustee, so that there shall at all times be a Trustee with respect to the
Securities hereunder.
SECTION 4.4. LIMITATION ON LIENS. Except as provided below the Company will
not, and will not permit any Finance Subsidiary to, at any time pledge or
otherwise subject to any lien any of its property or assets, or any of the
property or assets of such a Subsidiary, without thereby expressly securing the
due and punctual payment of the principal of, premium, if any, and the interest,
if any, on all Securities issued hereunder equally and ratably with any and all
other obligations and indebtedness secured by such pledge or other lien, so long
as any such other obligations and indebtedness shall be so secured, and the
Company covenants that if and when any such pledge or other lien is created, all
Securities issued hereunder will be so secured thereby, provided, however, that
this restriction shall not apply to:
(1) The giving of any lien or charge on real estate, equipment or
other physical property (real, personal or mixed) hereafter acquired,
directly or indirectly, to secure all or part of the purchase price thereof
or the acquiring hereafter of any such property subject to any existing
lien or charge securing indebtedness (whether or not assumed);
(2) The acquiring hereafter, subject to any existing lien or charge
securing indebtedness (whether or not assumed), of any receivables or other
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property not of the character subject to the foregoing clause (1),
provided that (a) such lien or charge was not imposed directly or
indirectly in connection with such acquisition, and (b) after giving
effect to such acquisition the gross amount of all such receivables and
the fair market value of all such other property (determined by the
Board of Directors) shall not in the aggregate exceed 5% of the then
outstanding net receivables of the Company and its Finance Subsidiaries
determined on a consolidated basis in accordance with generally accepted
accounting principles and practices;
(3) Easements, liens, franchises or other minor encumbrances on or
over any real property which do not materially detract from the value of
such property or its use in the business of the Company or a Finance
Subsidiary;
(4) Any deposit or pledge of assets (i) with any surety company or
clerk of any court, or in escrow, as collateral in connection with, or in
lieu of, any bond on appeal from any judgment or decree against the Company
or a Finance Subsidiary, or in connection with other proceedings or actions
at law or in equity by or against the Company or a Finance Subsidiary; or
(ii) as security for the performance of any contract or undertaking not
directly or indirectly related to the borrowing of money or the security of
indebtedness, if made in the ordinary course of business; or (iii) with any
governmental agency, which deposit or pledge is required or permitted to
quality the Company or a Finance Subsidiary to conduct business, to
maintain self-insurance, or to obtain the benefits of any law pertaining to
workmen's compensation, unemployment insurance, old age pensions, social
security, or similar matters; or (iv) made in the ordinary course of
business to obtain the release of mechanics', workmen's, repairmen's,
warehousemen's or similar liens or the release of property in the
possession of a common carrier;
(5) Mortgages and pledges, liens or charges by a Finance Subsidiary as
security for indebtedness owed to the Company or any Finance Subsidiary;
(6) Any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage or other
lien referred to in the foregoing clauses (1) and (3) through (5);
provided, however that the principal indebtedness secured thereby shall not
exceed the principal amount thereof so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured
the mortgage or other lien so extended, renewed or replaced (plus
improvements on such property).
SECTION 4.5. STATEMENT AS TO COMPLIANCE. The Company will deliver to the
Trustee on or before June 1 in each year (beginning with the first June 1 which
is not less than 60 days
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following the first date of issuance of Securities under this Indenture) a
certificate complying with Section 314(a)(4) of the Trust Indenture Act.
ARTICLE V
HOLDER LISTS
AND REPORTS BY THE TRUSTEE
SECTION 5.1. HOLDER LISTS. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee with respect to the Securities
of each series, (i) at such times as required by Section 312(a) of the Trust
Indenture Act and (ii) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any such request, a list
in such form as the Trustee may reasonably require of the names and addresses of
the holders of each series of Credit Support Obligations as of a date not more
than 15 days prior to the time such information is furnished.
SECTION 5.2. DELIVERY OF REPORTS BY THE TRUSTEE. The reports to be
transmitted by the Trustee pursuant to the requirements of Section 313 of the
Trust Indenture Act, shall be required to be transmitted on or before the first
June 1 which is not less than sixty days following the first date of issuance of
any Securities under this Indenture, and on or before June 1 in every year
thereafter, so long as any Securities of any series are Outstanding hereunder.
ARTICLE VI
REMEDIES OF THE TRUSTEE AND
HOLDERS ON EVENT OF DEFAULT
SECTION 6.1. EVENTS OF DEFAULT. 'Event of Default' whenever used herein
with respect to Securities of any series means any one of the following events,
continued for the period of time, if any, and after the giving of notice, if
any, designated in this Indenture:
(a) default in the payment of principal of or any installment of
interest upon the Credit Support Obligation as and when the same shall
become due and payable as provided in the related Credit Support Agreement;
or
(b) such other 'Event of Default' as defined in the related Credit
Support Agreement only to the extent specifically identified pursuant to
Section 2.2 of this Indenture as relating to such series of Credit Support
Obligations.
