AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1999
FILE NO.'S 333-76479 AND 333-59707
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST EFFECTIVE AMENDMENT No. 1
AND POST EFFECTIVE AMENDMENT No. 4
FILED PURSUANT TO RULE 462(d) TO
FORMS S-3
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
----------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1500700
(State of incorporation) (I.R.S. Employer Identification
Number)
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)
----------------
GLENN J. GOGGINS
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 the effective date of this Post-Effective
Amendment to the Registration Statements 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, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statements numbers of the earlier effective registration statements
for the same offering. |X| No.'s 333-59707 and 333-76479.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 and Post-Effective Amendment No. 4 to
Registration Statements on Forms S-3 (No.'s 333-76479 and 333-59707) is filed
pursuant to Rule 462(d) solely to add certain exhibits not previously filed with
respect to such Registration Statements.
<PAGE>
PART II
POST EFFECTIVE AMENDMENT No. 1
(FILE No. 333-76479)
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- ---------------------------------------------------------
1(b) Amended and Restated U.S. Distribution Agreement dated as of May 3,
1999 by and between General Electric Capital Corporation and Chase
Securities, Inc., Deutsche Bank Securities, Inc., GECC Capital
Markets Group, Inc., Goldman, Sachs & Co., Lehman Brothers, Inc.,
Merrill Lynch & Co., J.P. Morgan Securities, Inc., and Warburg
Dillon Read L.L.C.
4(dd) First Supplemental Indenture dated as of May 3, 1999, supplemental
to Third Amended and Restated Indenture dated as of February 27,
1997, between General Electric Capital Corporation and The Chase
Manhattan Bank, as Trustee.
4(f) Form of Series A MTN Fixed Rate Registered Note.
4(g) Form of Series A MTN Floating Rate Registered Note.
POST EFFECTIVE AMENDMENT No. 4
(FILE No. 333-59707)
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- ---------------------------------------------------------
4(ee) Second Amended and Restated Fiscal and Paying Agency Agreement among
General Electric Capital Corporation, GE Capital Australia, GE
Capital Australia Funding Pty. Ltd., GE Capital Finance Australia,
General Electric Capital Canada, Inc., GE Capital Canada Funding
Company, GE Capital Canada Retailer Financial Services Company and
The Chase Manhattan Bank, London Branch, dated as of March 31, 1999.
4(ff) Form of Temporary Global Fixed Rate Bearer Note.
4(gg) Form of Permanent Global Fixed Rate Bearer Note.
4(hh) Form of Definitive Fixed Rate Bearer Note.
4(ii) Form of Temporary Global Floating Rate Bearer Note.
4(jj) Form of Permanent Global Floating Rate Bearer Note.
4(kk) Form of Definitive Floating Rate Bearer Note.
<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 Post-Effective Amendment No. 1 and
Post-Effective Amendment No. 4 to the Registration Statements (No.'s 333-76479
and 333-59707) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 11th day of
May, 1999.
General Electric Capital Corporation
By /s/ Jeffery S. Werner
-----------------------------------
(JEFFREY S. WERNER, SENIOR VICE
PRESIDENT CORPORATE TREASURY AND
GLOBAL FUNDING OPERATION)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 and Post Effective Amendment No. 4 to the
Registration Statements (No.'s 333-76479 and 333-59707) has been signed below by
the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
* Denis J. Nayden, Chief Executive
- ---------------------------- Officer, President
(DENIS J. NAYDEN) and Director
* James A. Parke Executive Vice
- ---------------------------- President and Chief Financial
(JAMES A. PARKE) Officer and Director
(Principal Financial Officer)
/s/ Jeffrey S. Werner Senior Vice President
- ---------------------------- Corporate Treasury and
(JEFFREY S. WERNER) Global Funding Operation
* Joan C. Amble Controller
- ---------------------------- (Principal
(JOAN C. AMBLE) Accounting Officer)
* N.D.T. Andrews Director
- ----------------------------
(N.D.T. ANDREWS)
* Nancy E. Barton Director
- ----------------------------
(NANCY E. BARTON)
* James R. Bunt Director
- ----------------------------
(JAMES R. BUNT)
Director
- ----------------------------
(DAVID M. COTE)
II-1
<PAGE>
SIGNATURE TITLE DATE
* Dennis D. Dammerman Director
- ----------------------------
(DENNIS D. DAMMERMAN)
Director
- ----------------------------
(BENJAMIN W. HEINEMAN, JR.)
Director
- ----------------------------
(JEFFREY R. IMMELT)
Director
- ----------------------------
(W. JAMES MCNERNEY, JR.)
* John H. Myers Director
- ----------------------------
(JOHN H. MYERS)
* Robert L. Nardelli Director
- ----------------------------
(ROBERT L. NARDELLI)
* Michael A. Neal Director
- ----------------------------
(MICHAEL A. NEAL)
* John M. Samuels Director
- ----------------------------
(JOHN M. SAMUELS)
* Keith S. Sherin Director
- ----------------------------
(KEITH S. SHERIN)
* Edward D. Stewart Director
- ----------------------------
(EDWARD D. STEWART)
* John F. Welch, Jr. Director
- ----------------------------
(JOHN F. WELCH, JR.)
*By /s/ Jeffrey S. Werner Attorney-in-fact May 11, 1999
-----------------------
(JEFFREY S. WERNER)
II-2
GENERAL ELECTRIC CAPITAL CORPORATION
Global Medium-Term Notes, Series A
Due From 9 Months to 60 Years from Date of Issue
AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT
as of May 3, 1999
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
DEUTSCHE BANK SECURITIES INC.
1301 Avenue of the Americas
New York, New York 10020
GECC CAPITAL MARKETS GROUP, INC.
260 Long Ridge Road
Stamford, Connecticut 06927
GOLDMAN, SACHS & CO.
80 Broad Street
New York, New York 10004
LEHMAN BROTHERS INC.
3 World Financial Center
New York, New York 10285
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
World Financial Center
North Tower
New York, New York 10281-1218
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
WARBURG DILLON READ LLC
677 Washington Blvd.
Stamford, Connecticut 06901
<PAGE>
Ladies and Gentlemen:
General Electric Capital Corporation, a New York corporation (the
"Company"), and Kidder, Peabody & Co. Incorporated, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), The First Boston
Corporation, GECC Capital Markets Group, Inc. ("GECC Capital Markets"), CSFB -
Effectenbank Aktiengesellschaft, Goldman, Sachs & Co. oHG, Merrill Lynch Bank
AG, S.G. Warburg & Co. GmbH, Schweizerische Bankgesellschaft (Deutschland) AG,
Schweizerischer Bankverein (Deutschland) AG and J.P. Morgan GmbH are parties to
an Amended and Restated U.S. Distribution Agreement dated as of August 31, 1993,
as amended by Amendment No. 1 dated as of December 14, 1993 and Amendment No. 2
dated as of February 21, 1994 (as amended, the "Original Agreement"), with
respect to the issue and sale by the Company of its Global Medium-Term Notes,
Series A (the "Notes"), in an aggregate principal amount of U.S.$7,377,518,501.
The Company and Chase Securities Inc., Deutsche Bank Securities, GECC Capital
Markets, Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, J.P. Morgan
Securities Inc. and Warburg Dillon Read LLC (the "Agents") hereby amend and
restate the Original Agreement as set forth below.
The Notes are to be issued pursuant to Third Amended and Restated
Indenture dated as of February 27, 1997, between the Company and The Chase
Manhattan Bank, as successor trustee (the "Trustee") as supplemented by the
First Supplemental Indenture dated as of May 3, 1999, (as supplemented the
"Indenture"). The Company has initially appointed the Trustee, at its corporate
trust office in The City of New York, as the registrar (the "Registrar") for the
Notes. The Company has authorized the issuance of Notes to and through the
Agents pursuant to the terms of this Agreement. The Notes will be issued in
registered form. Each Note will be represented by either a single global
security in registered form without coupons delivered to the Trustee as agent
for The Depository Trust Company ("DTC") and recorded in the book-entry system
maintained by DTC or by a certificate delivered to the holder thereof or a
person designated by such holder.
Subject to the terms and conditions stated herein and further subject to
the understanding that nothing in this Agreement shall impair the Company's
right to sell securities with terms similar or identical to any Note
independently of the continuous offering of Notes contemplated by this
Agreement, the Company hereby (i) appoints the Agents as agents of the Company
for the purpose of soliciting purchases of the Notes from the Company by others
from time to time, (ii) agrees that whenever the Company determines from time to
time to sell Notes
<PAGE>
directly to one or more of the Agents as principal for resale to others (such
resale to be at fixed offering prices or at varying prices related to prevailing
market prices at the time of resale or otherwise as determined by such Agent),
it will enter into a Terms Agreement (as defined below) relating to such sale in
accordance with the provisions of Section 2(b) hereof, (iii) reserves the right
from time to time to sell Notes on its own behalf directly to investors (other
than broker-dealers) or through affiliates that are not Agents, and (iv)
reserves the right from time to time to appoint one or more additional firms
registered as broker/dealers under the Securities Exchange Act of 1934 (the
"1934 Act") either (A) to solicit purchases of Notes from the Company by others
or (B) to purchase Notes directly from the Company as principal for resale to
others; provided, however, that such sales will be made on terms substantially
the same as those contained in this Agreement (and, with respect to Notes
offered and sold by the Company pursuant to clause (A) of this subsection (iv),
any such additional firm will receive the applicable commission thereon
determined in accordance with Exhibit A hereto). Any such additional firm
designated by the Company pursuant to clause (iv) above shall be considered an
Agent hereunder for all purposes with respect to each transaction with respect
to which such appointment is made. In the case of each purchaser whose offer to
purchase Notes from the Company has been solicited by an Agent as agent and
accepted by the Company, such Agent will make reasonable efforts to assist the
Company in obtaining performance by such purchaser, but no Agent shall have any
liability to the Company in the event any such purchase is not consummated for
any reason.
The Company has filed with the Securities and Exchange Commission (the
"Commission") registration statements on Form S-3 relating to the Notes and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933 (the "1933 Act"). Each such registration statement filed
prior to the date of this Agreement has been, and any registration statement
relating to the Notes filed subsequent to such date will be, prior to its use by
the Company with respect to the Notes, declared effective by the Commission, and
the Indenture has been qualified under the Trust Indenture Act of 1939 (the
"1939 Act"). The then-current registration statement relating to the Notes
provided to the Agents by the Company for use in connection with the offering of
the Notes and the then-current prospectus, prospectus supplement and pricing
supplement relating to each offering of Notes filed pursuant to Rule 424 under
the 1933 Act and provided to the Agents by the Company for use in connection
with the offering of such Notes, including all documents incorporated therein by
reference, as from time to time amended or supplemented by the filing of
documents (other than as amended by prospectus supplements or post-effective
amendments relating solely to securities other than the Notes) pursuant to the
1934 Act, the 1933 Act or otherwise, are referred to herein as the "Registration
Statement" and the "Prospectus," respectively.
<PAGE>
Section 1. Representations and Warranties. (a) The Company represents and
warrants to each Agent as of the date of this Agreement (the "Commencement
Date"), as of the date of each acceptance by the Company of an offer for the
purchase of Notes whether through an Agent as agent or to an Agent as principal
(the "Acceptance Date"), as of the date of each sale of Notes whether through an
Agent as agent or to an Agent as principal (the date of each such sale to an
Agent as principal being referred to herein as a "Settlement Date"), and as of
the times referred to in Sections 6(a) and 6(b) hereof (each of the times
referenced above being referred to herein as a "Representation Date"), as
follows:
(i) each document filed by the Company pursuant to the 1934 Act which is
incorporated by reference in the Prospectus complied when so filed in all
material respects with the 1934 Act and the rules and regulations
thereunder, and each document, if any, hereafter filed and so incorporated
by reference in the Prospectus will comply when so filed in all material
respects with the 1934 Act rules and regulations;
(ii) the Registration Statement and the Prospectus comply, and the
Registration Statement and the Prospectus (and any amendments and
supplements thereto, other than amendments or supplements relating solely
to securities other than the Notes) will on the applicable Representation
Date comply, in all material respects, with the 1933 Act and the
applicable rules and regulations of the Commission thereunder;
(iii) each part of the Registration Statement at the time such part became
effective and at the Commencement Date did not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
the Prospectus on the Commencement Date (unless the term "Prospectus"
refers to a prospectus which has been provided to the Agents by the
Company for use in connection with the offering of the Notes which differs
from the Prospectus on file at the Commission on the Commencement Date, in
which case at the time it is first provided to the Agents for such use)
did not, and on the applicable Representation Date will not, contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(iv) there has been no material adverse change in the condition of the
Company and its consolidated affiliates, taken as a whole, from that set
forth in the Registration Statement and the Prospectus (excluding any
amendments or supplements to the Prospectus since the relevant Acceptance
Date, if any);
(v) the aggregate principal amount of the Company's Global Medium-Term
Notes, Series A outstanding at any one time will not exceed any limitation
thereon which may then be in effect by action of the Board of
<PAGE>
Directors of the Company; and
(vi) no event exists which would constitute an event of default under the
Indenture;
except that the representations and warranties set forth in paragraphs (i), (ii)
and (iii) of this Section 1(a) do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information furnished to the
Company in writing by any Agent expressly for use therein.
(b) Additional Certifications. Any certificate signed by any officer of
the Company and delivered to the Agents or to counsel for the Agents in
connection with an offering of Notes shall be deemed a representation and
warranty by the Company to each Agent as to the matters covered thereby.
Section 2. Solicitations as Agent; Purchases as Principal. (a)
Solicitations as Agent. On the basis of the representations and warranties
herein contained, but subject to the terms and conditions herein set forth, each
Agent individually agrees, as agent of the Company, to use its best efforts to
solicit offers to purchase the Notes upon the terms and conditions set forth in
the Prospectus.
The Company reserves the right, in its sole discretion, to suspend
solicitation by any one or more of the Agents of purchases of the Notes
commencing at any time for any period of time or permanently. Upon receipt of
instructions from the Company, each Agent will forthwith suspend solicitation of
purchases from the Company until such time as the Company has advised such Agent
or Agents that such solicitation may be resumed.
Each Agent shall have the right to suspend solicitations, commencing at
any time such Agent reasonably believes that there has occurred a material
adverse change in the condition of the Company and its consolidated affiliates,
taken as a whole, from that then set forth in the Registration Statement and the
Prospectus, and ending at the time such Agent has been reasonably satisfied that
adequate and full disclosure of such adverse change has been made (including
without limitation any necessary amendments or supplements to the Registration
Statement and the Prospectus); provided, however, that any such Agent shall
notify the Company of its belief prior to or concurrently with any such
suspension of solicitations.
The Company agrees to pay each Agent a commission, by means of a deduction
from the proceeds of a sale of Notes, equal to the applicable percentage of the
public offering price of each Note sold by the Company as a result of a
solicitation made by such Agent as set forth in Exhibit A hereto or such other
amount as the Company and such Agent may agree. It is understood that no
commission will be payable with respect to any offer to purchase Notes accepted
by the Company in the event that the Company tenders such Note and delivery of
such Note is not accepted by the purchaser.
<PAGE>
As agent, each Agent is authorized to solicit orders for the Notes at a
purchase price which shall be agreed upon by the Company and such Agent and set
forth in a supplement to the Prospectus and (except as may be otherwise provided
in an applicable Pricing Supplement) only in denominations of 100,000 units of
the currency in which the Notes are denominated (the "Specified Currency") or
any integral multiple of l,000 units of such Specified Currency in excess
thereof (in the case of Certificated Notes) or in denominations of 1,000 units
of the Specified Currency (in the case of Book-Entry Notes). Each Agent shall
communicate to the Company, orally or in writing, each reasonable offer to
purchase Notes received by such Agent as agent. The Company shall have the sole
right to accept offers to purchase the Notes and may reject any such offer in
whole or in part. Each Agent shall have the right to reject any offer that is
not a reasonable offer to purchase the Notes received by it in whole or in part,
and any such rejection shall not be deemed a breach of such Agent's agreement
contained herein. "Reasonable" with respect to an offer shall be determined by
such Agent by reference to then-prevailing interest rates and the interest rates
then posted by the Company with respect to offers to sell the Notes.
(b) Purchases as Principal. Each sale of Notes to one or more Agents as
principal shall be made in accordance with the terms of this Agreement and a
separate agreement which will provide for the sale of such Notes to, and the
purchase and reoffering thereof by, such Agent or Agents. Each such separate
agreement (which shall be substantially in the form of Exhibit B hereto and
which may take the form of an exchange of any standard form of written
telecommunication between such Agent or Agents and the Company or may be an oral
agreement confirmed by the relevant Agent in writing (including facsimile
transmission) and shall contain the information specified in Exhibit B hereto)
is herein referred to as a "Terms Agreement." Any Agent's commitment to purchase
Notes pursuant to any Terms Agreement shall be deemed to have been made on the
basis of the representations and warranties of the Company herein contained and
shall be subject to the terms and conditions herein set forth. Each Agent shall
notify the Company promptly after its last sale of Notes purchased under a Terms
Agreement of its completion of the distribution thereof.
(c) Administrative Procedures. Administrative procedures respecting the
sale of Notes (the "Administrative Procedures") shall be agreed upon from time
to time by the Agents and the Company. The Agents and the Company agree to
perform the respective duties and obligations specifically provided to be
performed by them herein and in the Administrative Procedures. The
Administrative Procedures as in effect on the Commencement Date are attached as
Exhibit C hereto. The Administrative Procedures may be amended from time to time
only by written agreement of the Company and the Agents and, in the case of
amendments which affect the rights, duties or obligations of the Trustee and the
Registrar, with the written agreement of the Trustee and the Registrar. To the
<PAGE>
extent the Administrative Procedures in effect from time to time conflict with
any provision of this Agreement, the provisions of this Agreement shall govern.
The Company will furnish a copy of the Administrative Procedures from time to
time in effect to the Trustee and the Registrar.
(d) Information. The Company authorizes the Agents, in connection with
their solicitation of purchases of the Notes, to use only information taken from
the Registration Statement and the Prospectus, and the documents incorporated
therein by reference, and each of the Agents agrees that it has and will have
sole responsibility for the completeness and accuracy of all other information,
written or oral, furnished by such Agent and its agents and employees to
purchasers and prospective purchasers of the Notes.
(e) Delivery of Documents. The documents required to be delivered by
Section 5 hereof shall be delivered at the offices of the Agent (or, if more
than one Agent is participating in any such sale, the lead Agent), or at such
other location as shall be specified in the relevant Terms Agreement, on the
date required for such delivery set forth in Section 5 hereof.
(f) Registered Broker-Dealers. Each Agent represents that it is a
broker-dealer registered under the 1934 Act.
(g) Obligations Several. The Company acknowledges that the obligations of
the Agents are several and, subject to the provisions of this Section 2, each
Agent shall have complete discretion as to the manner in which it solicits
purchasers for the Notes and as to the identity thereof.