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If an Event of Default with respect to the Securities of any series at the
time outstanding occurs and is continuing, then and in each and every such case,
unless the principal of the related Credit Support Obligation shall have already
become due and payable, either the Trustee or the holders of not less than
twenty-five percent in aggregate principal amount of the Securities of such
series then Outstanding hereunder (holders of the Credit Support Obligations of
such series and the related Interests voting together as a single class), by
notice in writing to the Company (and to the Trustee if given by holders), may
declare the principal amount of such series of Credit Support Obligation to be
due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, anything in this Indenture or in the
related Credit Support Agreement contained to the contrary notwithstanding. This
provision, however, is subject to the condition that if, at any time after the
principal amount of such Credit Support Obligation shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the Company
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, upon such Credit Support Obligation and the
principal or premium, if any, of such Credit Support Obligation which shall have
become due otherwise than by acceleration and all amounts payable to the Trustee
pursuant to the provisions of Section 7.5, and any and all defaults under this
Indenture with respect to such series of Credit Support Obligations, other than
the nonpayment of principal or premium, if any, of and accrued interest on such
Credit Support Obligation which shall have become due solely by acceleration,
shall have been remedied or cured or waived or provision shall have been made
therefor to the satisfaction of the Trustee, then and in every such case the
holders of a majority in aggregate principal amount of such series of Securities
then Outstanding (holders of the Credit Support Obligations of such series and
the related Interests voting together as a single class), by written notice to
the Company and to the Trustee, may waive all defaults and rescind and annul
such declaration and its consequences; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company and
the Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.
SECTION 6.2. PAYMENT OF CREDIT SUPPORT OBLIGATION ON DEFAULT; SUIT
THEREFOR. The Company covenants that in case default shall be made in the
payment of principal or premium, if any, of or installment of interest upon any
series of Credit Support Obligation as and when the same shall become due and
payable in accordance with any Credit Support Agreement, then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the holder
of such Credit Support Obligation the whole amount that then shall have become
due and payable on such Credit Support Obligation for principal, premium, if
any, and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and on any overdue
interest, at the rate or rates prescribed in accordance with the
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terms of the related Credit Support Agreement; and, in addition thereto, such
further amount as shall be sufficient to cover costs and expenses of collection,
and any further amounts payable to the Trustee pursuant to the provisions of
Section 7.5.
In case the Company shall fail forthwith to pay such amounts upon such demand,
the Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company, or any other obligor upon the
Credit Support Obligation, and collect in the manner provided by law out of the
property of the Company or any other obligor on the Credit Support Obligation
wherever situated the moneys adjudged or decreed to be payable.
To the extent applicable to any series of Securities pursuant to Section 6.1(b),
in case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on any Credit Support
Obligation under the Federal Bankruptcy Code or any other similar applicable
Federal or State law, or in case a receiver or trustee (or other similar
official) shall have been appointed for the property of the Company, or in the
case of any other similar judicial proceedings relative to the Company, or to
the creditors or property of the Company, the Trustee, irrespective of whether
the principal of any series of Credit Support Obligation shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 6.2, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal and interest, if any, owing and unpaid in respect of such
Credit Support Obligation and, in case of any judicial proceedings, to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
the series related to such Credit Support Obligation allowed in such judicial
proceedings relative to the Company, its creditors, or its property, and to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of costs and
expenses of collection, and any further amounts payable to the Trustee pursuant
to the provisions of Section 7.5 and incurred by it up to the date of such
distribution; and any receiver, assignee or trustee (or other similar official)
in bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of the series related to such Credit Support Obligation to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to the holder of such Credit Support
Obligation, to pay to the Trustee costs and expenses of collection and any
further amounts payable to the Trustee pursuant to the provisions of Section 7.5
and incurred by it up to the date of such distribution.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any holder of Securities of the
series related to such Credit Support Obligation any plan of reorganization,
arrangement, adjustment or composition affecting any Securities of a series
related to such Credit Support Obligation or the rights of any holder
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thereof, or to authorize the Trustee to vote in respect of the claim of any
holder in any such proceeding.
All rights of action and of asserting claims under this Indenture, or under
the Securities, may be enforced by the Trustee without the possession of any
Securities of a series related to such Credit Support Obligation or the
production thereof in any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the holders of the Securities of the series related to
such Credit Support Obligation in respect of which such action was taken. In any
proceedings brought by the Trustee (and also any proceedings in which a
declaratory judgment of a court may be sought as to the interpretation or
construction of any provision of this Indenture, to which the Trustee shall be a
party) the Trustee shall be held to represent all the holders of the Securities
of the series related to such Credit Support Obligation to which such
proceedings relate, and it shall not be necessary to make any holders of such
Securities of such series parties to any such proceedings.