Section 3. Covenants of the Company. The Company covenants with each Agent
as follows:
(a) Notice of Certain Events. The Company will notify each Agent promptly
(i) of the effectiveness of any amendment (other than any amendment relating
solely to securities other than the Notes) to the Registration Statement
(including any post-effective amendment), (ii) of the mailing or the delivery to
the Commission for filing of any supplement to the Prospectus or any document to
be filed pursuant to the 1934 Act which will be incorporated by reference in the
Prospectus, in each case other than filings relating solely to securities other
than the Notes, (iii) of the receipt of any comments from the Commission with
respect to the Registration Statement or the Prospectus, (iv) of any request by
the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Prospectus or for additional information (other than in
each case amendments or supplements or information relating solely to securities
other than the Notes), and (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Copies of Registration Statement, Prospectus. Upon request the Company
will deliver to each Agent a conformed copy of the Registration
<PAGE>
Statement (as originally filed) and of each amendment thereto relating to the
Notes (including exhibits filed therewith or incorporated by reference therein
and documents incorporated by reference in the Prospectus). The Company will
furnish to each Agent as many copies of the Prospectus (as amended or
supplemented) as such Agent shall reasonably request so long as such Agent is
required to deliver a Prospectus in connection with sales or solicitations of
offers to purchase the Notes.
(c) Revisions of Prospectus -- Material Changes. If, during such period
after the first date of the public offering of the Notes as in the opinion of
counsel to the Company a prospectus is required by law to be delivered in
connection with sales of the Notes by an Agent as agent or sales of Notes by an
Agent as principal, any event shall occur as a result of which it is necessary
to amend or supplement the Prospectus in order that the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein not misleading in the
light of the circumstances existing at the time it is delivered to a purchaser,
or if it shall be necessary at any such time to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, prompt notice shall be
given, and confirmed in writing, to each Agent to cease the solicitation of
offers to purchase the Notes in such Agent's capacity as agent and to cease
sales of any Notes such Agent may then own as principal. If the Company shall
determine that solicitation of purchases of the Notes shall be resumed, or if on
the date of the occurrence of the event necessitating an amendment of or
supplement to the Prospectus an Agent holds Notes that were issued by the
Company less than 90 days prior to such date, then, prior to the Company's
authorizing the Agents to resume solicitations of purchases of the Notes or
prior to sales of any such Notes, the Company will promptly prepare and file
with the Commission such amendment or supplement, whether by filing documents
pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to
correct such untrue statement or omission or to make the Registration Statement
comply with such requirements.
(d) Prospectus Revisions -- Periodic Financial Information. Promptly after
the filing with the Commission of the Company's quarterly reports on Form 10-Q
with respect to each of the first three quarters of any fiscal year, the Company
shall furnish copies of such reports to each Agent; provided, however, that if
on the date of such filing the Agents shall have suspended solicitation of
purchases of the Notes in their capacity as agents pursuant to a request from
the Company, and if no Agent shall then hold any Notes as principal purchased
pursuant to a Terms Agreement, the Company shall not be obligated to furnish
copies of such reports until such time as the Company shall determine that
solicitation of purchases of the Notes should be resumed or shall subsequently
enter into a new Terms Agreement with one or more of the Agents.
(e) Prospectus Revisions -- Audited Financial Information. Promptly after
the filing with the Commission of the Company's annual report on Form 10-
<PAGE>
K including the audited financial statements of the Company for the preceding
fiscal year, the Company shall furnish copies of such report to each Agent;
provided, however, that if on the date of such filing the Agents shall have
suspended solicitation of purchases of Notes in their capacity as agents
pursuant to a request from the Company, and if no Agent shall then hold any
Notes as principal purchased pursuant to a Terms Agreement, the Company shall
not be obligated to furnish copies of such reports until such time as the
Company shall determine that solicitation of purchases of Notes should be
resumed or shall subsequently enter into a new Terms Agreement with one or more
of the Agents.
(f) Section 11(a) Earnings Statements. The Company will make generally
available to its security holders, as soon as practicable, earnings statements,
which need not be audited, covering twelve month periods beginning after the
"effective date" (as defined in the rules and regulations promulgated under
Section 11(a) of the 1933 Act) of the Registration Statement with respect to
each sale of Notes that will satisfy Section 11(a) of the 1933 Act and comply
with the rules and regulations thereunder.
(g) Copies of Current Reports. The Company will furnish to each Agent,
promptly after the filing thereof with the Commission, copies of its reports on
Form 8-K (other than reports relating solely to securities other than the
Notes).
(h) Blue Sky Qualifications. If required, the Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering and sale under
the applicable securities laws of such states and other jurisdictions of the
United States as the Agents may reasonably designate, and will maintain such
qualifications in effect for as long as may be required for the distribution of
the Notes; provided, however, that the Company shall not be obligated to file
any general or unlimited consent to service of process, to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to qualify
any Notes for offer and sale in any jurisdiction in which the Company shall have
notified the Agents prior to the distribution of such Notes that it is unable or
unwilling to comply with the disclosure or reporting requirements imposed by
such jurisdiction. The Company will file such statements and reports as may be
required by the laws of each jurisdiction in which the Notes have been qualified
as above provided.
(i) 1934 Act Filings. The Company, during the period when the Prospectus
is required to be delivered under the 1933 Act, will file timely all documents
required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act.
Section 4. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including:
(i) The preparation and filing of the Registration Statement and all
amendments thereto and the Prospectus and any amendments or supplements
thereto;
<PAGE>
(ii) The preparation, issuance and delivery of the Notes;
(iii) The fees and disbursements of the Company's accountants and of the
Trustee and its counsel;
(iv) The reasonable fees and disbursements of Davis Polk & Wardwell,
counsel for the Agents; provided, however, that in any sale of Notes to
one or more Agents acting as principal, the Company's obligations, if any,
to pay the reasonable fees and disbursements of Davis Polk & Wardwell
shall be as agreed upon by the Company and the Agent(s) participating in
such transaction and reflected in the applicable Terms Agreement;
(v) The qualification of the Notes under securities laws in accordance
with the provisions of Section 3(h), including filing fees and the
reasonable fees and disbursements of counsel in connection therewith and
in connection with the preparation of any Blue Sky Survey;
(vi) The printing and delivery to the Agents in quantities as hereinabove
stated of copies of the Registration Statement and any amendments thereto,
and of the Prospectus and any amendments or supplements thereto, and the
delivery by the Agents of the Prospectus and any amendments or supplements
thereto in connection with solicitations or confirmations of sales of the
Notes;
(vii) The printing and delivery to the Agents of copies of the Indenture
and any Blue Sky Survey;
(viii) Any fees charged by rating agencies for the rating of the Notes;
(ix) The fees and expenses, if any, incurred with respect to any filing
with the National Association of Securities Dealers, Inc.; and
(x) Any advertising and other out-of-pocket expenses incurred with the
approval of the Company.
Section 5. Conditions of Obligations. Each Agent's obligations to solicit
offers to purchase the Notes as agent of the Company, the obligation of any
purchaser to purchase Notes sold through an Agent as agent, and any Agent's
obligations to purchase Notes pursuant to any Terms Agreement will be subject at
all times to the accuracy of the representations and warranties on the part of
the Company herein and to the accuracy of the statements of the Company's
officers made in any certificate furnished pursuant to the provisions hereof, to
the performance and observance by the Company of all covenants and agreements
herein contained on its part to be performed and observed and to the following
additional conditions precedent:
(a) Legal Opinions. At the Commencement Date and at each Settlement Date
with respect to any applicable Terms Agreement, if called for by such Terms
Agreement, the Agents shall have received the following documents:
(i) Opinion of Company Counsel. The opinion of Glenn J. Goggins, Associate
General Counsel, Treasury Operations and Assistant Secretary of the
Company, or other counsel satisfactory to such Agent(s), dated as of
<PAGE>
such Commencement Date or Settlement Date, in form and substance
satisfactory to the Agents and counsel for the Agents, to the effect that:
(A) The Company has been duly incorporated and is validly
existing under the laws of the State of New York.
(B) The Company is duly qualified to transact business and is
in good standing in the jurisdictions in which the conduct of its
business or the ownership of its property requires such
qualification.
(C) The Indenture has been duly authorized, executed and
delivered by the Company, is a valid and binding agreement of the
Company and has been qualified under the 1939 Act.
(D) The Notes have been duly authorized and, if executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by any purchaser of Notes sold through an
Agent as agent or any Agent as principal pursuant to any Terms
Agreement, would be valid and binding obligations of the Company
enforceable against the Company in accordance with their respective
terms and would entitle the holders thereof to the benefits of the
Indenture.
(E) This Agreement (and, if the opinion is being given
pursuant to Section 6(c) hereof as a result of the Company's having
entered into a Terms Agreement requiring such opinion, the
applicable Terms Agreement) has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company enforceable against the Company in accordance with its
terms, except as rights to contribution and indemnity hereunder (or
thereunder) may be limited under applicable law.
(F) Neither the execution and delivery of this Agreement nor
the issuance and sale of the Notes by the Company as provided herein
will 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, rule or regulation (other than with respect to
applicable securities or Blue Sky laws, as to which such counsel
need not express any opinion) or of any indenture, mortgage or other
agreement or instrument known to such counsel by which the Company
or any of its subsidiaries is bound.
(G) The statements contained in the Prospectus under the
captions "Description of Notes" and "Plan of Distribution" fairly
present the matters referred to therein.
(H) Each document incorporated by reference in the Prospectus
which was filed pursuant to the 1934 Act (except for the financial
statements and schedules and other financial and statistical
material included therein or omitted therefrom, as to
<PAGE>
which such counsel need not express any opinion) complied when so
filed as to form in all material respects with the 1934 Act and the
applicable rules and regulations of the Commission thereunder.
(I) The Registration Statement is effective under the 1933 Act
and, to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has been
issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission.
(J) The Registration Statement and the Prospectus and any
supplements and amendments thereto (except for the financial
statements and schedules and other financial and statistical
material included therein or omitted therefrom and except for
supplements and amendments relating only to securities other than
the Notes, as to which such counsel need express no opinion) comply
as to form in all material respects with the 1933 Act and the
applicable rules and regulations of the Commission thereunder.
(K) Such counsel believes that (except for the financial
statements and schedules and other financial and statistical
material included therein or omitted therefrom, as to which counsel
need not express any belief) each part of the Registration Statement
at the time it became effective, and if an amendment to the
Registration Statement or an Annual Report on Form 10-K has been
filed by the Company with the Commission subsequent to such date, at
the time of the most recent such filing, did not contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and the Prospectus, as of the Commencement
Date or the Settlement Date, as the case may be, does not contain
any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
(ii) Opinion of Tax Counsel to the Company. The opinion of James
Kalashian, Senior Tax Counsel of the Company, dated as of such
Commencement Date or Settlement Date, confirming the accuracy of the
opinion of such counsel set forth under the caption "United States
Taxation" in the Prospectus.
(iii) Opinion of Counsel to the Agents. The opinion of Davis Polk &
Wardwell, counsel to the Agents, dated as of such Commencement Date or
Settlement Date, covering the matters referred to in subparagraph (i)
under the subheadings (A), (C), (D), (E), (G), (I), (J) and (K) above.
(iv) In rendering the opinion referred to in subparagraph (i) above, such
counsel may state that with respect to (J) and (K) of subparagraph (i),
such
<PAGE>
counsel's opinion and belief are based upon his participation in the
preparation of the Registration Statement and the Prospectus and any
amendments and supplements thereto (including documents incorporated by
reference) and review and discussion of the contents thereof, but are
without independent check or verification except as stated therein. In
rendering the opinion referred to in subparagraph (iii) above, such
counsel may state that with respect to (J) and (K) of subparagraph (i)
above, such counsel's opinion and belief are based upon their
participation in the preparation of the Registration Statement and the
Prospectus and any amendments and supplements thereto (other than
documents incorporated by reference) and upon their review and discussion
of the contents thereof (including documents incorporated by reference),
but are without independent check or verification except as stated
therein. In rendering the opinions referred to in subparagraphs (i) and
(iii) above, such counsel may state that with respect to (D) and (E) of
subparagraph (i) above, such counsels' opinions, insofar as such opinions
relate to enforceability, are subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and to the effect of general
equitable principles (regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law).
(b) Officer's Certificate. At the Commencement Date and at each Settlement
Date with respect to any Terms Agreement, no stop order suspending the
effectiveness of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or threatened by the
Commission, and there shall have been no material adverse change in the
condition of the Company and its consolidated affiliates, taken as a whole, from
that set forth in the Registration Statement and the Prospectus (excluding any
amendments or supplements to the Prospectus since the relevant Acceptance Date,
if any); and the Agents shall have received on the Commencement Date and, if
called for by the applicable Terms Agreement, at each Settlement Date a
certificate in the form of Exhibit E hereto, dated the Commencement Date or such
Settlement Date and signed by an executive officer of the Company, to the
foregoing effect. The officer making such certificate may rely upon the best of
his knowledge as to proceedings pending or threatened.
(c) Comfort Letter. The Agents shall have received at the Commencement
Date and at each Settlement Date with respect to any Terms Agreement, if called
for by such Terms Agreement, a letter from KPMG LLP, independent public
accountants, dated as of the Commencement Date or such Settlement Date, in form
and substance satisfactory to the Agents, containing statements and information
of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Registration
Statement and the Prospectus.
<PAGE>
(d) Other Documents. On the Commencement Date and at each Settlement Date
with respect to any applicable Terms Agreement, counsel to the Agents shall have
been furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as herein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of
Notes as herein contemplated shall be satisfactory in form and substance to the
Agents and to counsel to the Agents.
If any condition specified in this Section shall not have been fulfilled
as of the relevant date required, this Agreement and any Terms Agreement may be
terminated as to any Agent by notice by such Agent to the Company at any time at
or prior to the Commencement Date or the applicable Settlement Date, and such
termination shall be without liability of any party to any other party, except
that the covenants set forth in Section 3(f) hereof, the provisions of Section 4
hereof, the indemnity and contribution agreements set forth in Sections 8 and 9
hereof, and the provisions of Sections 10 and 14 hereof shall remain in effect.
Section 6. Additional Covenants of the Company. The Company covenants
and agrees that:
(a) Reaffirmation of Representations and Warranties. Each acceptance by it
of an offer for the purchase of Notes, and each sale of Notes to any Agent
pursuant to a Terms Agreement, shall be deemed to be an affirmation that the
representations and warranties of the Company contained in this Agreement and in
any certificate theretofore delivered to the Agents pursuant hereto are true and
correct at the time of such acceptance or sale, as the case may be, and an
undertaking that such representations and warranties will be true and correct at
the time of delivery to the purchaser or his agent, or to the Agents, of the
Note or Notes relating to such acceptance or sale, as the case may be, as though
made at and as of each such time (and it is understood that such representations
and warranties shall relate to the Registration Statement and the Prospectus as
amended and supplemented to each such time);
(b) Subsequent Delivery of Certificates. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented or a
new Registration Statement is used by the Company with respect to the Notes or
there is filed with the Commission any annual report on Form 10-K incorporated
by reference into the Prospectus (other than an amendment or supplement
providing solely for a change in the interest rates of Notes or a change in the
aggregate principal amount of Notes remaining to be sold or similar changes or
other than an amendment, supplement or document relating solely to securities
other than the Notes or a post-effective amendment solely containing exhibits to
<PAGE>
the Registration Statement); (ii) the Company sells Notes to any Agent pursuant
to a Terms Agreement, and the Agent so requests; and (iii) there is filed with
the Commission any quarterly report on Form 10-Q or periodic report on Form 8-K
incorporated by reference into the Prospectus and any Agent reasonably requests,
the Company shall furnish or cause to be furnished to the Agents (in the case of
clause (i)), the Agent(s) party to the Terms Agreement (in the case of clause
(ii)) or the requesting Agent(s) (in the case of clause (iii)) promptly a
certificate in form satisfactory to such Agent(s) to the effect that the
statements contained in the certificates referred to in Section 5(b) hereof
which were last furnished to the Agents are true and correct at the time of such
amendment or supplement or filing or sale, as the case may be, as though made at
and as of such time (except that such statements shall be deemed to relate to
the Registration Statement and the Prospectus as amended and supplemented to
such time or the new Registration Statement, as the case may be) or, in lieu of
such certificate, certificates of the same tenor as the certificates referred to
in said Section 5(b), modified as necessary to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of delivery
of such certificates or the new Registration Statement, as the case may be;
provided, however, that the Company shall not be required to furnish any
certificates to any Agents pursuant to this paragraph at a time when the Agents
shall have suspended solicitation of purchases of Notes in their capacity as
agents pursuant to instructions of the Company, if no Agent shall then hold any
Notes as principal purchased under a Terms Agreement;
(c) Subsequent Delivery of Legal Opinions. Each time that the Registration
Statement or the Prospectus shall be amended or supplemented or a new
Registration Statement is used by the Company with respect to the Notes or there
is filed with the Commission any annual report on Form 10-K incorporated by
reference into the Prospectus (other than an amendment or supplement providing
solely for a change in the interest rates of the Notes or a change in the
aggregate principal amount of Notes remaining to be sold or similar changes or
other than an amendment, supplement or document relating solely to securities
other than the Notes or a post-effective amendment solely containing exhibits to
the Registration Statement) or, if so indicated in the applicable Terms
Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement,
the Company shall furnish or cause to be furnished promptly to the Agents a
written opinion of Glenn J. Goggins, Associate General Counsel, Treasury
Operations and Assistant Secretary of the Company or other counsel satisfactory
to the Agents, dated the date of delivery of such opinion, in form satisfactory
to the Agents, of the same tenor as the opinion referred to in Section 5(a)
hereof but modified, as necessary, to relate to the Registration Statement and
the Prospectus as amended and supplemented to the time of delivery of such
opinion or the new Registration Statement, as the case may be, or, in lieu of
such opinion, counsel last furnishing such opinion to the Agents shall furnish
the Agents with a letter to the effect that the Agents may rely on such last
opinion to the same extent as
<PAGE>
though it were dated the date of such letter authorizing reliance (except that
statements in such last opinion shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of delivery
of such letter authorizing reliance or the new Registration Statement, as the
case may be); and
(d) Subsequent Delivery of Comfort Letters. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented to
include additional financial information or a new Registration Statement is used
by the Company with respect to the Notes or there is filed with the Commission
any document incorporated by reference into the Prospectus which contains
additional financial information or, if so indicated in the applicable Terms
Agreement, the Company sells Notes to an Agent pursuant to a Terms Agreement,
the Company shall cause KPMG LLP promptly to furnish the Agents a letter, dated
the date of filing of such amendment, supplement or document with the Commission
or the date of effectiveness of such new Registration Statement, or the date of
such sale, as the case may be, in form satisfactory to the Agents, of the same
tenor as the letter referred to in Section 5(c) hereof; provided, however, that
if the Registration Statement or the Prospectus is amended or supplemented
solely to include financial information as of and for a fiscal quarter, KPMG LLP
may limit the scope of such letter to the unaudited financial statements
included in such amendment or supplement unless any other information included
therein of an accounting, financial or statistical nature is of such a nature
that, in the Agents' reasonable judgment, such letter should cover such other
information.
Section 7. Additional Covenants of the Agents. Each Agent agrees that:
(a) Advertising. It will not place advertisements or publish notices of
any kind in any jurisdiction relating to any Notes, the offering of any Notes or
any other matter relating to this Agreement without the prior written consent of
the Company.
(b) Calculation Agent. If requested by the Company and agreed by such
Agent with respect to any Notes offered through such Agent as agent or to such
Agent as principal, such Agent will act as Calculation Agent with respect to
such Notes for all purposes. Unless otherwise agreed by the Company and the
relevant Agent, the rights and obligations of the Company and such Agent shall,
with respect to each instance in which such Agent is requested to so act, be
governed by the Master Calculation Agent Agreement dated as of [April [ ], 1999]
set forth as Exhibit D hereto.