SECTION 6.3. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to this Article shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys:
FIRST: To the payment of all amounts due the Trustee pursuant to the
provisions of Section 7.5;
SECOND: In case the principal and premium, if any, of the Outstanding
Credit Support Obligation in respect of which such moneys have been
collected shall not have become due (upon prepayment, by declaration,
repayment or otherwise) and be unpaid, to the payment of interest, if any,
on such Credit Support Obligation;
THIRD: In case the principal and premium, if any, of the Outstanding
Credit Support Obligation in respect of which such moneys have been
collected shall have become due (upon prepayment, by declaration, repayment
or otherwise), to the payment of the whole amount then owing and unpaid
upon such Credit Support Obligation for principal and premium, if any, and
interest, if any, with interest on the overdue principal and (to the extent
that such interest has been collected by the Trustee) upon overdue
installments of interest, if any; and in case such moneys shall be
insufficient to pay in full the whole amounts so due and unpaid upon such
Credit Support Obligation, then to the payment of such principal, and
interest, if any, without preference or priority of principal over
interest, if any, or of interest, if any, over principal, ratably to the
aggregate of such principal, and accrued and unpaid interest, if any; and
FOURTH: To the payment of the remainder, if any, to the Company, to
the extent such moneys were provided thereby, its successors or assigns, or
to
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whosoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.
SECTION 6.4. PROCEEDINGS BY SECURITYHOLDERS. No holder of any Security of
any series shall have any right by virtue of or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee (or other similar official), or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of default with respect to Securities of such series and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent in aggregate principal amount of the
Securities of such series then Outstanding (holders of the Credit Support
Obligations of such series and the related Interests voting together as a single
class) shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding, it being understood and intended, and being expressly covenanted by
the taker and holder of every Security with every other taker and holder and the
Trustee, that no one or more holders of Securities shall have any right in any
manner whatever by virtue of or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other holder of Securities, or
to obtain or seek to obtain priority over or preference to any other such
holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Securities of such series.
SECTION 6.5. PROCEEDINGS BY TRUSTEE. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.
SECTION 6.6. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies
given by this Article VI to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any thereof
or of any other powers and remedies available to the Trustee or the holders of
such Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any holder of any such
Securities to exercise any right or power accruing upon any default occurring
and continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 6.4, every power and remedy given by this
Article VI or by law to the Trustee or to the Securityholders may be
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exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.
SECTION 6.7. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY
SECURITYHOLDERS. The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding (holders of the Credit Support
Obligations of such series and the related Interests voting together as a single
class) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series; provided, however, that (subject to the requirements of Section 315 of
the Trust Indenture Act) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, determines that the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceeding so directed could involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding (holders of the Credit
Support Obligations of such series and the related Interests voting together as
a single class) may on behalf of the holders of all of the Securities waive any
past default or Event of Default and its consequences except a default in the
payment of interest on, or the principal of, the Credit Support Obligation
relating to such series of Securities. Upon any such waiver the Company, the
Trustee and the holders of the Securities shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 6.7, said default or Event of
Default shall for all purposes of the Securities of such series and this
Indenture be deemed to have been cured and to be not continuing.
ARTICLE VII
CONCERNING THE TRUSTEE
SECTION 7.1. RELIANCE ON DOCUMENTS, OPINIONS, ETC. The provisions of
Section 315 (a) of the Trust Indenture Act are, by this reference, incorporated
into this Section 7.1.
SECTION 7.2. NO RESPONSIBILITY FOR RECITALS. The recitals contained herein
shall be taken as the statements of the Company and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.
SECTION 7.3. OWNERSHIP OF SECURITIES. The Trustee and any agent of the
Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would have if it were
not Trustee or such agent.
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SECTION 7.4. MONEYS TO BE HELD IN TRUST. The provisions of Section 317(b)
of the Trust Indenture Act are, by this reference, incorporated into this
Section 7.4.
SECTION 7.5. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee on an annual basis, and the Trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise expressly provided, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all Persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. If any property other than cash shall at any time
be subject to the lien of this Indenture, the Trustee, if and to the extent
authorized by a receivership or bankruptcy court of competent jurisdiction or by
the supplemental instrument subjecting such property to such lien, shall be
entitled to make advances for the purpose of preserving such property or of
discharging tax liens or other prior liens or encumbrances thereon. The Company
also covenants to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on the
part of the Trustee, arising out of or in connection with the acceptance or
administration of this trust and its duties hereunder, including the costs and
expenses of defending itself against any claim of liability in the premises. The
obligations of the Company under this Section 7.5 to compensate the Trustee, to
pay or reimburse the Trustee for expenses, disbursements and advances and to
indemnify the Trustee shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Securities.
SECTION 7.6. OFFICERS' CERTIFICATE AS EVIDENCE. The provisions of Section
315(a)(2) of the Trust Indenture Act are, by this reference, incorporated into
this Section 7.6.
SECTION 7.7. ELIGIBILITY OF TRUSTEE. The provisions of Section 310 of the
Trust Indenture Act are, by this reference, incorporated into this Section 7.7.
In case at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 7.7, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.8.
SECTION 7.8. RESIGNATION OR REMOVAL OF TRUSTEE. (a) The Trustee, or any
trustee or trustees hereafter appointed, may at any time resign by giving
written notice of resignation to the Company and by mailing notice thereof to
the holders of Securities at their addresses as they shall appear on the
Security Register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee or trustees by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 60 days after the giving of such notice
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of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide holder of a Security or Securities for at least six
months may, subject to the requirements of Section 315(e) of the Trust Indenture
Act, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.
(b) In case at any time any of the following shall occur:
(1) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.7 and shall fail to resign after written request
therefor by the Company or by any such Securityholder, or
(2) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
requirements of Section 315(e) of the Trust Indenture Act, any Securityholder
who has been a bona fide holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.
(c) The holders of a majority in aggregate principal amount of the
Securities at the time Outstanding (holders of the Credit Support
Obligations of such series and the related Interests voting together as a
single class) may at any time remove the Trustee and appoint a successor
trustee by written notice of such action to the Company, the Trustee and
the successor trustee.
(d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 7.8
shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 7.9.
SECTION 7.9. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee
appointed as provided in Section 7.8 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the
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resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment (or due
provision therefor) of any amounts then due it pursuant to the provisions of
Section 7.5, execute and deliver an instrument transferring to such successor
trustee all the rights and powers of the trustee so ceasing to act. Upon request
of any such successor trustee, the Company shall execute any and all instruments
in writing in order more fully and certainly to vest in and confirm to such
successor trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
7.5.
Upon acceptance of appointment by a successor trustee as provided in
Section 7.9, the Company shall mail notice of the succession of such trustee
hereunder to the Securityholders at their addresses as they shall appear on the
Security Register. If the Company fails to mail such notice within ten days
after the acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.
SECTION 7.10. SUCCESSION BY MERGER, ETC. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Trustee, shall be the successor to the Trustee hereunder,
provided such corporation shall be qualified under the requirements of the Trust
Indenture Act and eligible under the provisions of Section 7.7, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
ARTICLE VIII
CONCERNING THE SECURITYHOLDERS
SECTION 8.1. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Securities (holders of the Credit Support Obligations of such
series and the related Interests voting together as a single class) may take any
action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by such Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of such holders of Securities voting
in favor thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article IX, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.
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SECTION 8.2. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the
requirements of Section 315 of the Trust Indenture Act and Sections 7.1 and 9.5,
proof of the execution of any instrument by a Securityholder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by the
Security Register.
The record of any Securityholders' meeting shall be proved in the manner
provided in Section 9.6.
SECTION 8.3. WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee and
any agent of the Company or of the Trustee may deem the Person in whose name a
Security shall be registered in the Security Register to be, and may treat him
as, the absolute owner of such Security (whether or not such Security shall be
overdue, if applicable) for the purpose of receiving payment of or on account of
the principal of and interest on such Security, if any, and for all other
purposes; and neither the Company nor the Trustee nor any agent of the Company
or the Trustee shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.
SECTION 8.4. REVOCATION OF CONSENTS. At any time prior to (but not after)
the evidencing to the Trustee, as provided in Section 8.1, of the taking of any
action by the holders of the percentage in aggregate principal amount of the
Securities specified in this Indenture in connection with such action, any
holder of a Security which is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee at its principal office and upon proof of
holding as provided in Section 8.2, revoke such action so far as concerns such
Security.
ARTICLE IX
SECURITYHOLDERS' MEETINGS
SECTION 9.1. PURPOSES OF MEETINGS. A meeting of holders of Securities may
be called at any time and from time to time pursuant to the provisions of this
Article IX for any of the following purposes:
(1) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences,, or to take any other action authorized to
be taken by Securityholders pursuant to any of the provisions of Article
VI;
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(2) to remove the Trustee and nominate a successor trustee pursuant to
the provisions of Article VII;
(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.2; or
(4) to take any other action authorized to be taken by or on behalf of
the holders of any specified aggregate principal amount, or specified
percentage in aggregate principal amount, of the Securities of all or any
series under any other provision of this Indenture or under applicable law.
SECTION 9.2. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call
a meeting of holders of Securities of all or any series to take any action
specified in Section 9.1, to be held at such time and at such place in the
Borough of Manhattan, the City of New York, as the Trustee shall determine.
Notice of every meeting of the holders of Securities of all or any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to holders of
Securities at their addresses as they shall appear on the Security Register.
Such notice shall be mailed not less than 20 nor more than 90 days prior to the
date fixed for the meeting.
SECTION 9.3. CALL OF MEETINGS BY THE COMPANY OR SECURITYHOLDERS. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent in aggregate principal amount of the Securities
of any series then Outstanding (holders of the Credit Support Obligations of
such series and the related Interests voting together as a single class), shall
have requested the Trustee to call a meeting of the holders of Securities of all
series that may be so affected, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Securityholders, in the amount specified
above, may determine the time and the place in said Borough of Manhattan for
such meeting and may call such meeting to take any action authorized in Section
9.1, by mailing notice thereof as provided in Section 9.2.