(c) Discretionary Accounts. It will not confirm sales of any Notes to
accounts over which it exercises discretionary authority.
Section 8. Indemnification. (a) Indemnification of the Agents. The Company
agrees to indemnify and hold harmless each Agent and each person, if any, who
controls any Agent within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
<PAGE>
material fact contained in the Registration Statement, any preliminary
prospectus or prospectus supplement or the Prospectus (if used within the period
set forth in Section 3(c) and as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company by any Agent expressly for use
therein; provided, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus (including, without limitation, any preliminary
prospectus supplement or preliminary pricing supplement) shall not inure to the
benefit of any Agent from whom the person asserting any such losses, claims,
damages or liabilities purchased Notes, or any person controlling such Agent, if
a copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Agent to such person, if required by law so to have been
delivered, at or prior to the written confirmation of the sale of the Notes to
such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability.
(b) Indemnification of Company. Each Agent agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, its officers
who sign the Registration Statement and any person controlling the Company to
the same extent as the foregoing indemnity from the Company to each Agent, but
only with reference to information relating to such Agent furnished in writing
by such Agent expressly for use in the Registration Statement or the Prospectus.
(c) General. In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 8(a) or 8(b) hereof, such person
(the "indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and expenses of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in
<PAGE>
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm
(in addition to local counsel) for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by the Agents in the case of parties indemnified
pursuant to Section 8(a) and by the Company in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnity the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
Section 9. Contribution. If the indemnification provided for in Section 8
is unavailable to an indemnified party in respect of any losses, claims, damages
or liabilities referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (i) if the indemnifying party is the Company, in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Agents on the other from the issue and sale of the Notes, (ii)
if the indemnifying party is an Agent, in such proportion as is appropriate to
reflect the relative fault of such Agent on the one hand and the Company on the
other hand in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, or (iii) if the allocation provided by
clause (i) or clause (ii) above, as the case may be, is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above or the relative fault referred
to in clause (ii) above, as the case may be, but also such relative fault (in
cases covered by clause (i)) or such relative benefits (in cases covered by
clause (ii)) as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Agents on the
other hand shall be deemed to be in the same proportion as the total sales price
received by the Company from the sale of Notes that are the subject of the claim
for indemnification (before deducting expenses) bears to the total underwriting
discounts and commissions received by the Agents from sales of Notes that are
the subject of the claim for indemnification. The relative fault of the Company
on the one hand and of the Agents on the other shall be determined by reference
to, among other things, whether the untrue statement of a fact or the omission
to state a fact relates to information supplied by the Company or statements
made or furnished by the Agents and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
The Company and the Agents agree that it would not be just and equitable
if contribution pursuant to this Section 9 were determined by pro rata
allocation
<PAGE>
(even if the Agents were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
provided for, in the respective cases, in clauses (i), (ii) and (iii) of the
immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 9, no Agent
shall be required to contribute any amount in excess of the amount by which the
sum of (i) the total price at which any Notes, the purchase of which is the
subject of the claim for indemnification and which was solicited by such Agent,
were sold by the Company and (ii) the total price at which any Notes, the
purchase of which is the subject of the claim for indemnification and which such
Agent purchased as principal and distributed to the public, were offered to the
public, exceeds the amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The
Agents' obligations to contribute pursuant to this Section 9 are several, in
proportion to the respective amounts of Notes solicited or purchased by each of
such Agents, and not joint.
Section 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or any Terms Agreement, or contained in certificates of officers of
the Company submitted pursuant hereto, shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of the Agents
or any controlling person of any Agent, or by or on behalf of the Company or any
controlling person of the Company, and shall survive each delivery of and
payment for any of the Notes.
Section 11. Termination. (a) Termination of this Agreement. This Agreement
may be terminated as to a party for any reason, at any time by any party hereto
upon the giving of 30 days' written notice of such termination to each other
party hereto; provided, however, that an Agent's termination of this Agreement
shall terminate the Agreement only between itself and the Company.
(b) Termination of a Terms Agreement. The Agent or, if applicable, the
Agents if so agreed by a majority in interest of the Agents, may terminate any
Terms Agreement, immediately upon notice to the Company, at any time prior to
the Settlement Date relating thereto if (i) trading in securities generally on
the New York Stock Exchange shall have been suspended or materially limited;
(ii) a general moratorium on commercial banking activities in the State of New
York or
<PAGE>
the United States shall have been declared by Federal authorities; or (iii)
there shall have occurred any material outbreak, or material escalation, of
hostilities or other national or international calamity or crisis, of such
magnitude and severity in its effect on the financial markets of the United
States, in the reasonable judgment of such Agent or a majority in interest of
the Agents, as to prevent or materially impair the marketing, or enforcement of
contracts for sale, of the Notes
(c) General. In the event of any such termination, no party will have any
liability to the other parties hereto or to the other parties to any Terms
Agreement so terminated, except that (i) the Agents shall be entitled to any
commissions earned in accordance with the fourth paragraph of Section 2(a)
hereof, (ii) if at the time of termination (a) any Agent shall own any Notes
purchased pursuant to a Terms Agreement with the intention of reselling them or
(b) an offer to purchase any of the Notes has been accepted by the Company but
the time of delivery to the purchaser or his agent of the Note or Notes relating
thereto has not occurred, the covenants set forth in Sections 3 and 6 hereof
shall remain in effect until such Notes are so resold or delivered, as the case
may be, and (iii) the covenant set forth in Section 3(f) hereof (except that the
Company shall no longer be required to comply with the provisions of Section
3(f) after it has made generally available to its security holders an earnings
statement (which need not be audited) covering a twelve-month period beginning
after the date of the last sale of Notes hereunder (including sales to an Agent
under a Terms Agreement) which shall satisfy the provisions of Section 11(a) of
the 1933 Act and the rules and regulations thereunder), the provisions of
Section 4 hereof, the agreements of the Agents pursuant to Section 7 hereof, the
indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and
the provisions of Sections 10 and 14 hereof shall remain in effect.
Section 12. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted to the address or telefax number set forth below:
Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Phone: (212) 834-4421
Fax: (212) 834-6081
Attention: Medium Term Notes Desk
Deutsche Bank Securities Inc.
1301 Avenue of the Americas
New York, NY 10020
Phone: (212) 469-3528
Fax: (212) 469-6898
Attention: Mr. Bruce Cairnduff
<PAGE>
General Electric Capital Corporation
GECC Capital Markets Group, Inc.
260 Long Ridge Road
Stamford, CT 06927
Phone: (203) 357-4000
Fax: (203) 357-4975
Attention: Senior Vice President-Corporate Treasury
and Global Funding Operation
Goldman, Sachs & Co.
80 Broad Street
New York, NY 10004
Phone:
Fax:
Attention: Credit Control-Medium Term Notes
Lehman Brothers Inc.
3 World Financial Center
New York, NY 10285
Phone: (212) 526-8400
Fax: (212) 527-7007
Attention: MTN Product Management
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
North Tower
World Financial Center
New York, NY 10281-1323
Phone: (212) 449-4900
Fax: (212) 449-2760
Attention: MTN Product Management
J.P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260
Telephone: 212-648-0591
Telecopier: 212-648-5909
Attention: Medium-Term Note Desk
Warburg Dillon Read LLC
677 Washington Blvd.
Stamford, CT 06901
<PAGE>
Phone: 203-719-1342
Fax: 203-719-7139
Attention: Debt Capital Markets
Section 13. Parties. This Agreement and any Terms Agreement shall inure to
the benefit of and be binding upon the Agents and the Company and their
respective successors. Nothing expressed or mentioned in this Agreement or any
Terms Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and officers and directors referred to in Sections 8 and
9 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any Terms Agreement or
any provision herein or therein contained. This Agreement and any Terms
Agreement and all conditions and provisions hereof and thereof are intended to
be for the sole and exclusive benefit of the parties hereto and their respective
successors and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation, except that purchasers of Notes sold by any Agent as agent shall be
entitled to the benefits of Section 5 hereof. No purchaser of Notes shall be
deemed to be a successor by reason merely of such purchase.
Section 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of our amended
and restated agreement, please sign and return to the Company a counterpart
hereof, whereupon this instrument along with all counterparts will become a
binding agreement between the Agents and the Company in accordance with its
terms.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
By
-----------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first above written:
<PAGE>
CHASE SECURITIES INC.
By
-----------------------------------
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By
-----------------------------------
Name:
Title:
GECC CAPITAL MARKETS GROUP, INC.
By
-----------------------------------
Name:
Title:
GOLDMAN, SACHS & CO.
By
-----------------------------------
Name:
Title:
LEHMAN BROTHERS INC.
By
-----------------------------------
Name:
Title:
<PAGE>
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By
-----------------------------------
Name:
Title:
J.P. MORGAN SECURITIES INC.
By
-----------------------------------
Name:
Title:
WARBURG DILLON READ LLC
By
-----------------------------------
Name:
Title:
<PAGE>
EXHIBIT A
Term Commission Rate
From 9 months but less than 1 year .050%
From 1 year but less than 18 year .075
From 18 months but less than 2 years .125
From 2 years but less than 3 years .175
From 3 years but less than 4 years .250
From 4 years but less than 5 years .300
From 5 years but less than 6 years .350
From 6 years but less than 7 years .375
From 7 years but less than 8 years .400
From 8 years but less than 9 years .425
From 9 years but less than 10 years .450
From 10 years but less than 15 years .475
From 15 years but less than 20 years .550
From 20 years to 60 years .600
<PAGE>
EXHIBIT B
[Principal Amount]
GENERAL ELECTRIC CAPITAL CORPORATION
Global Medium-Term Notes, Series A
TERMS AGREEMENT
______________, 199_
GENERAL ELECTRIC CAPITAL CORPORATION
260 Long Ridge Road
Stamford, Connecticut 06927
Attention: Senior Vice President-Corporate Treasury
and Global Funding Operation
Re: Amended and Restated U.S. Distribution Agreement
Dated as of May 3, 1999
The undersigned agrees to purchase Global Medium-Term Notes, Series A,
having the following terms:
ALL NOTES: FIXED RATE NOTES: FLOATING RATE NOTES:
- ---------- ----------------- --------------------
Principal Amount: Interest Rate: Base Rate:
Purchase Price: Applicability of Annual Index Maturity:
Interest:
Settlement Date and Time: IF AMORTIZING NOTES: Spread:
Place of Delivery: Amortization Schedule: Spread Multiplier:
Issue Date: IF DUAL CURRENCY Alternate Rate Event
NOTES: Spread:
Specified Currency: Optional Payment Initial Interest Rate:
Currency:
Maturity Date: Face Amount Currency: Interest Reset Dates:
Initial Accrual Period OID: Designated Exchange Rate: Maximum Interest Rate:
<PAGE>
Yield to Maturity: Option Value Calculation Minimum Interest Rate:
Agent:
Optional Repayment Date(s): Option Election Date(s): Interest Reset Period:
Initial Redemption Date: IF INDEXED NOTES: Interest Payment Period:
Initial Redemption Indexed Currency: Interest Payment
Percentage: Date(s):
Applicability of Annual Percentage Reduction:
Redemption Percentage
Reduction:
If yes, state Annual Currency Base Rate:
Percentage Reduction:
Applicbility of Modified Determination Agent:
Payment upon Acceleration:
If yes, state the Issue
Price:
Applicability of Annual
Redemption Percentage
Increase:
If yes, state each
redemption date and
redemption price:
[The certificate referred to in Section 5(b) of the U.S. Distribution
Agreement, the opinions referred to in Section 5(a) of the U.S. Distribution
Agreement and the accountants' letter referred to in Section 5(c) of the U.S.
Distribution Agreement will be required.]
[NAME OF AGENT]
By
----------------------------
Title:
------------------------
Accepted:
GENERAL ELECTRIC CAPITAL CORPORATION
By
----------------------------
Title:
------------------------
<PAGE>
EXHIBIT C
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTES, SERIES A
ADMINISTRATIVE PROCEDURES
---------------------------------------------------
The Global Medium-Term Notes, Series A (the "Notes"), are to be offered on
a continuous basis by General Electric Capital Corporation (the "Company"). Each
of Chase Securities Inc., Deutsche Bank Securities, GECC Capital Markets Group,
Inc., Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, J.P. Morgan
Securities Inc. and Warburg Dillon Read LLC (each an "Agent") has agreed to
solicit offers to purchase the Notes in registered form. The Notes are being
sold pursuant to a U.S. Distribution Agreement dated as of May 3, 1999 (the
"Agreement") between the Company and the Agents. In the Agreement, each Agent
has agreed to use its best efforts to solicit purchases of the Notes. Each
Agent, as principal, may purchase Notes for its own account and if it does so,
the Company and such Agent will enter into a terms agreement, as contemplated by
the Agreement.
The Notes are to be issued pursuant to Third Amended and Restated
Indenture dated as of February 27, 1997, between the Company and The Chase
Manhattan Bank, as successor trustee (the "Trustee") as supplemented by the
First Supplemental Indenture dated as of May 3, 1999, (as supplemented the
"Indenture"). Subject to the terms and conditions of the Indenture, and unless
otherwise provided, all Securities of the same series having identical terms but
for authentication date and public offering price (a "Tranche") need not be
issued at the same time. Unless otherwise provided, and subject to the terms and
conditions of the Indenture, a Tranche may be reopened for issuance of
additional Securities in such Tranche. The Company has initially appointed the
Trustee, at its corporate trust office in The City of New York, as the registrar
(the "Registrar") for the Notes. The Company has authorized the issuance of
Notes to and through the Agents pursuant to the terms of this Agreement. The
Notes will be issued in registered form. Each Note will be represented by one or
more global securities in registered form without coupons delivered to the
Trustee as agent for The Depository Trust Company ("DTC") and recorded in the
book-entry system
<PAGE>
maintained by DTC or by a certificate delivered to the holder thereof or a
person designated by such holder. Notes will bear interest at a fixed rate (the
"Fixed Rate Notes"), which may be zero in the case of certain original issue
discount notes (the "OID Notes"), or at floating rates (the "Floating Rate
Notes"). Fixed Rate Notes may (i) pay a level amount in respect of both interest
and principal amortized over the life of the Notes (the "Amortizing Notes"),
(ii) pay an amount in respect of principal determined by the relationship
between (x) the currency base rate of a unit of the face amount currency per
unit of the Indexed Currency specified on the face of such Note and (y) the spot
rate (as derived in accordance with such Note) expressed in terms of a unit of
the face amount currency per unit of such Indexed Currency for an amount of such
Indexed Currency equal to the face amount of such Note on the Index
Determination Date specified on the face of such Note ("Indexed Notes") and
(iii) provide for payment of both principal and interest to be made, at the
election of the Company, in the Optional Payment Currency specified on the face
of such Note at the Designated Exchange rate specified on the face thereof with
certain adjustments to the payment of principal if such Note is redeemed prior
to the Maturity Date or if payment thereon is accelerated ("Dual Currency
Notes"). The Notes will be issued in U.S. dollars or other currencies (the
"Specified Currency"). Each Note will be represented by either a Global Security
(as defined below) delivered to the Trustee, as agent for The Depository Trust
Company ("DTC"), and recorded in the book-entry system maintained by DTC (a
"Book-Entry Note") or a certificate delivered to the holder thereof or a person
designated by such holder (a "Certificated Note"). Except in limited
circumstances, an owner of a Book-Entry Note will not be entitled to receive a
Certificated Note.
Book-Entry Notes, which may only be denominated and payable in U.S.
dollars, will be issued in accordance with the administrative procedures set
forth in Part I hereof as they may subsequently be amended as the result of
changes in DTC operating procedures, and Certificated Notes will be issued in
accordance with the administrative procedures set forth in Part II hereof.
Indexed Notes and Dual Currency Notes will only be issued as Certificated Notes.
Unless otherwise defined herein, terms defined in the Indenture or the Notes
shall be used herein as therein defined.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, the Trustee will perform
the custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representation from
the Company and the Trustee to DTC, dated as of May 3, 1999 (the "Letter of
Representation"), and its obligations as a participant in DTC, including DTC's
<PAGE>
Same-Day Funds Settlement System ("SDS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-Entry Notes,
the Company will issue a single global security in
fully registered form without coupons(a "Global
Security") representing up to U.S. $200,000,000
principal amount of all such Notes that have the same
Purchase Price, Settlement Date, Maturity Date,
redemption or repayment provisions, Interest Payment
Dates, Original Issue Date, original issue discount
provisions (if any), and, in the case of Fixed Rate
Notes, Interest Rate, modified payment upon
acceleration (if any), amortization schedule (if any)
or, in the case of Floating Rate Notes, Initial
Interest Rate, Interest Payment Dates, Interest
Payment Period, Calculation Agent, Interest Rate
Basis, Index Maturity, Interest Reset Period,
Interest Reset Dates, Spread or Spread Multiplier (if
any),Alternative Rate Event Spread (if any), Minimum
Interest Rate (if any)and Maximum Interest Rate (if
any)and, in each case, any other relevant terms
(collectively "Terms"). Each Global Security will be
dated and issued as of the date of its authentication
by the Trustee. Each Global Security will bear an
"Interest Accrual Date," which will be (i) with
respect to an original Global Security(or any portion
thereof), its original issuance date and (ii) with
respect to any Global Security (or any portion
thereof) issued subsequently upon exchange of a
Global Security, or in lieu of a destroyed, lost or
stolen Global Security, the most recent Interest
Payment Date to which interest has been paid or duly
provided for on the predecessor Global Security or
Securities (or if no such payment or provision has
been made, the original issuance date of the
predecessor Global Security), regardless of the date
of authentication of such subsequently issued Global
Security. Book-Entry Notes may only be denominated
and payable in U.S. dollars. No Global Security will
represent any Certificated Note.
Identification
Numbers: The Company has arranged with the CUSIP Service
<PAGE>
Bureau of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for the reservation of a series of
approximately 900 CUSIP numbers (including tranche
numbers) for assignment to the Global Securities
representing the Book-Entry Notes. The Company has
obtained from the CUSIP Service Bureau a written list
of each series of reserved CUSIP numbers and has
delivered to the Trustee and DTC the written list of
900 CUSIP numbers of such series. The Trustee will
assign CUSIP numbers to Global Securities as
described below under Settlement Procedure "B". DTC
will notify the CUSIP Service Bureau periodically of
the CUSIP numbers that the Trustee has assigned to
Global Securities. At anytime when fewer than 100 of
the reserved CUSIP numbers of either series remain
unassigned to Global Securities, the Trustee shall so
advise the Company and, if it deems necessary, the
Company will reserve additional CUSIP numbers for
assignment to Global Securities representing
Book-Entry Notes. Upon obtaining such additional
CUSIP numbers, the Company shall deliver a list of
such additional CUSIP numbers to the Trustee and DTC.
Registration: Each Global Security will be registered in the name
of Cede & Co., as nominee for DTC, on the Security
register maintained under the Indenture. The
beneficial owner of a Book-Entry Note (or one or more
indirect participants in DTC designated by such
owner) will designate one or more participants in DTC
with respect to such Note (the "Participants") to act
as agent or agents for such owner in connection with
the book-entry system maintained by DTC, and DTC will
record in book-entry form, in accordance with
instructions provided by such Participants, a credit
balance with respect to such beneficial owner in such
Note in the account of such Participants. The
ownership interest of such beneficial owner in such
Note will be recorded through the records of such
Participants or through the separate records of such
Participants and one or more indirect participants in
DTC.