SECTION 9.4 QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meeting of Securityholders a Person shall (a) be a holder of a Security with
respect to which such meeting is held on the Security Register or (b) be a
Person appointed by an instrument in writing as proxy by a holder of such a
Security. The only Persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.
SECTION 9.5. REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in respect of proof of the holding
of Securities with respect to which such meeting is held and of the appointment
of proxies, and with regard to the appointment and duties
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of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem fit. Except as otherwise permitted or
required by any such regulations, the holding of Securities with respect to
which such meeting is held shall be proved in the manner provided in Section 8.2
and the appointment of any proxy shall be proved in the manner specified in
Section 8.2.
The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 9.3, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.
At any meeting each holder of Securities with respect to which such meeting
is held or proxy shall be entitled to one vote for each $1,000 principal amount
of such Securities held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
such Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other such Securityholders.
Any meeting of holders of Securities with respect to which a meeting was duly
called pursuant to the provisions of Section 9.2 or 9.3 may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.
SECTION 9.6. VOTING. The vote upon any resolution submitted to any meeting
of holders of such Securities shall be by written ballots on which shall be
subscribed the signatures of such holders of Securities or of their
representatives by proxy and the principal amount of such Securities held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 9.2. The record shall show the
principal amount of such Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the
matters therein stated.
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SECTION 9.7. NO DELAY OF RIGHTS BY MEETING. Nothing in this Article IX
shall be deemed or construed to authorize or permit, by reason of any call of a
meeting of Securityholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Securityholders
under any of the provisions of this Indenture or of the Securities with respect
to which such meeting is held.
ARTICLE X
SUPPLEMENTAL INDENTURES
SECTION 10.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
The Company, when authorized by resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:
(a) to evidence the succession of another corporation to the Company,
or successive successions, and the assumption by the successor corporation
of the covenants, agreements and obligations of the Company pursuant to
Article XI hereof;
(b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the holders of Securities
as the Board of Directors and the Trustee shall consider to be for the
protection of the holders of all or any series of Securities or as may be
required by Section 11.2, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions
or conditions a default or an Event of Default permitting the enforcement
of all or any of the several remedies provided in this Indenture as herein
set forth; provided, however, that in respect of any such additional
covenant, restriction or condition such supplemental indenture may provide
for a particular period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults) or may provide
for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default;
(c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to
matters or questions arising under this Indenture which shall not adversely
affect the interests of the holders of all or any series of Securities; and
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(d) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to all or any series of
Securities or 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 7.9.
The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section
10.1 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 10.2.
SECTION 10.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With
the consent (evidenced as provided in Sections 8.1 and 8.2) of the holders of
not less than 66 2/3% in aggregate principal amount of the Securities of each
series (each series voting as a class, with the holders of Credit Support
Obligations of any such and the related Interests voting together as a single
class) affected by such supplemental indenture at the time Outstanding, the
Company, when authorized by resolution of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
holders of the Securities; provided, however, that no such supplemental
indenture shall (i) change the character of any Credit Support Obligation from
being payable as provided in the related Credit Support Agreement or reduce the
principal amount of such Credit Support Obligation without the consent of the
holder of any Credit Support Obligation relating to any such series of
Securities and the holders of the Interests relating thereto, (ii) make the
principal or interest on any such Credit Support Obligation payable in any coin
or currency other than U.S. dollars without the consent of the holder of such
Credit Support Obligation and the holders of the Interests relating thereto, or
(iii) reduce the aforesaid percentage in aggregate principal amount of
Securities of any series, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holder of each Security
so affected. A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of the holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the holders of Securities of any other series.
Upon the request of the Company, accompanied by copies of the resolutions
of the Board of Directors authorizing the execution and delivery of any such
supplemental indenture, and
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upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.
It shall not be necessary for the consent of the Securityholders under this
Section 10.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.
SECTION 10.3. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to the provisions of
this Article X shall comply with the Trust Indenture Act, as then in effect.
Upon the execution of any supplemental indenture pursuant to the provisions of
this Article X, this Indenture shall be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of such series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.
SECTION 10.4. NOTATION ON SECURITIES. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article X may bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company or
the Trustee shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of such series then outstanding.
SECTION 10.5. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE. The Trustee, subject to the requirements of Section 315 of
the Trust Indenture Act and Section 7.1, may receive an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article X.