Transfers: Transfers of a Book-Entry Note will be accompanied by
book entries made by DTC and, in turn, by
Participants
<PAGE>
(and in certain cases, one or more indirect
participants in DTC) acting on behalf of beneficial
transferors and transferees of such Note.
Exchanges: The Trustee may deliver to DTC and the CUSIP Service
Bureau at any time a written notice of consolidation
specifying (i) the CUSIP numbers of two or more
Outstanding Global Securities that represent
Book-Entry Notes having the same Terms and for which
interest has been paid to the same date, (ii) a date,
occurring at least thirty days after such written
notice is delivered and at least thirty days before
the next Interest Payment Date for such Book-Entry
Notes, on which such Global Securities shall be
exchanged for a single replacement Global Security
and (iii) a new CUSIP number to be assigned to such
replacement Global Security. Upon receipt of such a
notice, DTC will send to its Participants (including
the Trustee) a written reorganization notice to the
effect that such exchange will occur on such date.
Prior to the specified exchange date, the Trustee
will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and the new
CUSIP number and stating that, as of such exchange
date, the CUSIP numbers of the Global Securities to
be exchanged will no longer be valid. On the
specified exchange date, the Trustee will exchange
such Global Securities for a single Global Security
bearing the new CUSIP number and a new Interest
Accrual Date, and the CUSIP numbers of the exchanged
Global Securities will, in accordance with CUSIP
Service Bureau procedures, be cancelled and not
immediately reassigned. Notwithstanding the
foregoing, if the Global Securities to be exchanged
exceed U.S. $200,000,000 in aggregate principal
amount, one Global Security will be authenticated and
issued to represent each U.S. $200,000,000 principal
amount of the exchanged Global Security and an
additional Global Security will be authenticated and
issued to represent any remaining principal amount of
such Global Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date from nine
months to 60 years from its date of issue.
<PAGE>
Notice of Redemption
and Repayment Dates: The Trustee will give notice to DTC prior to each
redemption date or repayment date (as specified in
the Note), if any, at the time and in the manner set
forth in the Letter of Representation.
Denominations: Book-Entry Notes will be issued in principal amounts
of U.S. $100,000 or an integral multiple of U.S.
$1,000 in excess thereof. Global Securities will be
denominated in principal amounts not in excess of
U.S. $200,000,000. If one or more Book-Entry Notes
having an aggregate principal amount in excess of
U.S. $200,000,000 would, but for the preceding
sentence, be represented by a single Global Security,
then one Global Security will be issued to represent
each U.S. $200,000,000 principal amount of such
Book-Entry Note or Notes and an additional Global
Security will be issued to represent any remaining
principal amount of such Book-Entry Note or Notes. In
such a case, each of the Global Securities
representing such Book-Entry Note or Notes shall be
assigned the same CUSIP number.
Interest: General. Interest on each Book-Entry Note will accrue
from the Interest Accrual Date of the Global Security
representing such Note. Each payment of interest on a
Book-Entry Note will include interest accrued to but
excluding the Interest Payment Date; provided that in
the case of Floating Rate Notes that reset daily or
weekly, interest payments will include interest
accrued to and including the Record Date immediately
preceding the Interest Payment Date, except that at
maturity or earlier redemption or repayment, the
interest payable will include interest accrued to,
but excluding, the maturity date or the date of
redemption or repayment, as the case may be. Interest
payable at the maturity or upon redemption or
repayment of a Book-Entry Note will be payable to the
person to whom the principal of such Note is payable.
Standard & Poor's Corporation will use the
information received in the pending deposit message
described under Settlement Procedure "C" below in
order to include the
<PAGE>
amount of any interest payable and certain other
information regarding the related Global Security in
the appropriate weekly bond report published by
Standard & Poor's Corporation.
Record Dates. The Record Date with respect to any
Interest Payment Date shall be the date fifteen
calendar days immediately preceding such Interest
Payment Date.
Fixed Rate Book-Entry Notes. Unless otherwise
specified in the applicable Pricing Supplement,
interest payments on Fixed Rate Book-Entry Notes,
other than Amortizing Notes, will be made
semiannually on March 15 and September 15 of each
year, (or, if so indicated in such Note, annually on
September 15 of each year) and at maturity or upon
any earlier redemption or repayment and Book Entry
Amortizing Notes will pay principal and interest
semiannually each March 15 and September 15, or
quarterly each March 15, June 15, September 15, and
December 15, and at maturity (or any redemption or
repayment date); provided, however, that in the case
of a Fixed Rate Book-Entry Note issued between a
Record Date and an Interest Payment Date, the first
interest payment will be made on the Interest Payment
Date following the next succeeding Record Date.
Floating Rate Book-Entry Notes. Interest payments
will be made on Floating Rate Book-Entry Notes
monthly, quarterly, semiannually or annually. Unless
otherwise agreed upon, interest will be payable, in
the case of Floating Rate Book-Entry Notes with a
daily, weekly or monthly Interest Reset Date, on the
third Wednesday of each month or on the third
Wednesday of March, June, September and December, as
specified pursuant to Settlement Procedure "A" below;
in the case of Notes with a quarterly Interest Reset
Date, on the third Wednesday of March, June,
September and December of each year; in the case of
Notes with a semi-annual Interest Reset Date, on the
third
<PAGE>
Wednesday of the two months specified pursuant to
Settlement Procedure "A" below; and in the case of
Notes with an annual Interest Reset Date, on the
third Wednesday of the month specified pursuant to
Settlement Procedure "A" below; provided however,
that if an Interest Payment Date (other than
maturity) for Floating Rate Book-Entry Notes would
otherwise be a day that is not a Business Day with
respect to such Floating Rate Book-Entry Notes, such
Interest Payment Date will be the next succeeding
Business Day with respect to such Floating Rate
Book-Entry Notes, except in the case of a LIBOR Note
if such Business Day is in the next succeeding
calendar month, such Interest Payment Date will be
the immediately preceding Business Day; and provided,
further, that in the case of a Floating Rate
Book-Entry Note issued between a Record Date and an
Interest Payment Date, the first interest payment
will be made on the Interest Payment Date following
the next succeeding Record Date.
Notice of Interest Payment and Record Dates. On the
first Business Day of January, April, July and
October of each year, the Trustee will deliver to the
Company and DTC a written list of Record Dates and
Interest Payment Dates that will occur with respect
to Book-Entry Notes during the six-month period
beginning on such first Business Day.
Calculation of Interest: Fixed Rate Book-Entry Notes. Unless otherwise
specified in the applicable Pricing Supplement,
Interest on Fixed Rate Book-Entry Notes (including
interest for partial periods) will be calculated on
the basis of a year of twelve thirty-day months.
Floating Rate Book-Entry Notes. Interest rates on
Floating Rate Book-Entry Notes will be determined as
set forth in the form of Notes. Interest on Floating
Rate Book-Entry Notes will be calculated on the basis
of actual days elapsed and a year of 360 days except
that in the case of Treasury Rate Notes or CMT Rate
Notes, interest will be calculated on the basis of
the actual number of days in the year.
Payments of Principal
and Interest: Payments of Interest. Promptly after each Record
Date,
<PAGE>
the Trustee will deliver to the Company and DTC a
written notice specifying by CUSIP number the amount
of interest to be paid on each Global Security other
than an Amortizing Note on the following Interest
Payment Date (other than an Interest Payment Date
coinciding with maturity or any earlier redemption or
repayment date) and the total of such amounts. DTC
will confirm the amount payable on each such Global
Security on such Interest Payment Date by reference
to the daily bond reports published by Standard &
Poor's Corporation. In the case of Amortizing Notes,
the Trustee will provide separate written notice to
DTC prior to each Interest Payment Date at the time
and in the manner set forth in the Letter of
Representation. The Company will pay to the Trustee,
as paying agent, the total amount of interest due on
such Interest Payment Date (and, in the case of an
Amortizing Note, principal and interest) (other than
at maturity), and the Trustee will pay such amount to
DTC at the times and in the manner set forth below
under "Manner of Payment." If any Interest Payment
Date for a Fixed Rate Book-Entry Note is not a
Business Day, the payment due on such day shall be
made on the next succeeding Business Day and no
interest shall accrue on such payment for the period
from and after such Interest Payment Date.
Payments at Maturity or Upon Redemption or Repayment.
On or about the first Business Day of each month, the
Trustee will deliver to the Company and DTC a written
list of principal and interest to be paid on each
Global Security other than an Amortizing Note
maturing either at maturity or on a redemption or
repayment date in the following month. The Company
and DTC will confirm the amounts of such principal
and interest payments with respect to each such
Global Security on or about the fifth Business Day
preceding the Maturity Date or redemption or
repayment date of such Global Security. In the case
of Amortizing Notes, the Trustee will provide
separate written notice to DTC prior to the Maturity
Date and any redemption or repayment date, as the
case may be, at the times and in the manner set forth
in the Letter of Representation. The Company will pay
to the Trustee, as the paying
<PAGE>
agent, the principal amount of such Global Security,
together with interest due at such Maturity Date or
redemption or repayment date. The Trustee will pay
such amounts to DTC at the times and in the manner
set forth below under "Manner of Payment." If any
Maturity Date or redemption or repayment date of a
Global Security representing Book-Entry Notes is not
a Business Day, the payment due on such day shall be
made on the next succeeding Business Day with respect
to such Note, except that, in the case of Book-Entry
LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Payment Date
or redemption or repayment date shall be the
immediately preceding day that is a Business Day with
respect to such Book-Entry LIBOR Note. Promptly after
payment to DTC of the principal and interest due on
the Maturity Date or redemption or repayment date of
such Global Security, the Trustee will cancel such
Global Security in accordance with the terms of the
Indenture and deliver it to the Company with a
certificate of cancellation.
Manner of Payment. The total amount of any principal
and interest due on Global Securities on any Interest
Payment Date or at maturity or upon redemption or
repayment shall be paid by the Company to the Trustee
in funds available for immediate use by the Trustee
not later than 9:30 A.M. (New York City time) on such
date. The Company will make such payment on such
Global Securities by instructing the Trustee to
withdraw funds from an account maintained by the
Company at the Trustee. The Company will confirm such
instructions in writing to the Trustee. Payment shall
be made prior to 10:00 A.M. (New York City time) or
as soon thereafter as practicable, on each Maturity
Date or redemption or repayment date or, if either
such date is not a Business Day, as soon as possible
thereafter, the Trustee will pay by separate wire
transfer (using Fed wire message entry instructions
in a form previously specified by DTC) to an account
at the Federal Reserve Trustee of New York previously
specified by DTC, in funds available for immediate
use by DTC, each
<PAGE>
payment of principal (together with interest thereon)
due on Global Securities on any Maturity Date or
redemption or repayment date. On each Interest
Payment Date or, if any such date is not a Business
Day, as soon as possible thereafter, interest
payments and, in the case of Amortizing Notes,
interest and principal payments shall be made to DTC
in same day funds in accordance with existing
arrangements between the Trustee and DTC. Thereafter
on each such date, DTC will pay, in accordance with
its SDS operating procedures then in effect, such
amounts in funds available for immediate use to the
respective Participants in whose names the Book-Entry
Notes represented by such Global Securities are
recorded in the book-entry system maintained by DTC.
Neither the Company nor the Trustee shall have any
responsibility or liability for the payment by DTC to
such Participants of the principal of and interest on
the Book-Entry Notes.
Withholding Taxes. The amount of any taxes required
under applicable law to be withheld from any interest
payment on a Book-Entry Note will be determined and
withheld by the Participant, indirect participant in
DTC or other person responsible for forwarding
payments directly to the beneficial owner of such
Note.
Preparation of
Pricing Supplement: If any order to purchase a Book-Entry Note is
accepted by or on behalf of the Company, the Company
will prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such Note and
will arrange to file such Pricing Supplement with the
Commission in accordance with the applicable
paragraph of Rule 424 under the Act, will deliver a
copy of such Pricing Supplement to the relevant Agent
by the close of business on the following Business
Day. The relevant Agent will cause such Pricing
Supplement to be delivered to the purchaser of the
Note. In each instance that a Pricing Supplement is
prepared, the Agents receiving such Pricing
Supplement will affix the Pricing Supplement to
Prospectuses prior to their use.
<PAGE>
Outdated Pricing Supplements, and the Prospectuses to
which they are attached (other than those retained
for files), will be destroyed.
Settlement: The receipt by the Company of immediately available
funds in payment for a Book-Entry Note and the
authentication and issuance of the Global Security
representing such Note shall constitute "settlement"
with respect to such Note. All orders accepted by the
Company will be settled on the third Business Day
pursuant to the timetable for settlement set forth
below unless the Company and the purchaser agree to
settlement on another day, which shall be no earlier
than the next Business Day.
Settlement Procedures: Settlement Procedures with regard to each Book-Entry
Note sold by the Company to or through an Agent shall
be as follows:
A. The relevant Agent will advise the Company by
telephone that such Note is a Book-Entry Note and
of the following settlement information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate Book-Entry Note,
the Interest Rate, the applicability of
Annual Interest Payments and whether such
Note is an Amortizing Note and, if so, the
amortization schedule, or, in the case of a
Floating Rate Book-Entry Note, the Initial
Interest Rate (if known at such time),
Interest Payment Dates, Interest Payment
Period, Calculation Agent, Interest Rate
Basis, Index Maturity, Interest Reset
Period, Initial Interest Reset Date,
Interest Reset Dates, Spread or Spread
Multiplier (if any), Minimum Interest Rate
(if any), Maximum Interest Rate (if any) and
the Alternate Rate Event Spread (if any).
4. Redemption or repayment provisions, if any.
5. Settlement date and time.
<PAGE>
6. Price.
7. Agent's commission, if any, determined as
provided in the Agreement.
8. Whether the Note is an OID Note, and if it
is an OID Note, the total amount of OID, the
yield to maturity, the initial accrual
period OID and the applicability of Modified
Payment upon Acceleration (and, if so, the
Issue Price).
9. Any other applicable Terms.
B. The Company will advise the Trustee by telephone
or electronic transmission (confirmed in writing
at any time on the same date) of the information
set forth in Settlement Procedure "A" above. The
Company will then assign a CUSIP number to the
Global Security representing such Note and will
notify the Trustee and the Agent of such CUSIP
number by telephone as soon as practicable.
C. The Trustee will enter a pending deposit message
through DTC's Participant Terminal System,
providing the following settlement information to
DTC, the relevant Agent and Standard & Poor's
Corporation:
1. The information set forth in Settlement
Procedure "A".
2. The Initial Interest Payment Date for such
Note, the number of days by which such date
succeeds the related DTC Record Date (which
in the case of Floating Rate Notes which
reset daily or weekly, shall be the date
five calendar days immediately preceding
the applicable Interest Payment Date and, in
the case of all other Notes, shall be the
Record Date as defined in the Note) and, if
known, amount of interest
<PAGE>
payable on such Initial Interest Payment
Date.
3. The CUSIP number of the Global Security
representing such Note.
4. Whether such Global Security will represent
any other Book-Entry Note (to the extent
known at such time).
5. Whether such Note is an Amortizing Note (by
an appropriate notation in the comments
field of DTC's Participant Terminal
System).
6. The number of Participant accounts to be
maintained by DTC on behalf of the Agents
and the Trustee.
D. The Trustee will complete and authenticate the
Global Security representing such Note.
E. DTC will credit such Note to the Trustee's
participant account at DTC.
F. The Trustee will enter an SDS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Note to the
Trustee's participant account and credit such
Note to the relevant Agent's participant account
and (ii) debit such Agent's settlement account
and credit the Trustee's settlement account for
an amount equal to the price of such Note less
such Agent's commission, if any. The entry of
such a deliver order shall constitute a
representation and warranty by the Trustee to
DTC that the Global Security representing such
Book-Entry Note has been issued and
authenticated.
G. Unless the relevant Agent purchased such Note as
principal, such Agent will enter an SDS deliver
order through DTC's Participant Terminal System
instructing DTC (i) to debit such Note to such
Agent's participant account and credit such Note
<PAGE>
to the participant accounts of the Participants
with respect to such Note and (ii) to debit the
settlement accounts of such Participants and
credit the settlement account of such Agent for
an amount equal to the price of such Note.
H. Transfers of funds in accordance with SDS deliver
orders described in Settlement Procedures "F" and
"G" will be settled in accordance with SDS
operating procedures in effect on the settlement
date.
I. The Trustee will credit to the U.S. dollar
account of the Company maintained at a Trustee
located in New York City, notified to the Trustee
from time to time in writing, in funds available
for immediate use in the amount transferred to
the Trustee, in accordance with Settlement
Procedure "F".
J. Unless the relevant Agent purchased such Note as
principal, such Agent will confirm the purchase
of such Note to the purchaser either by
transmitting to the Participants with respect to
such Note a confirmation order or orders through
DTC's institutional delivery system or by mailing
a written confirmation to such purchaser.
K. Monthly, the Trustee will send to the Company a
statement setting forth the principal amount of
Notes outstanding as of that date under the
Indenture and setting forth a brief description
of any sales of which the Company has advised the
Trustee but which have not yet been settled.
Settlement
Procedures
Timetable: For sales by the Company of Book-Entry Notes to or
through an Agent for settlement on the first Business
Day after the sale date, Settlement Procedures "A"
through "J" set forth above shall be completed as
soon as possible but not later than the respective
times (New York City time) set forth below:
<PAGE>
Settlement
Procedure Time
--------- ----
A. 11:00 A.M. on the sale date
B. 12:00 Noon on the sale date
C. 2:00 P.M. on the sale date
D. 9:00 A.M. on settlement date
E. 10:00 A.M. on settlement date
F-G 2:00 P.M. on settlement date
H. 4:45 P.M. on settlement date
I-J 5:00 P.M. on settlement date
If a sale is to be settled more than one Business Day
after the sale date, Settlement Procedures "A", "B"
and "C" shall be completed as soon as practicable but
no later than 11:00 A.M., 12 Noon and 2:00 P.M.,
respectively, on the first Business Day after the
sale date. If the Initial Interest Rate for a
Floating Rate Book-Entry Note has not been determined
at the time that Settlement Procedure "A" is
completed, Settlement Procedure "B" and "C" shall be
completed as soon as such rate has been determined
but no later than 12 Noon and 2:00 P.M.,
respectively, on the second Business Day before the
settlement date. Settlement Procedure "H" is subject
to extension in accordance with any extension of Fed
wire closing deadlines and in the other events
specified in the SDS operating procedures in effect
on the settlement date. If settlement of a Book-Entry
Note is rescheduled or cancelled, the Trustee, after
receiving notice from the Company or the Agent, will
deliver to DTC, through DTC's Participant Terminal
System, a cancellation message to such effect by no
later than 2:00 P.M. on the Business Day immediately
preceding the scheduled settlement date.
Failure to Settle: If the Trustee fails to enter an SDS deliver order
with respect to a Book-Entry Note pursuant to
Settlement Procedure "F", the Trustee may deliver to
DTC, through DTC's Participant Terminal System, as
soon as practicable a withdrawal message instructing
DTC to
<PAGE>
debit such Note to the Trustee's participant account,
provided that the Trustee's participant account
contains a principal amount of the Global Security
representing such Note that is at least equal to the
principal amount to be debited. If a withdrawal
message is processed with respect to all the
Book-Entry Notes represented by a Global Security,
the Trustee will mark such Global Security
"cancelled," make appropriate entries in the
Trustee's records and send such cancelled Global
Security to the Company. The CUSIP number assigned to
such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be cancelled and not
immediately reassigned. If a withdrawal message is
processed with respect to one or more, but not all,
of the Book-Entry Notes represented by a Global
Security, the Trustee will exchange such Global
Security for two Global Securities, one of which
shall represent such Book-Entry Note or Notes and
shall be cancelled immediately after issuance and the
other of which shall represent the remaining
Book-Entry Notes previously represented by the
surrendered Global Security and shall bear the CUSIP
number of the surrendered Global Security.
If the purchase price for any Book-Entry Note is not
timely paid to the Participants with respect to such
Note by the beneficial purchaser thereof (or a
person, including an indirect participant in DTC,
acting on behalf of such purchaser), such
Participants and, in turn, the relevant Agent may
enter SDS deliver orders through DTC's Participant
Terminal System reversing the orders entered pursuant
to Settlement Procedures "F" and "G", respectively.
Thereafter, the Trustee will deliver the withdrawal
message and take the related actions described in the
preceding paragraph.
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Note, DTC may
take any actions in accordance with its SDS operating
procedures then in effect.
In the event of a failure to settle with respect to
one or more, but not all, of the Book-Entry Notes to
have been
<PAGE>
represented by a Global Security, the Trustee will
provide, in accordance with Settlement Procedures "D"
and "F", for the authentication and issuance of a
Global Security representing the Book-Entry Notes to
be represented by such Global Security and will make
appropriate entries in its records.
<PAGE>
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
The Trustee will serve as registrar in connection with the Certificated
Notes.
Issuance: Each Certificated Note will be dated and issued as of
the date of its authentication by the Trustee. Each
Certificated Note will bear an Original Issue Date,
which will be (I) with respect to an original
Certificated Note (or any portion thereof), its
original issuance date (which will be the settlement
date) and (ii) with respect to any Certificated Note
(or portion thereof) issued subsequently upon
transfer or exchange of a Certificated Note or in
lieu of a destroyed, lost or stolen Certificated
Note, the original issuance date of the predecessor
Certificated Note, regardless of the date of
authentication of such subsequently issued
Certificated Note.
Registration: Certificated Notes will be issued only in fully
registered form without coupons.
Transfers and
Exchanges: A Certificated Note may be presented for transfer or
exchange at the corporate trust office of the
Trustee. Certificated Notes will be exchangeable for
other Certificated Notes having identical terms but
different denominations without service charge.
Certificated Notes will not be exchangeable for
Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date from
nine months to 60 years from its date of issue.
Currency: The currency denomination with respect to any
Certificated Note and the payment of interest and the
repayment of principal with respect to any such
Certificated Note shall be as set forth therein and
in the applicable Pricing Supplement.
Denominations: The denomination of any Certificated Note will be a
minimum of 100,000 units of the Specified Currency or
an integral multiple of 1,000 units of such Specified
Currency in excess thereof.
<PAGE>
Interest: General. Interest on each Certificated Note will
accrue from the Original Issue Date of such Note for
the first interest period and from the most recent
date to which interest has been paid for all
subsequent interest periods. Each payment of interest
on a Certificated Note will include interest accrued
to but excluding the Interest Payment Date; provided
that in the case of Floating Rate Notes which reset
daily or weekly, interest payments will include
interest accrued to and including the Record Date
immediately preceding the Interest Payment Date,
except that at maturity or earlier redemption or
repayment, the interest payable will include interest
accrued to, but excluding, the Maturity Date or the
date of redemption or repayment, as the case may be.
Fixed Rate Certificated Notes. Unless otherwise
specified pursuant to Settlement Procedure "A" below,
interest payments on Fixed Rate Certificated Notes,
other than Amortizing Notes, will be made
semiannually on March 15 and September 15 of each
year (or, if so indicated in such Note, annually on
September 15 of each year) and at maturity or upon
any earlier redemption or repayment and Certified
Amortizing Notes will pay principal and interest
semiannually each March 15 and September 15, or
quarterly each March 15, June 15, September 15, and
December 15, and at maturity or upon any earlier
redemption or repayment; provided, however, that in
the case of Certificated Fixed Rate Notes issued
between a Record Date and an Interest Payment Date,
the first interest payment will be made on the
Interest Payment Date following the next succeeding
Record Date.
Floating Rate Certificated Notes. Interest payments
will be made on Floating Rate Certificated Notes
monthly, quarterly, semiannually or annually.
Interest will be payable, in the case of Floating
Rate Certificated Notes with a daily, weekly or
monthly Interest Reset Date, on the third Wednesday
of each month or on the third Wednesday of March,
June, September and December, as specified pursuant
to settlement procedure "A" below; in the case of
Notes
<PAGE>
with a quarterly interest Payment Reset Date, on the
third Wednesday of March, June, September and
December of each year; in the case of Notes with a
semi-annual Interest Reset Date, on the third
Wednesday of the two months specified pursuant to
Settlement Procedure "A" below; and in the case of
Notes with an annual Interest Reset Date, on the
third Wednesday of the month specified pursuant to
Settlement Procedure "A" below; provided, however,
that if an Interest Payment Date (other than at
maturity) for Floating Rate Certificated Notes would
otherwise be a day that is not a Business Day with
respect to such Floating Rate Certificated Notes,
such Interest Payment Date will be the next
succeeding Business Day with respect to such Floating
Rate Certificated Notes, except that in the case of a
LIBOR Note if such Business Day is in the next
succeeding calendar month, such Interest Payment Date
will be the immediately preceding Business Day; and
provided, further, that in the case of a Floating
Rate Certificated Note issued between a Record Date
and an Interest Payment Date, the first interest
payment will be made on the Interest Payment Date
following the next succeeding Record Date.
Calculation of Interest: Fixed Rate Certificated Notes. Interest on Fixed Rate
Certificated Notes (including interest for partial
periods) will be calculated on the basis of a year of
twelve thirty-day months.
Floating Rate Certificated Notes. Interest rates on
Floating Rate Certificated Notes will be determined
as set forth in the form of such Notes. Interest on
Floating Rate Certificated Notes will be calculated
on the basis of actual days elapsed and a year of 360
days except that in the case of Treasury Rate Notes
or CMT Rate Notes, interest will be calculated on the
basis of the actual number of days in the year.
Payments of
Principal and
Interest: The Trustee will pay the principal amount of each
Certificated Note at maturity or upon redemption or
<PAGE>
repayment upon presentation and surrender of such
Note to the Trustee. Such payment, together with
payment of interest due at maturity or upon
redemption or repayment of such Note, will be made in
funds available for immediate use by the Trustee and
in turn by the holder of such Note. Certificated
Notes presented for payment to the Trustee at
maturity or upon redemption or repayment will be
cancelled by the Trustee and delivered to the Company
with a certificate of cancellation. All interest
payments on a Certificated Note (other than interest
due at maturity or upon redemption or repayment) will
be made by check drawn on the Trustee (or another
person appointed by the Trustee) and mailed by the
Trustee to the person entitled thereto as provided in
such Note and the Indenture; provided, however, that
the holder of $5,000,000 or more of Notes having the
same Interest Payment Date will be entitled to
receive payment by wire transfer of immediately
available funds. Following each Record Date, the
Trustee will furnish the Company with a list of
interest payments to be made on the following
Interest Payment Date for each Certificated Note and
in total for all Certificated Notes. Interest at
maturity or upon redemption or repayment will be
payable to the person to whom the payment of
principal is payable. The Trustee will provide
monthly to the Company lists of principal and
interest, to the extent ascertainable, to be paid on
Certificated Notes maturing or to be redeemed in the
next month. The Trustee will be responsible for
withholding taxes on interest paid on Certificated
Notes as required by applicable law.
If any Interest Payment Date or the Maturity Date or
redemption or repayment date of a Fixed Rate
Certificated Note is not a Business Day, the payment
due on such day shall be made on the next succeeding
Business Day and no interest on such payment for the
period from and after such Interest Payment Date,
Maturity Date or redemption or repayment date, as the
case may be will be made. If any Interest Payment
Date for any Certificated Floating Rate Note would
fall on a day that is not a Business Day with respect
to such Note, such Interest Payment Date will be the
following
<PAGE>
day that is a Business Day with respect to such Note,
except that, in the case of a Certificated LIBOR
Note, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date shall be
the immediately preceding day that is a Business Day
with respect to such Certificated LIBOR Note. If the
Maturity Date, redemption or repayment date for any
Certificated Floating Rate Note would follow a day
that is not a Business Day with respect to such Note
the payment due on such Maturity Date, redemption or
repayment date shall be made on the next succeeding
Business Day and no interest on such payment for the
period from and after such Maturity Date, redemption
date or repayment date will be made.
Preparation of
Pricing Supplement: If any order to purchase a Certificated Note is
accepted by or on behalf of the Company, the Company
will prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such Note and
will arrange to file such Pricing Supplement with the
Commission in accordance with the applicable
paragraph of Rule 424 under the Act, will deliver a
copy of such Pricing Supplement to the relevant Agent
by the close of business on the following Business
Day. The relevant Agent will cause such Pricing
Supplement to be delivered to the purchaser of the
Note.
In each instance that a Pricing Supplement is
prepared, the Agents receiving such Pricing
Supplement will affix the Pricing Supplement to
Prospectuses prior to their use. Outdated Pricing
Supplements, and the Prospectuses to which they are
attached (other than those retained for files), will
be destroyed.
Settlement: The receipt by the Company of immediately available
funds in exchange for an authenticated Certificated
Note delivered to the relevant Agent and such Agent's
delivery of such Note against receipt of immediately
available funds shall constitute "settlement" with
respect to such Note. All offers accepted by the
Company will be settled on or before the fifth
Business
<PAGE>
Day next succeeding the date of acceptance pursuant
to the timetable for settlement set forth below,
unless the Company and the purchaser agree to
settlement on another date.
Settlement
Procedures: Settlement Procedures with regard to each
Certificated Note sold by the Company to or through
an Agent shall be as follows:
A. The relevant Agent will advise the Company by
telephone that such Note is a Certificated Note
and of the following settlement information:
1. Name in which such Note is to be registered
("Registered Owner").
2. Address of the Registered Owner and address
for payment of principal and interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Principal amount.
5. Maturity Date.
6. In the case of a Fixed Rate Certificated
Note, the Interest Rate, the applicability
of Annual Interest Payments and whether such
Note is an Amortizing Note and, if so, the
amortization schedule, or, in the case of a
Floating Rate Certificated Note, the Initial
Interest Rate (if known at such time),
Interest Payment Dates, Interest Payment
Period, Calculation Agent, Interest Rate
Basis, Index Maturity, Interest Reset
Period, Interest Reset Dates, Spread or
Spread Multiplier (if any), Minimum Interest
Rate (if any), Maximum Interest Rate (if
any), and the Alternate Rate Event Spread
(if any).
<PAGE>
7. Redemption or repayment provisions, if any.
8. Settlement date and time.
9. Price.
10. Agent's commission, if any, determined as
provided in the Agreement.
11. Denominations.
12. Specified Currency.
13. Whether the Note is an OID Note, and if it
is an OID Note, the total amount of OID, the
yield to maturity, the initial accrual
period OID and the applicability of Modified
Payment upon Acceleration (and, if so, the
Issue Price).
14. Whether the Note is an Indexed Note, and if
it is an Indexed Note, the Indexed Currency,
the Currency Base Rate and the Determination
Agent.
15. Whether the Note is a Dual Currency Note,
and if it is a Dual Currency Note, the Face
Amount Currency, the Optional Payment
Currency, the Designated Exchange Rate, the
Option Election Dates and the Option Value
Calculation Agent.
16. Any other applicable terms.
B. The Company will advise the Trustee by telephone
or electronic transmission (confirmed in writing
at any time on the sale date) of the information
set forth in Settlement Procedure "A" above.
C. The Company will have delivered to the Trustee a
pre-printed four ply packet for such Note, which
packet will contain the following documents in
forms that have been approved by the Company, the
relevant Agent and the Trustee:
<PAGE>
1. Note with customer confirmation.
2. Stub One - For the Trustee.
3. Stub Two - For the relevant Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Note and
authenticate such Note and deliver it (with the
confirmation) and Stubs One and Two to the
relevant Agent, and such Agent will acknowledge
receipt of the Note by stamping or otherwise
marking Stub One and returning it to the Trustee.
Such delivery will be made only against such
acknowledgment of receipt and evidence that
instructions have been given by such Agent for
payment to the U.S. dollar account of the
Company maintained at the Trustee, New York,
New York (or, with respect to Notes payable in a
Specified Currency other than U.S. dollars, to an
account maintained at a Trustee selected by the
Company notified to the relevant Agent from time
to time in writing,) in funds available for
immediate use, of an amount equal to the price of
such Note less such Agent's commission, if any.
In the event that the instructions given by such
Agent for payment to the account of the Company
are revoked, the Company will as promptly as
possible wire transfer to the account of such
Agent an amount of immediately available funds
equal to the amount of such payment made.
E. Unless the relevant Agent purchased such Note as
principal, such Agent will deliver such Note
(with confirmation) to the customer against
payment in immediately payable funds. Such Agent
will obtain the acknowledgment of receipt of such
Note by retaining Stub Two.
F. The Trustee will send Stub Three to the Company
<PAGE>
by first-class mail. Periodically, the Trustee
will also send to the Company a statement
setting forth the principal amount of the Notes
Outstanding as of that date under the Indenture
and setting forth a brief description of any
sales of which the Company has advised the
Trustee but which have not yet been settled.
Settlement
Procedures
Timetable: For sales by the Company of Certificated Notes to or
through an Agent, Settlement Procedures "A" through
"F" set forth above shall be completed on or before
the respective times (New York City time) set forth
below:
Settlement
Procedure Time
--------- ----
A. 2:00 P.M. on day before settlement date
B. 3:00 P.M. on day before settlement date
C-D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Failure to Settle: If a purchaser fails to accept delivery of and make
payment for any Certificated Note, the relevant Agent
will notify the Company and the Trustee by telephone
and return such Note to the Trustee. Upon receipt of
such notice, the Company will immediately wire
transfer to the account of such Agent an amount equal
to the amount previously credited thereto in respect
of such Note. Such wire transfer will be made on the
settlement date, if possible, and in any event not
later than the Business Day following the settlement
date. If the failure shall have occurred for any
reason other than a default by such Agent in the
performance of its obligations hereunder and under
the Distribution Agreement with the Company, then the
Company will reimburse such Agent or the Trustee, as
appropriate, on an equitable basis for its loss of
the use of the funds during the period when they were
credited to the account of the Company. Immediately
upon receipt of
<PAGE>
the Certificated Note in respect of which such
failure occurred, the Trustee will mark such Note
"cancelled," make appropriate entries in the
Trustee's records and send such Note to the Company.
<PAGE>
EXHIBIT D
GENERAL ELECTRIC CAPITAL CORPORATION
Global Medium-Term Notes, Series A
MASTER CALCULATION AGENT AGREEMENT
WHEREAS, General Electric Capital Corporation (the "Issuer") has
authorized the issuance of Global Medium-Term Notes, Series A (the "Notes"), due
from nine months to 60 years from the date of issue, which may bear interest at
either a fixed or variable rate; and
WHEREAS, the Notes will be offered on a continuous basis inside the United
States by the Issuer through certain agents named in the U.S. Distribution
Agreement referred to below relating to the Notes (the "Agents"); and
WHEREAS, the Notes are to be issued under a Third Amended and Restated
Indenture, dated as of February 27, 1997, as supplemented by the First
Supplemental Indenture dated as of May 3, 1999, between the Issuer and The Chase
Manhattan Bank, as successor trustee (the "Trustee") (as supplemented, the
"Indenture"); and
WHEREAS, the Notes are to be distributed pursuant to the terms of an
Amended and Restated U.S. Distribution Agreement, dated as of May 3, 1999 (the
"U.S. Distribution Agreement"), between the Issuer and the Agents.
NOW IT IS HEREBY AGREED that:
1. Appointment of Agent. The Issuer hereby appoints any Agent requested to
so act by the Issuer with respect to any Notes offered and sold by such Agent,
and such Agent hereby accepts such appointment, as the Issuer's agent for the
purpose of calculating the applicable interest rate (the "Interest Rate") as set
forth in the Prospectus dated April 28, 1999, the Prospectus Supplement dated
May 3, 1999 (together the "Prospectus"), and the Pricing Supplement relating to
the particular tranche of Notes, as applicable, upon the terms and subject to
the conditions hereinafter set forth (the "Calculation Agent").
2. Obligations of Calculation Agent. The Calculation Agent shall calculate
the Interest Rate in the manner and at the times provided in the Notes, the
<PAGE>
Prospectus and the applicable Pricing Supplement. The Calculation Agent shall
exercise due care to calculate such Interest Rate and shall promptly communicate
the same, in writing, to the Issuer, the Trustee and the Paying Agent. The
Calculation Agent shall, upon the request of any holder of any Note, provide
such Interest Rate as then in effect and, if determined, as it will become
effective as a result of calculations made on the most recent Interest
Determination Date with respect to such Note. The Calculation Agent's
determination of any interest rate will, absent manifest error, be binding on
the Issuer and the holders of the Notes.
3. Terms and Conditions. The Calculation Agent accepts its obligations set
forth herein, upon the terms and subject to the conditions hereof, including the
following, to all of which the Issuer agrees:
(a) The Issuer agrees to indemnify the Calculation Agent for, and to hold
it harmless against, any loss, liability or expense (including the costs and
expenses of defending against any claim of liability) incurred by the
Calculation Agent which arises out of or in connection with its acting as
Calculation Agent hereunder, except such as may result from the negligence,
willful misconduct or bad faith of the Calculation Agent or any of its officers
or employees. The Calculation Agent shall incur no liability and shall be
indemnified and held harmless by the Issuer for, or in respect of, any actions
taken, omitted to be taken or suffered to be taken in good faith by the
Calculation Agent in reliance upon (i) the written opinion of counsel or (ii)
written instructions from the Issuer.
(b) In acting under this Agreement and in connection with the Notes, the
Calculation Agent is acting solely as agent of the Issuer and does not assume
any obligation or relationship of agency or trust for or with any of the owners
or holders of the Notes.
(c) The Calculation Agent shall be protected and shall incur no liability
for or in respect of any action taken or omitted to be taken or anything
suffered by it in reliance upon any notice, direction, certificate, affidavit,
statement or other paper, documents of communication reasonably believed by it
to be genuine and to have been approved or signed by the proper party or
parties.
(d) The Calculation Agent and any of its affiliates, or any of their
respective officers, managing directors, employees and shareholders, may become
the owner of, or acquire an interest in, any Notes, with the same rights that it
or they would have if it were not the Calculation Agent, and may engage or be
interested in any financial or other transaction with the Issuer as freely as if
it were not the Calculation Agent.
(e) The Calculation Agent shall be obligated to perform such duties and
only such duties as are herein specifically set forth, and no implied duties or
<PAGE>
obligations shall be read into this Agreement against the Calculation Agent.