ARTICLE XI
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
SECTION 11.1 COMPANY MAY NOT CONSOLIDATE, ETC., EXCEPT UNDER CERTAIN
CONDITIONS. The Company 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
27
<PAGE>
to any corporation, unless (i) the Company shall be the continuing corporation,
or the successor corporation (if other than the Company) shall, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, expressly assume the due and punctual payment of the principal
and premium, if any, of and interest on each Credit Support Obligation issued
hereunder 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
(ii) the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, conveyance,
transfer or other disposition, be in default in the performance of any such
covenant or 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 11.2. LOAN OBLIGATION TO BE SECURED IN CERTAIN EVENTS. If, upon any such
consolidation or merger, or upon any such sale, conveyance, transfer or other
disposition, any of the property of the Company or of any Subsidiary owned
immediately prior thereto would thereupon become subject to any mortgage,
pledge, lien or encumbrance, the Company, prior to or simultaneously with such
consolidation, merger, sale, conveyance, transfer or other disposition, will by
indenture supplemental hereto secure the due and punctual payment of the
principal of and interest on each Credit Support Obligation issued hereunder
(equally and ratably with any other indebtedness of the Company then entitled
thereto) by a direct lien on such property, prior to all liens other than any
theretofore existing thereon.
SECTION 11.3. 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,
such successor corporation shall succeed to and be substituted for the Company
with the same effect as if it had been named herein as the Company, and the
Company shall be relieved of any further obligation under this Indenture and
under the Securities.
SECTION 11.4. DOCUMENTS TO BE GIVEN TRUSTEE. The Trustee, subject to the
requirements of Section 315 of the Trust Indenture Act and Section 7.1, 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 XI.
ARTICLE XII
SATISFACTION AND DISCHARGE OF INDENTURE
SECTION 12.1. DISCHARGE OF INDENTURE. When (a) all Credit Support
Obligations have become due and payable in accordance with the related Credit
Support Agreements, (b) the Company shall have deposited with the Trustee, in
trust, funds sufficient to pay such Credit Support Obligations, including
principal and premium, if any, and interest due or to become due
28
<PAGE>
to such date of payment and (c) there shall have been paid all sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect, and the Trustee, on demand of the Company accompanied by an Officers'
Certificate of the Company and an Opinion of Counsel for the Company and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture, the Company, however, hereby
agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Securities.
SECTION 12.2. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys
deposited with the Trustee pursuant to the provisions of Section 12.1 shall be
held in trust and applied by it to the payment, either directly or through any
Paying Agent (including the Company if acting as its own paying agent), to the
holders of such Credit Support Obligations for payment or prepayment of which
such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest.
ARTICLE XIII
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS
SECTION 13.1. INDENTURE AND LOAN OBLIGATION SOLELY CORPORATE OBLIGATIONS.
No recourse for the payment of the principal and premium, if any, of or interest
on any Credit Support Obligation, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture, or
in any Security, 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 Company or of any successor
corporation, either directly or through the Company or 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; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Securities.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
SECTION 14.1. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements by the Company in this
Indenture contained shall bind its successors and assigns whether so expressed
or not.
29
<PAGE>
SECTION 14.2. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding
by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.
SECTION 14.3. ADDRESSES FOR NOTICES, ETC. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities on the Company may be given or
served by being deposited postage prepaid by first class mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to General Electric Capital Corporation, Attention: Senior Vice
President -- Corporate Treasury and Global Funding Operation, 260 Long Ridge
Road, Stamford, Connecticut 06927. Any notice, direction, request or demand by
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
principal office of the Trustee, addressed to the attention of its Corporate
Trustee Administration Department.
SECTION 14.4. NEW YORK CONTRACT. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.
SECTION 14.5. LEGAL HOLIDAYS. In any case where any date on which a payment
is due will be in the City of New York, New York, a Saturday, a Sunday, a legal
holiday or a day on which banking institutions are authorized or required by law
or executive order to close or remain closed, then payment of such interest on
or principal of the Securities need not be made on such date but may be made on
the next succeeding day not in either such city, a Saturday, a Sunday, a legal
holiday or a day on which banking institutions are authorized or required by law
or executive order to close or remain closed, with the same force and effect as
if made on such date, and no interest shall accrue for the period from and after
such date.
SECTION 14.6. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this 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 14.7. EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 14.8. SEPARABILITY. In case any provision in this Indenture 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.
30
<PAGE>
SECTION 14.9. BENEFITS. Nothing in this Indenture, expressed or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the holders of the Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of , 1994.