(f) Unless herein otherwise specifically provided, any order, certificate,
notice, request, direction or other communication from the Issuer made or given
by it under any provision of this Agreement shall be sufficient if signed by any
authorized representatives of the Issuer.
4. Resignation; Removal; Successor. (a) The Calculation Agent may at any
time resign as Calculation Agent by giving written notice to the Issuer of such
intention on its part, specifying the date on which its desired resignation
shall become effective; provided, however, that such date shall never be earlier
than 120 days after the receipt of such notice by the Issuer, unless the Issuer
agrees to accept less notice. The Calculation Agent may be removed at any time
by the filing with it of any instrument in writing signed by an authorized
officer of the Issuer and specifying such removal and the date when it is
intended to become effective. Such resignation or removal shall take effect upon
the date of the appointment by the Issuer, as hereinafter provided, of a
successor Calculation Agent and the acceptance of such appointment by such
successor Calculation Agent. A successor Calculation Agent shall be appointed by
the Issuer by an instrument in writing signed on behalf of the Issuer and filed
with the entity designated as the successor Calculation Agent. Upon the
appointment of a successor Calculation Agent and acceptance by it of such
appointment, the Calculation Agent so superseded shall cease to be such
Calculation Agent hereunder. Upon its resignation or removal, the Calculation
Agent shall be entitled to the reimbursement of all reasonable out-of-pocket
expenses (including reasonable counsel fees) incurred in connection with the
services rendered by it hereunder, in either case to the effective date of such
resignation or removal.
(b) Any successor Calculation Agent appointed hereunder shall execute and
deliver to its predecessor and to the Issuer an instrument accepting such
appointment hereunder, and thereupon such successor Calculation Agent, without
any further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such predecessor
with like effect as if originally named as such Calculation Agent hereunder, and
such predecessor, upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer and deliver, and such successor
Calculation Agent shall be entitled to receive, copies of any relevant records
maintained by such predecessor Calculation Agent.
(c) Any corporation into which the Calculation Agent may be merged, or any
corporation other than the Calculation Agent resulting from a merger or
consolidation to which the Calculation Agent shall be party, or any corporation
to which the Calculation Agent shall sell or otherwise transfer all or
substantially all of its assets and business shall, to the extent permitted by
applicable law, be the
<PAGE>
successor Calculation Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto. Notice
of any such merger, consolidation or sale shall forthwith be given to the Issuer
and the Paying Agent.
5. Notices. Any notice required to be given hereunder shall be delivered
in person, sent by letter or telecopy or communicated by telephone (subject, in
the case of communication by telephone, to confirmation dispatched within two
Business Days by letter or telecopy): (a) in the case of the Issuer, to 260 Long
Ridge Road, Stamford, Connecticut 06927 (Attention: Senior Vice President
Corporate Treasury and Global Funding Operation), Telephone No. 203-357-4000,
Fax No. 203-357-4975; (b) in the case of the Trustee and the Paying Agent, to
the Chase Manhattan Bank Corporate Trust and Securities Window, 55 Water Street
Room 234 North Building, New York, NY 10041 [insert telephone and fax numbers];
or, in any case, to any other address to which the party receiving notice shall
have notified the party giving such notice in writing. Any notice hereunder
given by telecopy or letter shall be deemed to be served when, in the ordinary
course of transmission or post, as the case may be, it would be received.
6. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
7. Terms. Terms used but not defined herein shall have the meanings
assigned to them in the applicable Prospectus Supplement.
<PAGE>
EXHIBIT E
GENERAL ELECTRIC CAPITAL CORPORATION
Executive Officer's Certificate
I, ____________________________, ____________________ of General Electric
Capital Corporation, a New York corporation, (the "Company"), DO HEREBY CERTIFY
pursuant to Section 5(b)of the Amended and Restated U.S. Distribution Agreement
dated as of May 3, 1999, among the Company and the Agents named therein,
relating to the Global Medium Term Notes, Series A and the related Terms
Agreement dated as of [ ] between the Company and [Name of Agent] that:
No stop order suspending the effectiveness of the Registration
Statement is in effect, and, to the best of my knowledge, no
proceedings for such purpose are pending before or threatened by the
Securities and Exchange Commission; and there has been no material
adverse change in the condition of the Company and its subsidiaries,
taken as a whole, from that set forth in the Registration Statement,
the Prospectus, the Prospectus Supplement and the Pricing
Supplement.
Capitalized terms used in this certificate have the meanings
ascribed to them in the Amended and Restated U.S. Distribution
Agreement referred to above.
IN WITNESS WHEREOF, I have signed this certificate as of this __ day of [
], 1999.
________________________________
[NAME]
[TITLE]
GENERAL ELECTRIC CAPITAL CORPORATION
and
THE CHASE MANHATTAN BANK
as Trustee
------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 3, 1999
(Supplemental to Third Amended and Restated Indenture
dated as of February 27, 1997)
------------
<PAGE>
FIRST SUPPLEMENTAL INDENTURE dated as of May 3, 1999 between GENERAL
ELECTRIC CAPITAL CORPORATION, a corporation duly organized and existing under
the laws of the State of New York (the "Company") and THE CHASE MANHATTAN BANK,
a bank duly organized and existing under the laws of the State of New York, as
trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
a Third Amended and Restated Indenture dated as of February 27, 1997 between the
Company and the Trustee (the "Indenture"), providing for the issuance by the
Company from time to time of its unsecured notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in or
pursuant to one or more resolutions of the Board of Directors of the Company;
and
WHEREAS, the Indenture incorporates by reference Articles One through
Fourteen of the General Electric Capital Corporation Third Amended and Restated
Standard Global Multiple-Series Indenture Provisions dated as of February 27,
1997 (the "Standard Global Provisions"); and
WHEREAS, Sections 10.01(d) and (e) of the Indenture provide that the
Company and the Trustee may enter into a supplemental indenture without the
consent of the holders of the Securities in order to establish the form or forms
or terms of Securities of any series or of the coupons appertaining to such
Securities pursuant to Section 2.01 and Section 2.02 of the Indenture and to
make such other provisions in regard to matters or questions arising under the
Indenture which shall not adversely affect the interests of the holders of any
Outstanding Securities or Coupons; and
WHEREAS, all acts and things necessary to make this First Supplemental
Indenture a valid agreement of the Company according to its terms, have been
done and performed, and the execution and delivery of this First Supplemental
Indenture have in all respects been duly authorized.
NOW, THEREFORE, WITNESSETH:
That in order to declare certain terms pertaining to the Securities issued
after the date hereof and in consideration of the premises herein contained, the
Company and the Trustee hereby agree:
Section 1. For all purposes of this First Supplemental Indenture, except
as otherwise expressly provided or unless the context otherwise requires, all
capitalized terms used and not defined herein that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
Section 2. Section 2.03 is amended by amending the second sentence thereof
to read as follows:
Except as otherwise provided in this Article Two, the Trustee shall
thereupon authenticate and deliver, or cause to be authenticated and delivered,
said Securities to or for the account of the Company, upon the written order of
the Company, signed by its Chief Executive Officer, President, Chairman or any
Vice Chairman of the Board or one of its Vice Presidents (including Executive
and Senior Vice Presidents) and by its Senior Vice President-Corporate Treasury
and Global Funding Operations or its Controller, or pursuant to such procedures
acceptable to the Trustee and to such recipients as may be specified from time
to time in such written order. If provided for in such procedures, such written
order may authorize authentication and delivery pursuant to electronic
instructions from the Company or its duly authorized agent or agents.
Section 3. Section 2.03 is amended by adding the following language to the
end of subclause (4)(b) thereof:
"provided, that, in connection with the authentication of Securities of a
series that are part of a medium-term note program, such Opinion of Counsel may,
in the alternative, state that certain terms of the Securities have been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.02 in conformity with the
provisions of this Third Amended and Restated Indenture, and when such other
terms as are to be established pursuant to procedures set forth in the written
order relating to Securities of such series shall have been so established, all
such terms will have been duly established in conformity with the provisions of
this Third Amended and Restated Indenture"
Section 4. Section 2.03 is amended by added the following provision to the
end of the first paragraph thereof:
"; provided, that, in connection with the authentication of Securities of
a series that are part of a medium-term note program, the Trustee shall be
entitled to receive the documents referred to in clauses (1), (2), (3) and (4)
above only at or before the time of the first request of the Company to the
Trustee to authenticate Securities of such series and the Trustee shall be
protected in relying on such documents in authenticating Securities of such
series until such documents are superceded or revoked."
Section 5. Article Two of the Indenture is amended and supplemented by
adding the following Section 2.11:
Section 3.11. Reopening of Tranches. All Securities included in
<PAGE>
any one Tranche need not be issued by the Company at the same time. Unless
otherwise provided, a Tranche may be reopened for issuances of additional
Securities in such Tranche upon written order of the Company in accordance with
Section 2.03 of this Third Amended and Restated Indenture with respect to such
additional Securities.
Section 6. This First Supplemental Indenture shall form a part of the
Indenture for all purposes and every holder of Securities hereafter
authenticated and delivered under the Indenture shall be bound hereby. The
Indenture as supplemented by this First Supplemental Indenture is hereby in all
respects ratified and confirmed.
Section 7. The recitals contained herein shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
same or for the validity or sufficiency of this First Supplemental Indenture.
Section 8. This First Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.
Section 9. This First Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
<PAGE>
THE CHASE MANHATTAN BANK hereby accepts the trusts in this First
Supplemental Indenture declared and provided, upon the terms and conditions
hereinabove set forth.
IN WITNESS WHEREOF, GENERAL ELECTRIC CAPITAL CORPORATION has caused
this First Supplemental Indenture to be signed and acknowledged by its [Senior
Vice President-Corporate Treasury and Global Funding Operation] and its
corporate seal to be affixed hereunto, and the same to be attested by its
[Secretary or one of its Assistant Secretaries], and THE CHASE MANHATTAN BANK
has caused this First Supplemental Indenture to be signed and acknowledged by
one of its [Vice Presidents] and its corporate seal to be affixed hereunto, and
the same to be attested by one of its [Trust Officers], as of the day and year
first written above.
[CORPORATE SEAL] GENERAL ELECTRIC CAPITAL CORPORATION
By _________________________________
Name:
Title:
Attest:
_______________________
Title:
[CORPORATE SEAL] THE CHASE MANHATTAN BANK
By _________________________________
Name:
Title:
Attest:
_______________________
Title:
<PAGE>
STATE OF CONNECTICUT )
: ss.:
COUNTY OF FAIRFIELD )
On the __day of ________, 1999, before me personally came _________,
to me known, who, being by me duly sworn, did depose and say that s/he resides
at ____________; that s/he is [Senior Vice President - Corporate Treasury and
Global Funding Operation] of GENERAL ELECTRIC CAPITAL CORPORATION, one of the
corporations described in and which executed the above instrument; that s/he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that s/he signed his/her name
thereto by like authority.
[NOTARIAL SEAL]
____________________________
Notary Public
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __day of ________, 1999, before me personally came
__________, to me known, who, being by me duly sworn, did depose and say that
s/he resides at ______________; that s/he is a [Vice President] of THE CHASE
MANHATTAN BANK, one of the entities described in and which executed the above
instrument; that s/he knows the corporate seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation; and that s/he signed
his/her name thereto by like authority.
[NOTARIAL SEAL]
____________________________
Notary Public
Exhibit 4(f)
[FORM OF FACE OF SERIES A MTN FIXED RATE REGISTERED NOTE]
U.S. Fixed Rate Note
REGISTERED REGISTERED
No. USFXR [ ](1)
CUSIP: _____(2) [ ](3)
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
IF APPLICABLE, THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD TO
MATURITY", AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY WHERE
THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO SUCH SHORT
ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF OID
UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED ON
THE REVERSE HEREOF.
- --------
(1) Insert Principal Amount.
(2) Applies only if this Note is a Registered Global Security.
(3) Insert Optional Payment Amount if the Note has a dual currency feature.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INITIAL REDEMPTION APPLICABILITY OF
DATE: MODIFIED PAYMENT UPON
MATURITY DATE: ACCELERATION OR
INITIAL REDEMPTION REDEMPTION:
INTEREST RATE: PERCENTAGE:
If yes, state Issue
Price:
INTEREST PAYMENT OPTION ELECTION DATES:(4)
DATE(S): APPLICABILITY OF
DESIGNATED EXCHANGE ANNUAL REDEMPTION
SPECIFIED (FACE DATE:(4) PERCENTAGE INCREASE:
AMOUNT)(4),(5)
CURRENCY: AMOUNT OF OID: If yes, state each
redemption date and
redemption price:
INDEXED CURRENCY:(5) INTEREST PAYMENT
PERIOD: INITIAL ACCRUAL PERIOD
CURRENCY BASE RATE:(5) OID (computed under the
APPLICABILITY OF Approximate method):
OPTIONAL REPAYMENT ANNUAL REDEMPTION
DATES: PERCENTAGE REDUCTION: DETERMINATION AGENT:(5)
INTEREST ACCRUAL DATE: If yes, state Annual Percentage YIELD TO MATURITY:
Reduction:
OPTIONAL PAYMENT DAY COUNT CONVENTION
CURRENCY:(4) OPTION VALUE |_|30/360
CALCULATION AGENT:(4) |_|Actual/360
|_|Actual/365
|_|Actual/Actual
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to Cede & Co., or registered assignees, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) of on the
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Maturity Date) and to pay interest thereon at the Interest Rate per annum
specified above from the Original Issue Date specified above until the principal
hereof is paid or duly made available for payment (except as provided below), in
arrears monthly, quarterly, semiannually, or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Original
Issue Date specified above, and on the Maturity Date (or any redemption or
repayment date); provided, however, that if the Original Issue Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date to the registered holder of this Note on
the
- --------
(4) If Note has dual-currency feature.
(5) If Note has index feature.
<PAGE>
Record Date with respect to such second Interest Payment Date.
[With respect to any dual-currency Notes, the Company may elect on each
Option Election Date specified above (each such date herein being called an
"Option Election Date") to pay the amounts due on this Note on the succeeding
Interest Payment Date or Maturity Date, as the case may be, in the Optional
Payment Currency specified above (the "Optional Payment Currency") instead of in
the Face Amount Currency. The amounts due in the Optional Payment Currency on
any Interest Payment Date or at the Maturity Date, as the case may be, shall be
determined by the Company using the Designated Exchange Rate specified above
(the "Designated Exchange Rate"). If such election is made, the Company shall
notify the Paying Agent, as defined below, of the election on the Option
Election Date and notice of such election shall be mailed to the registered
holder of this Note by first class mail, postage prepaid, at the address of such
holder as that address appears upon the books of the Company within two Business
Days (this and certain other capitalized terms used herein are defined on the
reverse of this Note) of the Option Election Date and shall state (i) the
Interest Payment Date and (ii) the exchange rate to be used to convert amounts
from the Face Amount Currency to the Optional Payment Currency, which rate shall
be the Designated Exchange Rate. Any such notice by the Company to the
registered holder of this Note, once given, may not be withdrawn. If the Company
elects on any Option Election Date to pay the amounts due on each succeeding
Interest Payment Date or at the Maturity Date, as the case may be, in the
Optional Payment Currency, then it shall pay all such amounts (including
principal) due with respect to this Note in the Optional Payment Currency on
each succeeding Interest Payment Date or at the Maturity Date, as the case may
be. If the Company does not elect on an Option Election Date to pay the amount
due on the succeeding Interest Payment Date or at the Maturity Date, as the case
may be, in the Optional Payment Currency, then such payment shall be made in the
Face Amount Currency and no notice of such payment need be given.](6)
Payment of the principal of this Note, any premium and the interest due at
the Maturity Date (or any redemption or repayment date) will be made in
immediately available funds upon surrender of this Note at the office or agency
of such paying agent as the Company may determine maintained for that purpose in
the Borough of Manhattan, The City of New York (a "Paying Agent"), or at the
office or agency of such other Paying Agent as the Company may determine.
Interest on this Note will accrue initially from the Original Issue Date
and thereafter will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for and thereafter will accrue until the
principal hereof has been paid or duly made available for payment (except as
provided below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, will, subject to certain exceptions described
herein, be paid to the person in whose name this Note (or one or more
predecessor Note) is registered at the close of business on the date 15 days
prior to an Interest Payment Date (whether or not a Business Day) (each such
date a "Record Date"); provided, however, that interest payable on the Maturity
Date (or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.
If the Specified Currency indicated on the face hereof is other than U.S.
dollars, any payment on this Note on an Interest Payment Date or the Maturity
Date (or any redemption or repayment date) will be made in U.S. dollars, as
provided below, unless the holder hereof elects by written request (which
request
- --------
(6) Use if Note has dual-currency feature.
<PAGE>
shall also include appropriate wire transfer instructions) to the Paying Agent
at its corporate trust office in The City of New York received on or prior to
the Record Date relating to an Interest Payment Date or at least 10 days prior
to the Maturity Date (or any redemption or repayment date), as the case may be,
to receive such payment in such Specified Currency except as provided on the
reverse hereof; provided, that any U.S. dollar amount to be received by a holder
of this Note will be based on the highest bid quotation in New York City
received by the Exchange Rate Agent, as defined on the reverse hereof, at
approximately 11:00 A.M., New York City time, on the second Business Day (this
and certain other capitalized terms used herein are defined on the reverse of
this Note) preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the purchase
by the quoting dealer of such Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of such Specified Currency payable
to all holders of Notes having the same terms as this Note (including Original
Issue Date) scheduled to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract; provided, further, that if such
bid quotations are not available, such payments shall be made in U.S. Dollars.
All currency exchange costs will be borne by the holder of this Note by
deductions from such payments. The holder hereof may elect to receive payment in
such Specified Currency for all such payments and need not file a separate
election for each such payment, and such election shall remain in effect until
revoked by written notice to the Paying Agent at its corporate trust office in
The City of New York received on a date prior to the Record Date for the
relevant Interest Payment Date or at least 10 days prior to the Maturity Date
(or any redemption or repayment date), as the case may be; provided, however,
that such election is irrevocable as to the next succeeding payment to which it
relates; if such election is made as to full payment on this Note, such election
may thereafter be revoked so long as the Paying Agent is notified of the
revocation within the time period set forth above.
If the Specified Currency indicated on the face hereof is U.S. dollars,
payment of the principal of and premium, if any, and interest on this Note will
be made in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payments of interest, other than interest due at maturity (or any redemption or
repayment date) will be made by United States dollar check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register. A holder of U.S.$5,000,000 or more in aggregate principal amount of
Notes having the same Interest Payment Date will be entitled to receive payments
of interest, other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds to an account
maintained by the holder of this Note if appropriate wire transfer instructions
in writing have been received by the Paying Agent not less than 10 days prior to
the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee, as defined on the reverse hereof, by manual signature, this Note shall
not be entitled to any benefit under the Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL CORPORATION
[SEAL] By: ________________________________
Title:
Attest:
By: ___________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Tranche designated therein described
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
<PAGE>
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series A, having maturities from nine months to 60 years from the date of issue
(the "Notes") of the Company. The Notes are issuable under a Third Amended and
Restated Indenture, dated as of February 27, 1997 between the Company and The
Chase Manhattan Bank, as supplemented by the First Supplemental Indenture dated
as of May 3, 1999, (such indenture as amended and as supplemented to the date
hereof being referred to herein as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Company,
the Trustee and the holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Chase Manhattan Bank has been
appointed Exchange Rate Agent (the "Exchange Rate Agent", which terms include
any successor or exchange rate agent with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the registrar and as a Paying Agent with respect to the Notes. The
terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"). If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Initial Redemption Percentage together with interest
thereon payable to the Redemption Date, on notice given to the holder of this
Note not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the holder of this Note upon the
surrender hereof. The Initial Redemption Percentage may be increased or
decreased, as the case may be, as indicated on the face hereof under
"Applicability of Annual Redemption Percentage Increase" or "Applicability of
Annual Redemption Reductions". [If this Note is subject to "Modified Payment
upon Acceleration or Redemption" the redemption price of this Note shall be
limited to the Amortized Amount.]