GENERAL ELECTRIC CAPITAL
CORPORATION
By ___________________________________
Senior Vice President -- Corporate
Treasury
and Global Funding Operation
[CORPORATE SEAL]
Attest:
By ___________________________________
Assistant Secretary
MERCANTILE-SAFE DEPOSIT
AND TRUST COMPANY
By ___________________________________
Title:
[CORPORATE SEAL]
Attest:
By ___________________________________
Title:
31
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF HARTFORD )
On this day of , 1994, before me personally came
, to me personally known, who, being by me duly sworn, did depose
and say that he resides at ; that he is a of
Mercantile-Safe Deposit and Trust Company, one of the corporations described in
and which executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
[NOTARIAL SEAL]
______________________________________
Notary Public
32
<PAGE>
STATE OF CONNECTICUT )
ss.:
COUNTY OF FAIRFIELD )
On this day of , 1994, before me personally came
, to me personally known, who, being by me duly sworn, did depose
and say that he resides at ; that he is
of General Electric Capital Corporation, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
[NOTARIAL SEAL]
______________________________________
Notary Public
33
<PAGE>
EXHIBIT 12
GENERAL ELECTRIC CAPITAL CORPORATION
AND CONSOLIDATED AFFILIATES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------------------
APRIL 2, 1994 1993 1992 1991 1990 1989
------------- ------ ------ ------ ------ ------
(DOLLAR AMOUNTS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net earnings..................................... $ 444 $1,478 $1,251 $1,125 $1,021 $ 859
Provision for income taxes....................... 191 664 415 362 350 303
Minority interest................................ 18 114 14 (7) 4 9
------------- ------ ------ ------ ------ ------
Earnings before income taxes and minority
interest....................................... 653 2,256 1,680 1,480 1,375 1,171
------------- ------ ------ ------ ------ ------
Fixed charges:
Interest and discount....................... 999 3,503 3,713 4,280 4,334 3,816
One-third of rentals........................ 37 138 90 34 33 25
------------- ------ ------ ------ ------ ------
Total fixed charges.............................. 1,036 3,641 3,803 4,314 4,367 3,841
------------- ------ ------ ------ ------ ------
Less interest capitalized, net of amortization... 2 4 6 7 19 11
------------- ------ ------ ------ ------ ------
Earnings before income taxes and minority
interest plus fixed charges.................... $ 1,687 $5,893 $5,477 $5,787 $5,723 $5,001
------------- ------ ------ ------ ------ ------
------------- ------ ------ ------ ------ ------
Ratio of earnings to fixed charges............... 1.63 1.62 1.44 1.34 1.31 1.30
------------- ------ ------ ------ ------ ------
------------- ------ ------ ------ ------ ------
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
---------------------
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Maryland 52-0904511
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
2 Hopkins Plaza
Baltimore, Maryland 21201
(Address of trustee's principal (Zip Code)
executive offices)
-------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of obligor specified in its charter)
New York 13-1500700
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
570 Lexington Ave.
New York, New York 10022
(Address of principal (Zip Code)
executive offices)
----------------------
NOTES
(Title of the indenture securities)
- -------------------------------------------------------------------------------
<PAGE>
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.
Federal Deposit Insurance Corporation, Washington D.C.
Bank Commissioner for the State of Maryland,
Baltimore, Maryland
(b) Whether it is authorized to exercise corporate trust
powers.
The Trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an
affiliate of the trustee, describe each such affiliation:
None. (See Note on page 5)
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of
voting securities of the trustee:
As of May 17, 1994
Col. A Col. B
Title of Class Amount Outstanding
-------------- ------------------
Capital Stock
par value $10 per share 545,000 shares
Item 4. Trusteeships under Other Indentures.
If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest
or participation in any other securities, of the obligor
are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture
See attached list
- 1 -
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION NOTES EXHIBIT I
8.375% Notes due 03/01/01
8.7% Notes due 02/15/03
7.875% Notes due 11/22/04
8.85% Notes due 04/01/05
8.75 Notes due 05/21/07
Remarket Reset Notes due 12/15/07
8.625% Notes 06/15/08
8.50% Notes 07/24/08
8.3% Notes 09/20/09
Reset Notes due 03/15/18
Remarket Reset Notes due 05/01/18
Floating Rate Notes due 09/01/48
Floating Rate Notes due 01/01/49
Floating Rate Notes due 08/01/49
Floating Rate Notes due 11/01/49
Floating Rate Notes due 02/01/50
Floating Rate Notes due 04/01/50
Floating Rate Notes due 04/01/50
Floating Rate Notes due 05/01/50
Floating Rate Notes due 11/01/50
Floating Rate Notes due 05/01/51
Floating Rate Notes due 12/01/51
Floating Rate Notes due 10/01/53
8.6% Notes due 11/15/94
8.25% Notes due 01/14/95
5.625% Notes due 01/15/95
5.85% Notes due 02/15/95
10.75% Australian $ Notes due 05/22/95
5.25% Notes due 11/15/95
10.25% FIM Notes due 06/12/95
8.75% Notes due 11/26/96
8% Notes due 02/01/97
6.20% Amortizing Notes due 03/15/97
9.50% Notes due 02/01/99
Variable Denomination Floating Rate Notes
Medium Term Notes, Series A
Medium Term Notes, Series B
Global Medium Term Notes, Series A
Global Medium Term Notes, Series B
Global Medium Term Notes, Series C
<PAGE>
(b) A brief statement of the facts relied upon as a basis for
the claim that no conflicting interest within the meaning
of Section 310 (b)(1) of the Act arises as a result of
the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank
as compared with the securities issued under such other
indenture.
All securities isssued under either indenture are
unsecured debt obligations which rank pari passu.
Item 5. Interlocking Directorates and Similar Relationships with
the Obligor or Underwriters.
If the trustee or any of the directors or executive
officers of the trustee is a director, officer, partner,
employee, appointee, or representative of the obligor or
of any underwriter for the obligor, identify each such
person having any such connection and state the nature of
each such connection.
(See Note on page 5)
Item 6. Voting Securities of the Trustee Owned by the Obligor or
its Officials.
Furnish the following information as to the voting
securities of the trustee owned beneficially by the
obligor and each director, partner and executive officer
of the obligor.
As of May 17, 1994
The amount of voting securities of the trustee owned
beneficially by the obligor and its directors and
executive officers, taken as a group, does not exceed one
percent of the outstanding voting securities of the
trustee.
(See Note on page 5)
Item 7. Voting Securities of the Trustee Owned by Underwriters
or their Officials.
<PAGE>
Furnish the following information as to the voting
securities of the trustee owned beneficially by each
underwriter for the obligor and each director, partner
and executive officer of each such underwriter.
As of May 17, 1994
The amount of voting securities of the trustee owned
beneficially by each underwriter for the obligor and its
directors and executive officers, taken as a group, does
not exceed one percent of the outstanding voting
securities of the trustee.
(See Note on page 5.)
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of
the obligor owned beneficially or held as collateral
security for obligations in default by the trustee:
As of May 17, 1994
The trustee does not own beneficially or hold as
collateral security for obligations in default any
securities of any class of the obligor in excess of one
percent of the outstanding securities of such class.
(See Note on page 5)
Item 9. Securities of Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of an
underwriter for the obligor, furnish the following
information as to each class of securities of such
underwriter any of which are so owned or held by the
trustee.
As of May 17, 1994
The trustee does not own beneficially or hold as
collateral security for obligations in default any
securities of any class of an underwriter for the
obligor in excess of one percent of the outstanding
securities of such class.
(See Note on page 5)
<PAGE>
Item 10. Ownership of Holdings by the Trustee of Voting Securities
of Certain Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral
security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10
percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the
obligor, furnish the following information as to the
voting securities of such person:
As of May 17, 1994
The trustee does not own beneficially or hold as
collateral security for obligations in default any
voting securities of any class of person who, to the
knowledge of the trustee (1) owns 10 percent or more
of the voting securities of the obligor or (2) is an
affiliate, other than a subsidiary, of the obligor,
in excess of one percent of the outstanding voting
securities of such class.
(Note on page 5)
Item 11. Ownership of Holdings by the Trustee of any Securities
of a Person Owning 50 Percent of More of the Voting
Securities of the Obligor.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of a
person who, to the knowledge of the trustee, owns 50
percent or more of the voting securities of the obligor,
furnish the following information as to each class of
securities of such person any of which are so owned or
held by the trustee:
As of May 17, 1994
The trustee does not own beneficially of hold as
collateral security for obligations in default any
securities of any class of a person who, to the
knowledge of the trustee, owns 50 percent or more
of the voting securities of the obligor, in excess
of one percent of the outstanding securities of
such class.
(Note on page 5)
<PAGE>
Item 12. List of Exhibits
Listed below all exhibits filed as a part of this
statement of eligibility and qualification.
T-1 (a) Articles of Incorporation of the trustee as now in
effect (incorporated by reference to Exhibit 1 to Form T-
1 Statement. File No. 22-13958 filed in conjunction with
Registration No. 2-98443).
(b) Articles of Amendment to the Articles of
Incorporation of the Trustee dated May 7, 1986.
T-2 Certificate of authority of trustee to commence business
(incorporated by reference to Exhibit 2 to Form T-1
Statement. File No. 22-13958 filed in conjunction with
Registration No. 2-98443).
T-3 Authorization of the trustee to exercise corporate trust
powers (incorporated by reference to Exhibit 3 to Form T-
1 Statement. File No. 22-13958 filed in conjunction with
Registration No. 2-98443).
T-4 Bylaws of the trustee, as now in effect.
T-5 Not Applicable.
T-6 The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939.
T-7 A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment
by the trustee of all facts on which to base responsive answers to
Items 2, 5, 6, 7, 8, 9, 10 and 11, the answers to those Items are
based upon incomplete information. Items 2, 5, 6, 7, 8, 9, 10, and
11 may, however, be considered correct unless amended by an
amendment to this Form T-1.
In answering any items in this statement of eligibility and
qualification which relate to matters peculiarly within the
knowledge of the obligor, or its directors or officers, or an
underwriter for the obligor, the trustee has relied and will rely
upon information furnished to it by the obligor and the
underwriter.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Reform
Act of 1990, Mercantile-Safe Deposit and Trust Company, a
corporation organized and existing under the laws of the State of
Maryland, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Baltimore, Maryland
on the 17th day of May, 1994.
Mercantile-Safe Deposit and Trust Company
By: Robert D. Brown
-------------------------------------
Robert D. Brown
Corporate Trust Officer
<PAGE>
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Reform Act of 1990, we hereby consent that reports of
examinations of the trustee by Federal, State, Territorial, or
District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
Mercantile-Safe Deposit And Trust Company
By: Robert D. Brown
Robert D. Brown
Corporate Trust Officer
Dated: May 17, 1994