Unless otherwise indicated on the face of this Note, this Note shall not
be subject to repayment at the option of the holder prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be subject to repayment
at the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Paying Agent in the Borough of Manhattan, The City of New York, at
least 30 days but not more than 60 days prior to the repayment, (i) this Note
with the form entitled "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, facsimile transmission or a letter from a member
of a national securities exchange or a member of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in
the United States which must set forth the name of the
<PAGE>
holder of the Note, the principal amount of this Note, the principal amount of
this Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note to be repaid, together with the
duly completed form entitled "Option to Elect Repayment" on the reverse hereof,
will be received by the Paying Agent not later than the fifth Business Day after
the date of such telegram, facsimile transmission or letter; provided, however,
that such telegram, facsimile transmission or letter from a member of a national
securities exchange or a member of the NASD, or a commercial bank or trust
company in the United States shall only be effective if in such case, this Note
and form duly completed are received by the Company by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the holder
hereof upon cancellation hereof, but only in an authorized denomination.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier redemption
or repayment date), as the case may be. Unless otherwise indicated on the face
of this Note, interest payments for this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months. For Notes denominated in Euro,
the face of this Note may indicate that interest will be computed and paid on
the basis of (i) the actual number of days in the Interest Payment Period
divided by the actual number of days in the year or (ii) the actual number of
days in the Interest Payment Period divided by 365.
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
100,000 units of the Specified Currency indicated on the face hereof or any
integral multiple of 1,000 units of such Specified Currency in excess thereof.
The Chase Manhattan Bank has been appointed registrar for the Notes (the
"Registrar", which term includes any successor registrar appointed by the
Company), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes. This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
approved by the Registrar and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions for an equal
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
required to register the transfer of or exchange any Note that has been called
for redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes.
<PAGE>
Notes are exchangeable at said office for other Notes of other authorized
denominations of equal aggregate principal amount having identical terms and
provisions. All such exchanges and transfers of Notes will be free of charge,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
approved by the Registrar and executed by the registered holder in person or by
the holder's attorney duly authorized in writing. The date of registration of
any Note delivered upon any exchange or transfer of Notes shall be such that no
gain or loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Registrar, a new Note of like tenor will be
issued by the Company in exchange for the Note so mutilated or defaced, or in
lieu of the Note so destroyed or lost or stolen, but, in the case of any
destroyed or lost or stolen Note only upon receipt of evidence satisfactory to
the Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Indenture provides that if an Event of Default (as defined in the
Indenture) with respect to any series of debt securities issued under the
Indenture, including the series of Global Medium-Term Notes, Series A, of which
this Note forms a part, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of such series then outstanding under the Indenture, by notice in
writing to the Company (and to the Trustee if given by securityholders of such
series), may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal (or premium, if any) or
interest on such debt securities) by the holders of a majority in principal
amount of the debt securities of such series then outstanding.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of security holders taken pursuant to
the Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated as
set forth in clause (i) above.
The Indenture permits the Company, when authorized by resolution of the
Board of Directors, and the Trustee, with the consent of the holders of not less
than 66-2/3% in aggregate principal amount of the notes of each series (each
series voting as a class) affected by such supplemental indenture at the time
outstanding, including the series of Global Medium-Term Series A, of which this
Note forms a part, to 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 the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the notes
of each such series or the coupons appertaining to such notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any note, or reduce the rate or extend the time of payment of interest, if
any, thereon,
<PAGE>
or reduce the principal amount or premium, if any, thereof, or make the
principal thereof or premium, if any, or interest, if any, thereon payable in
any coin or currency other than that provided in any note, or reduce the amount
of the principal of an Original Issue Discount note that would be due and
payable upon an acceleration of the maturity thereof or adversely affect the
right of repayment, if any, at the option of the holder without the consent of
the holder of each note so affected, or (ii) reduce the aforesaid percentage of
notes of any series, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each note so
affected. A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of notes, or which modifies the
rights of the holders of notes of such series or of coupons appertaining to such
notes with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the holders of notes of any other
series or of coupons appertaining to such notes.
Except as set forth below, if the principal of, or premium, if any, or
interest, if any, on this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing, or authority sponsoring, such Specified
Currency or for the settlement of transactions by public institutions within the
international banking community, then the Company will be entitled to satisfy
its obligations to the holder of this Note by making such payments in U.S.
dollars on the basis of the most recently available market exchange rate for
such Specified Currency, as determined by the Exchange Rate Agent on the date of
such payment, or if such rate is not available on such date, as of the most
recent practicable date. If a Specified Currency is unavailable solely because
the country of issue has replaced its currency with Euro or other currency of
the European Union pursuant to the Treaty establishing the European Communities,
the amounts payable will, beginning with the date the replacement becomes
effective, be made in Euro or such other currency. The amounts payable on any
date will be converted into Euro or such other currency on the basis of the most
recently available market exchange rate for such currency, as determined by the
Exchange Rate Agent on the date of such payment, or if such rate is not
available on such date, as of the most recent practicable date.
If any payment is required to be made in Euro and Euro are unavailable due
to the imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary System, then
all payments will be made in U.S. dollars until Euro are again available or so
used. The amount of each payment in U.S. dollars will be computed on the basis
of the equivalent of Euro in U.S. dollars, determined on the basis of the most
recently available market exchange rate for Euro as determined by the Exchange
Rate Agent on the date of such payment, or if such rate is not available on such
date, as of the most recent practicable date. Any payment made under such
circumstances in U.S. dollars or Euro, as the case may be, where the required
payment is in a Specified Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default.
So long as this Note shall be outstanding, the Company will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Company may designate other agencies for the payment of said principal,
premium, if any, and interest at such place or places (subject to applicable
laws and regulations) as the Company may decide. So long as there shall be any
such agency, the Company shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Trustee or any
Paying Agent for the payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of
<PAGE>
two years after such principal, interest or premium shall have become due and
payable (whether at maturity or upon call for redemption or otherwise), such
moneys shall be so repaid to the Company. Upon such repayment all liability of
the Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Company may
have to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.
No provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein and in the Indenture prescribed unless
otherwise agreed between the Company and the registered holder of this Note.
The Company or any agent of the Company, the Registrar or the Trustee may
treat the holder in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company, the
Registrar, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on, this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, 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, all such liability
being, by the acceptance hereof and as part of the consideration for the issuer
hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is equal to the original issue discount
amortized from the Original Issue Date to the date of redemption or declaration,
as the case may be, which amortization shall be calculated using the "constant
yield method" (computed in accordance with the rules under the Internal Revenue
Code of 1986, as amended, and the regulations thereunder, in effect on the date
of redemption or declaration, as the case may be);
(b) the term "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to Notes denominated in
a foreign currency, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center of the country issuing the Specified Currency (or, if
the Specified Currency is Euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open);
(c) the term "Principal Financial Center" means (i) the capital city of
the country issuing the currency in which the Notes are denominated that with
respect to the following currencies, the "Principal Financial Center" will be as
indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
<PAGE>
Australian dollars Sydney and, if Australian dollars is
the currency in which the Notes are
denominated, Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
(d) the term "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.
(e) all other terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants in the entireties
JT TEN-as joint tenants with right of ownership and not as tenants
in common
UNIF GIFT MIN ACT- Custodian
----------------------------------
(Cust)
(Minor)
-----------------------------------
Under Uniform Gifts to Minors Act (State)
Additional abbreviations may also be used
though not in the above list.
------------------
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING
ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing such
person attorney to transfer such Note on the books
of the Company, with full power of substitution in
the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within Note in every particular
without alteration or enlargement or any
change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at (Please print or typewrite name and
address of the undersigned)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid: ___________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be issued
to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):
Date:
NOTICE: The signature on this Option to Elect Repayment must correspond
with the name as written upon the face of the within instrument in
every particular without alteration or enlargement.
Exhibit 4(g)
[FORM OF SERIES A FLOATING RATE REGISTERED NOTE]
U.S. Floating Rate Note
REGISTERED REGISTERED
No. USFLR [ ](1)
CUSIP: _____(2) [ ](3)
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
IF APPLICABLE, THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD TO
MATURITY", AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY WHERE
THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO SUCH SHORT
ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF OID
UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED ON
THE REVERSE HEREOF.
- --------
(1) Insert Principal Amount.
(2) Applies only if this Note is a Registered Global Security.
(3) Insert Optional Payment Amount if the Note has a dual-currency feature.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
<TABLE>
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL INTEREST SPREAD (PLUS OR INITIAL REDEMPTION
DATE: MINUS): DATE:
MATURITY DATE:
INTEREST ACCRUAL ALTERNATE RATE INITIAL REDEMPTION
SPECIFIED (FACE DATE: EVENT SPREAD: PERCENTAGE:
AMOUNT)(4),(5)
CURRENCY: MAXIMUM INTEREST SPREAD MULTIPLIER: OPTIONAL
RATE: REPAYMENT DATE(S):
INTEREST RATE BASIS: INTEREST PAYMENT
MINIMUM INTEREST PERIOD: YIELD TO MATURITY:
APPLICABILITY OF RATE:
ANNUAL REDEMPTION INTEREST RESET AMOUNT OF OID:
PERCENTAGE INDEX MATURITY: PERIOD:
INCREASE: INITIAL ACCRUAL
OPTION ELECTION(4) INTEREST RESET PERIOD OID:
If yes, state each DATES: DATES: (compound under the
redemption date and Approximate method)
redemption price: OPTIONAL(4) PAYMENT APPLICABILITY OF
CURRENCY: MODIFIED PAYMENT DESIGNATED CMT
APPLICABILITY OF UPON TELERATE PAGE:
ANNUAL REDEMPTION DESIGNATED(4) ACCELERATION OR
REDUCTION: EXCHANGE RATE: REDEMPTION:
If yes, state Annual OPTION VALUE(4) If yes, state Issue Price:
Percentage Reduction: CALCULATION
AGENT: INDEXED
CURRENCY:(5)
CURRENCY BASE(5)
RATE:
DETERMINATION(5)
AGENT:
</TABLE>
- --------
(4) If Note has dual currency feature.
(5) If Note has index feature.
<PAGE>
Calculation Agent: IF INTEREST RATE BASIS IS LIBOR:
DESIGNATED LIBOR CURRENCY:____________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: ____________
[ ] Telerate Page: ___________
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to Cede & Co., or registered assignees, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) of ___________ on
the Maturity Date specified above (except to the extent redeemed or repaid prior
to the Maturity Date) and to pay interest thereon from the Original Issue Date
specified above at a rate per annum equal to the Initial Interest Rate specified
above until the first Interest Reset Date next succeeding the Original Issue
Date specified above, and thereafter at a rate per annum determined in
accordance with the provisions specified on the reverse hereof until the
principal hereof is paid or duly made available for payment (except as provided
below). The Company will pay interest in arrears monthly, quarterly,
semiannually, or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date (or any redemption or repayment date); provided,
however, that if the Original Issue Date occurs between a Record Date, as
defined below, and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date succeeding the Original Issue
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; and provided, further, that if an Interest
Payment Date (other than maturity) would fall on a day that is not a Business
Day (this and certain other capitalized terms used herein are defined on the
reverse of this Note), such Interest Payment Date shall be the following day
that is a Business Day, except that if the Interest Rate Basis specified above
is LIBOR and such next Business Day falls in the next calendar month, the
Interest Payment Date shall be the immediately preceding day that is a Business
Day.
[With respect to any dual-currency Notes, the Company may elect on each
Option Election Date specified above (each such date herein being called an
"Option Election Date") to pay the amounts due on this Note on the succeeding
Interest Payment Date or Maturity Date, as the case may be, in the Optional
Payment Currency specified above (the "Optional Payment Currency") instead of in
the Face Amount Currency. The amounts due in the Optional Payment Currency on
any Interest Payment Date or at the Maturity Date, as the case may be, shall be
determined by the Company using
<PAGE>
the Designated Exchange Rate specified above (the "Designated Exchange Rate").
If such election is made, the Company shall notify the Paying Agent, as defined
below, of the election on the Option Election Date and notice of such election
shall be mailed to the registered holder of this Note by first class mail,
postage prepaid, at the address of such holder as that address appears upon the
books of the Company within two Business Days (this and certain other
capitalized terms used herein are defined on the reverse of this Note) of the
Option Election Date and shall state (i) the Interest Payment Date and (ii) the
exchange rate to be used to convert amounts from the Face Amount Currency to the
Optional Payment Currency, which rate shall be the Designated Exchange Rate. Any
such notice by the Company to the registered holder of this Note, once given,
may not be withdrawn. If the Company elects on any Option Election Date to pay
the amounts due on each succeeding Interest Payment Date or at the Maturity
Date, as the case may be, in the Optional Payment Currency, then it shall pay
all such amounts (including principal) due with respect to this Note in the
Optional Payment Currency on each succeeding Interest Payment Date or at the
Maturity Date, as the case may be. If the Company does not elect on an Option
Election Date to pay the amount due on the succeeding Interest Payment Date or
at the Maturity Date, as the case may be, in the Optional Payment Currency, then
such payment shall be made in the Face Amount Currency and no notice of such
payment need be given.](6)
Payment of the principal of this Note, any premium and the interest due at
the Maturity Date (or any redemption or repayment date) will be made in
immediately available funds upon surrender of this Note at the office or agency
of such paying agent as the Company may determine maintained for that purpose in
the Borough of Manhattan, The City of New York (a "Paying Agent"), or at the
office or agency of such other Paying Agent as the Company may determine.
Interest on this Note will accrue initially from the Original Issue Date
and thereafter will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for and such interest thereafter will
accrue until the principal hereof has been paid or duly made available for
payment (except as provided below). The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date, will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Note) is registered at the close of business on the date
15 days prior to an Interest Payment Date (whether or not a Business Day) (each
such date a "Record Date"); provided, however, that interest payable on the
Maturity Date (or any redemption or repayment date) will be payable to the
person to whom the principal hereof shall be payable.
If the Specified Currency indicated on the face hereof is other than U.S.
dollars, any payment on this Note on an Interest Payment Date or the Maturity
Date (or any redemption or repayment date) will be made in U.S. dollars, as
provided below, unless the holder hereof elects by written request (which
request shall also include appropriate wire transfer instructions) to the Paying
Agent at its corporate trust office in The City of New York received on or prior
to the Record Date relating to an Interest Payment Date or at least 10 days
prior to the Maturity Date (or any redemption or repayment date), as the case
may be, to receive such payment in such Specified Currency except as provided on
the reverse hereof; provided, that any U.S. dollar amount to be received by a
holder of this Note will be based on the highest bid quotation in New York City
received by the Exchange Rate Agent, as defined on the reverse hereof, at
approximately 11:00 A.M., New York City time, on the second Business Day (this
and certain other capitalized terms used herein are defined on the reverse of
this Note) preceding the applicable payment date from three recognized
- --------
(6) Use if Note has dual-currency feature.
<PAGE>
foreign exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of such Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of such Specified
Currency payable to all holders of Notes having the same terms as this Note
(including Original Issue Date) scheduled to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract; provided, further,
that if such bid quotations are not available, such payments shall be made in
U.S. Dollars. All currency exchange costs will be borne by the holder of this
Note by deductions from such payments. The holder hereof may elect to receive
payment in such Specified Currency for all such payments and need not file a
separate election for each such payment, and such election shall remain in
effect until revoked by written notice to the Paying Agent at its corporate
trust office in The City of New York received on a date prior to the Record Date
for the relevant Interest Payment Date or at least 10 days prior to the Maturity
Date (or any redemption or repayment date), as the case may be; provided,
however, that such election is irrevocable as to the next succeeding payment to
which it relates; if such election is made as to full payment on this Note, such
election may thereafter be revoked so long as the Paying Agent is notified of
the revocation within the time period set forth above.
If the Specified Currency indicated on the face hereof is U.S. dollars,
payment of the principal of and premium, if any, and interest on this Note will
be made in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payments of interest, other than interest due at maturity (or any redemption or
repayment date) will be made by United States dollar check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register. A holder of U.S.$5,000,000 or more in aggregate principal amount of
Notes having the same Interest Payment Date will be entitled to receive payments
of interest, other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds to an account
maintained by the holder of this Note if appropriate wire transfer instructions
in writing have been received by the Paying Agent not less than 10 days prior to
the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee, as defined on the reverse hereof, by manual signature, this Note shall
not be entitled to any benefit under the Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL CORPORATION
[SEAL] By: _______________________________
Title:
Attest:
By: _____________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Tranche designated therein described
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: _____________________________
Authorized Officer
<PAGE>
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series A, having maturities from nine months to 60 years from the date of issue
(the "Notes") of the Company. The Notes are issuable under a Third Amended and
Restated Indenture, dated as of February 27, 1997 between the Company and The
Chase Manhattan Bank as amended by the First Supplemental Indenture dated as of
May 3, 1999 (such indenture as amended and supplemented to the date hereof being
referred to herein as the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities of the Company, the Trustee
and the holders of the Notes and the terms upon which the Notes are, and are to
be, authenticated and delivered. The Chase Manhattan Bank has been appointed
Exchange Rate Agent (the "Exchange Rate Agent", which term includes any
successor, Exchange Rate Agent) with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the registrar and as a Paying Agent with respect to the Notes. The
Calculation Agent will be appointed pursuant to the applicable pricing
supplement. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Indenture. To the extent not inconsistent herewith, the terms of
the Indenture are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date". If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Initial Redemption Percentage together with interest
thereon payable to the Redemption Date, on notice given to the holder of this
Note not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the holder of this Note upon the
surrender hereof. The Initial Redemption Percentage may be increased or
decreased, as the case may be, as indicated on the face hereof under
"Applicability of Annual Redemption Percentage Increase" or "Applicability of
Annual Redemption Reductions". [If this Note is subject to "Modified Payment
upon Acceleration or Redemption" the redemption price of this Note shall be
limited to the Amortized Amount.]
Unless otherwise indicated on the face of this Note, this Note shall not
be subject to repayment at the option of the holder prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be subject to repayment
at the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Paying Agent in the Borough of Manhattan, The City of New York, at
least 30 days but not more than 60 days prior to the repayment, (i) this Note
with the form entitled "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, facsimile transmission or a letter from a member
of a
<PAGE>
national securities exchange or a member of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in
the United States which must set forth the name of the holder of the Note, the
principal amount of this Note, the principal amount of this Note to be repaid,
the certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse hereof, will be received by
the Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
telegram, facsimile transmission or letter from a member of a national
securities exchange or a member of the NASD or a commercial bank or trust
company in the United States shall only be effective if in such case, this Note
and form duly completed are received by the Company by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the holder
hereof upon cancellation hereof, but only in an authorized denomination.
This Note will bear interest at the rate determined as follows:
1. If this Note is designated as a Regular Floating Rate Note on the
face hereof, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis shown on the face hereof (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described on the
face hereof. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that (i) the
interest rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest Rate, and (ii)
unless otherwise specified on the face hereof, the interest rate in effect
hereon for the ten calendar days immediately prior to a Maturity Date or
redemption or repayment date shall be that in effect on the tenth calendar
day preceding such date.
2. If this Note is designated as a Floating Rate/Fixed Rate Note on
the face hereof, then, except as described below, this Note shall
initially bear interest at the rate determined by reference to the
applicable Interest Rate Basis shown on the face hereof (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described
on the face hereof. Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note is payable shall be reset as of each
Interest Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date will be the Initial Interest Rate;
(ii) unless otherwise specified on the face hereof, the interest rate in
effect hereon for the ten calendar days immediately prior to the Fixed
Rate Commencement Date shall be that in effect on the tenth calendar day
preceding the Fixed Rate Commencement Date; and (iii) the interest rate in
effect commencing on, and including, the Fixed Rate Commencement Date to
the Maturity Date shall be the Fixed Interest Rate, if such a rate is
specified on the face hereof, or if no such Fixed Interest Rate is so
specified, the interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating Rate Note on
the face hereof, then, except as described below, this Note will bear
interest equal to the Fixed Interest Rate indicated on the face hereof
minus the rate determined by reference to the applicable Interest Rate
Basis shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof;
provided, however, that the interest
<PAGE>
rate hereon will not be less than zero. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable shall be
reset as of each Interest Rate Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date will be
the Initial Interest Rate, and (ii) unless otherwise specified on the face
hereof, the interest rate in effect hereon for the ten calendar days
immediately prior to a Maturity Date or redemption or repayment date shall
be that in effect on the tenth calendar day preceding such date.
4. Notwithstanding the foregoing, if this Note is designated on the
face hereof as having an Addendum attached, the Note shall bear interest
in accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined on the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall
be the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if an Interest Rate Basis specified on
the face hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.
The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the CD Rate, Commercial Paper
Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second Business
Day next preceding such Interest Reset Date. The Interest Determination Date
with respect to the Eleventh District Cost of Funds Rate will be the last
working day of the month immediately preceding each Interest Reset Date on which
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below). The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to LIBOR shall be the second London Business Day preceding such
Interest Reset Date unless the Index Currency is (i) pounds sterling, in which
case the Interest Determination Date will be the applicable Interest Reset Date
or (ii) Euro, in which case the Interest Determination Date will be the second
Target Settlement Date (as defined below) preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Treasury Rate shall be the day
of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if an auction is held on
the Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction.
The "Calculation Date" pertaining to any Interest Determination Date will
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or Maturity
Date or redemption or repayment date, as the case may be.
Determination of CD Rate. If the Interest Rate Basis specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs
<PAGE>
(secondary market)," or, if not so published by 3:00 p.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity specified on the face hereof as
published in the daily update of H.15(519), available through the world-wide-web
site of the Board of Governors of the Federal Reserve Systems at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication ("H.15 Daily Update) or such other recognized electronic source used
for the purpose of displaying such rate, under the heading "CDs (secondary
market)." If such rate is not yet published in either H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on such Calculation Date pertaining to such Interest Determination Date, then
the CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent referred to on the face hereof and will be the average of the
secondary market offered rates as of 10:00 a.m., New York City time, on such
Interest Determination Date, as quoted by three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent, for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the Index
Maturity specified on the face hereof in a denomination of $5,000,000; provided,
however, that if fewer than three dealers are quoting rates, the rate of
interest on this Note with respect to the following Interest Reset period shall
be the rate of interest as in effect on such Interest Determination Date.
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper-Nonfinancial," or if not so published prior to 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield of
the rate on such Interest Determination Date for commercial paper of the Index
Maturity specified on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the heading "Commercial Paper - Nonfinancial". If such rate is not yet
available in either H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
then the Commercial Paper Rate on such Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
average of the offered rates as of 11:00 a.m., New York City time, on such
Interest Determination Date as quoted by three leading dealers in commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper of the Index Maturity specified on the face hereof, placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized rating agency; provided, however, that if fewer than three
dealers are quoting rates, the rate of interest on this Note with respect to the
following Interest Reset Period shall be the rate of interest in effect on such
Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = ((D x 360/360) - (D x M)) x 100
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If an Interest Rate
Basis for this Note is the Eleventh District Cost of Funds Rate, as indicated
above, the Eleventh District Cost of Funds Rate shall
<PAGE>
be determined on each applicable Interest Determination Date and shall be the
rate equal to the monthly weighted average cost of funds for the calendar month
preceding such Interest Determination Date as set forth under the caption "11th
District" on Bridge Telerate, Inc., or any successor service ("Telerate") on
Page 7058 as of 11:00 a.m., San Francisco time, on such Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any Interest
Determination Date, the Eleventh District Cost of Funds Rate for such Interest
Determination Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that was
most recently announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month preceding the date of such announcement. If the
FHLB of San Francisco fails to announce such rate for the calendar month next
preceding such Interest Determination Date, then the rate of interest on this
Note for the following Interest Reset Period will be the rate of interest in
effect on such Interest Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis specified
on the face hereof is the Federal Funds Rate, the Federal Funds Rate with
respect to this Note shall be determined on each Interest Determination Date and
shall be the rate on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds Effective", as such rate is displayed on Telerate
Page 120 or, if not so published by 11:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such Interest Determination Date as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the heading "Federal Funds (Effective)."
If such rate does not appear on Telerate Page 120 or is not yet published in
either H.15(519), H.15 Daily Update, or another recognized electronic source by
3:00 p.m., New York City time, on such Calculation Date, the Federal Funds Rate
for such Interest Determination Date will be calculated by the Calculation Agent
and will be the average of the rates for the last transaction in overnight
Federal funds as of 11:00 a.m., New York City time, on such Interest
Determination Date arranged by three leading brokers of Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if fewer than three brokers are providing quotes, the
rate of interest on this Note with respect to the following Interest Reset
Period Date shall be the rate of interest in effect on such Interest
Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:
(a) With respect to any Interest Determination Date, LIBOR will be
generally determined as either:
(1) If "LIBOR Reuters" is specified on the face hereof, the average
of the offered rates for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof beginning on
the second London Business Day immediately after the Interest
Determination Date, that appear on the Designated LIBOR page as of
11:00 a.m., London time, on that Interest Determination Date, if at
least two offered rates appear on the Designated LIBOR Page; or
(2) If "LIBOR Telerate" is specified on the face hereof, or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof, the rate for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof beginning on
the second London Business Day immediately after such date (or, if
pounds sterling is the Designated LIBOR Currency, beginning on such
date or, if Euro is the Designated LIBOR Currency, beginning on the
second TARGET Settlement Date immediately after such date), that
appears on the Designated LIBOR Page as of 11:00 a.m., London time,
on that Interest Determination Date.
Where (1) above applies, if fewer than two offered rates
appear on the Designated LIBOR Page, or, where (2) above applies, if
no rate appears on the Designated LIBOR Page, LIBOR for that
Interest Determination Date will be determined based on the rates on
that Interest Determination Date at approximately 11:00 a.m., London
time, at which deposits on that date in
<PAGE>
the Designated LIBOR Currency for the period of the Index Maturity
specified on the face hereof are offered to prime banks in the
London interbank market by four major banks in that market selected
by the Calculation Agent and in a principal amount of not less than
$1,000,000 (or its foreign currency equivalent) that in the
Calculation Agent's judgment is representative for a single
transaction in the Designated LIBOR Currency in such market at such
time (a "Representative Amount"). The offered rates must begin on
the second London Business Day immediately after the Interest
Determination Date (or if pounds sterling is the Designated LIBOR
Currency, commencing on such Interest Determination Date or, if Euro
is the Designated LIBOR Currency, beginning on the second TARGET
Settlement Date immediately after such date).
The Calculation Agent will request the principal London office
of each of these banks to quote its rate. If the Calculation Agent
receives at least two quotations, LIBOR will be the average of those
quotations.
(b) If the Calculation Agent receives fewer than two quotations, LIBOR
will be the average of the rates quoted at approximately 11:00 a.m., New York
City time, on the Interest Determination Date by three major banks in the
Principal Financial Center selected by the Calculation Agent. The rates will be
for loans in the Designated LIBOR Currency to leading European banks having the
specified Index Maturity beginning on the second London Business Day after that
date (or, if pounds sterling is the Designated LIBOR Currency, commencing on
such date or, if Euro is the Designated LIBOR Currency, beginning on the second
TARGET Settlement Date immediately after such date) and in a Representative
Amount.
(c) If fewer than three banks provide quotes, the rate of interest on this
Note with respect to the following Interest Reset Period shall be the rate of
interest in effect on such Interest Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currencies) specified on the face hereof as the currency with respect to which
LIBOR shall be calculated. If no such currency is specified on the face hereof,
the Designated LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on the face
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the
method for calculating LIBOR, the display on Telerate (or any successor service)
for the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.
Unless provided otherwise on the face hereof, "Principal Financial Center"
will be (i) the capital city of the country issuing the currency in which the
Notes are denominated or (ii) the capital city of the country to which the
Designated LIBOR Currency relates, as applicable, except, in the case of (i) or
(ii) above, that with respect to the following currencies, the "Principal
Financial Center" will be as indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and, if Australian dollars is the
currency in which the Notes are
denominated, Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
Euro London
"TARGET Settlement Date" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.
<PAGE>
Determination of Prime Rate. If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set forth
on that Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan". If the rate is not published in H.15(519) by 3:00 p.m., New York City
time, on the Calculation Date, then the Prime Rate will be the rate as published
on such Interest Determination Date in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate under
the caption "Bank Prime Loan". If the rate is not published in H.15(519), H.15
Daily Update or another recognized electronic source by 3:00 p.m., New York City
time, on the Calculation Date, then the Prime Rate will be the average (rounded
upwards, if necessary, to the next higher one-hundred thousandth of a percentage
point) of the rates publicly announced by each bank on the Reuters Screen
USPRIME1 Page as its prime rate or base lending rate for that Interest
Determination Date. If fewer than four, but more than one, rates appear on the
Reuters Screen USPRIME1 Page, the Prime Rate will be the average of the prime
rates (quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business on the Interest Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two rates appear, the Prime Rate will be
determined based on the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having total
equity capital of at least $500 million and being subject to supervision or
examination by a Federal or State authority, as selected by the Calculation
Agent. If no banks are providing quotes, the rate of interest on this Note with
respect to the following Interest Reset Period shall be the rate of interest in
effect on such Interest Determination Date. "Reuters Screen USPRIME 1 Page"
means the display designated as page "USPRIME 1" on the Reuters Monitor Money
Rates Service, or any successor service, or any other page as may replace the
USPRIME 1 Page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks.
Determination of Treasury Rate. If the Interest Rate Basis specified on
the face hereof is "Treasury Rate," the Treasury Rate with respect to this Note
shall be
(a) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or
(b) if the rate described in (i) above is not published by 3:00 p.m., New
York City time, on the Calculation Date, the Bond Equivalent Yield of the rate
for the applicable Treasury Bills as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High;" or
(c) if the rate described in (ii) above is not published by 3:00 p.m., New
York City time, on the related Calculation Date, the Bond Equivalent Yield of
the Auction rate of the applicable Treasury Bills, announced by the United
States Department of the Treasury; or
(d) in the event that the rate described in (iii) above is not announced
by the United States Department of the Treasury, or if the Auction is not held,
the Bond Equivalent Yield of the rate on the applicable Interest Determination
Date of Treasury Bills having the Index Maturity specified on the face hereof
published in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market;" or
(e) if the rate described in (iv) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date of the applicable Treasury Bills as published in
H.15 Daily Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary
<PAGE>
Market;" or
(f) if the rate described in (v) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date calculated by the Calculation Agent as the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on the applicable Interest
Determination Date, of three primary United States government securities
dealers, which may include the agent or its affiliates, selected by the
Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; or
(g) if the dealers selected by the Calculation Agent are not quoting as
described in (vi), the Treasury Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
Bond Equivalent Yield = (D x N)/(360 - (D x M))
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
CMT Rate Note. If the Interest Rate Basis specified on the face hereof is
the CMT Rate, the CMT Rate with respect to this Note shall be determined on each
Interest Determination Date, and shall be the rate displayed on the Designated
CMT Telerate Page under the caption " . . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.", under
the column for the Index Maturity specified on the face hereof for:
(1) if the Designated CMT Telerate Page is 7051, the rate for the Interest
Determination Date; or
(2) if the Designated CMT Telerate Page is 7052, the weekly or monthly
average, as applicable, ended immediately preceding the week or month, as
applicable, in which the Interest Determination Date occurs.
If no page is specified, the Designated CMT Telerate Page will be 7052 for
the most recent week. If that rate is no longer displayed on the relevant page,
or if it is not displayed by 3:00 p.m., New York City time, on the Calculation
Date, then the CMT Rate will be the Treasury constant maturity rate for the
specified Index Maturity as published in the relevant H.15(519). If the rate is
no longer published in H.15(519), or is not published by 3:00 p.m., New York
City time, on the Calculation Date, then the CMT Rate for that Interest
Determination Date will be the Treasury constant maturity rate for the specified
Index Maturity (or other U.S. Treasury rate for such Index Maturity for that
Interest Determination Date) as may then be published by either the Federal
Reserve Board or the U.S. Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If that information is
not provided by 3:00 p.m., New York City time, on the Calculation Date, then the
CMT Rate will be calculated as a yield to maturity, based on the average of the
secondary market closing offer side prices as of approximately 3:30 p.m., New
York City time, on that Interest Determination Date reported, according to their
written records, by three leading primary U.S. government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent. These dealers will be selected from five Reference Dealers. The
Calculation Agent will eliminate the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest), for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Notes") with an original
maturity of
<PAGE>
approximately the Index Maturity specified on the face hereof and a remaining
term to maturity of not less than the Index Maturity specified on the face
hereof minus one year. If two Treasury Notes with an original maturity as
described in the preceding sentence have remaining terms to maturity equally
close to the specified Index Maturity, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used. If the Calculation Agent cannot
obtain three Treasury Note quotations, the CMT Rate will be calculated as a
yield to maturity based on the average of the secondary market offer side prices
as of approximately 3:30 p.m., New York City time, on that Interest
Determination Date of three Reference Dealers in The City of New York selected
by the Calculation Agent using the same method described above, for Treasury
Notes with an original maturity of the number of years that is the next highest
to the Index Maturity specified on the face hereof with a remaining term to
maturity closest to such Index Maturity and in an amount of at least
$100,000,000. If three or four (and not five) of the Reference Dealers are
providing quotes, then the CMT Rate will be based on the average of the offer
prices obtained, and neither the highest nor the lowest of such quotes will be
eliminated. If fewer than three Reference Dealers are providing quotes, the rate
of interest on this Note with respect to the following Interest Reset Period
shall be the rate of interest in effect on such Interest Determination Date.
"Designated CMT Telerate Page" means the display on Telerate (or any
successor service) on the page designated on the face hereof (or any other page
as may replace such page on such services). If no such page is specified on the
face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent
week.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.
Interest payments on this Note will equal the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the date of issue, if no interest
has been paid) to but excluding the related Interest Payment Date; provided,
however, that if the Interest Reset Period with respect to this Note is daily or
weekly, each interest payment will include interest accrued from and including
the date of issue or from but excluding the last Regular Record Date to which
interest has been paid, as the case may be, through and including the Regular
Record Date next preceding the applicable Interest Payment Date, unless
otherwise specified on the face hereof; and provided, further, that the interest
payment with respect to this Note made on the Maturity Date will include
interest accrued to but excluding such Maturity Date.
Accrued interest hereon shall be calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest factor is computed
by adding the interest factor calculated for each day from the date of issue, or
from the last day to which interest has been paid or duly provided for, to the
date for which accrued interest is being calculated. Unless otherwise specified
on the face hereof, the interest factor for each such day will be computed by
dividing the interest rate applicable to such day by 360, if the Interest Rate
Basis specified on the face hereof is the CD Rate, the Commercial Paper Rate,
the Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR, the
Prime Rate or the CMT Rate, or by the actual number of days in the year if the
Interest Rate Basis specified on the face hereof is the
<PAGE>
Treasury Rate. If the Interest Rate Basis specified on the face hereof is LIBOR
and the currency specified on the face hereof is Euro, the face of this Note may
indicate that the interest factor for each such day will be computed by dividing
the rate applicable to such day by the actual number of days in the year.
All percentages resulting from any calculation will be to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be
rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).
In the case where the Maturity Date (or any redemption or repayment date)
does not fall on a Business Day, payment of premium, if any, or principal
otherwise payable on such date need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Maturity Date (or any redemption or
repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
100,000 units of the Specified Currency indicated on the face hereof or any
integral multiple of 1,000 units of such Specified Currency in excess thereof.
The Chase Manhattan Bank has been appointed registrar for the Notes (the
"Registrar", which term includes any successor registrar appointed by the
Company), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes. This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
approved by the Registrar and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions for an equal
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
required to register the transfer of or exchange any Note that has been called
for redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes. Notes are
exchangeable at said office for other Notes of other authorized denominations of
equal aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form approved by the
Registrar and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Registrar, a new Note of like tenor will be
issued by the Company in exchange for the Note so mutilated or defaced, or in
lieu of the Note so destroyed or lost or stolen, but, in the case of any
<PAGE>
destroyed or lost or stolen Note only upon receipt of evidence satisfactory to
the Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Indenture provides that if an Event of Default (as defined in the
Indenture) with respect to any series of debt securities issued under the
Indenture, including the series of Global Medium-Term Notes, Series A, of which
this Note forms a part, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of such series then outstanding under the Indenture, by notice in
writing to the Company (and to the Trustee if given by securityholders of such
series), may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal (or premium, if any) or
interest on such debt securities) by the holders of a majority in principal
amount of the debt securities of such series then outstanding.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of securityholders taken pursuant to
the Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated as
set forth in clause (i) above.
The Indenture permits the Company, when authorized by resolution of the
Board of Directors, and the Trustee, with the consent of the holders of not less
than 66 2/3% in aggregate principal amount of the notes of each series (each
series voting as a class) affected by such supplemental indenture at the time
outstanding, including the series of Global Medium-Term Series A, of which this
Note forms a part, to 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 the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the notes
of each such series or the coupons appertaining to such notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any note, or reduce the rate or extend the time of payment of interest, if
any, thereon, or reduce the principal amount or premium, if any, thereof, or
make the principal thereof or premium, if any, or interest, if any, thereon
payable in any coin or currency other than that provided in any note, or reduce
the amount of the principal of an Original Issue Discount note that would be due
and payable upon an acceleration of the maturity thereof or adversely affect the
right of repayment, if any, at the option of the holder without the consent of
the holder of each note so affected, or (ii) reduce the aforesaid percentage of
notes of any series, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each note so
affected. A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of notes, or which modifies the
rights of the holders of notes of such series or of coupons appertaining to such
notes with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the holders of notes of any other
series or of coupons appertaining to such notes.
<PAGE>
Except as set forth below, if the principal of, or premium, if any, or
interest, if any, on this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing, or authority sponsoring, such Specified
Currency or for the settlement of transactions by public institutions within the
international banking community, then the Company will be entitled to satisfy
its obligations to the holder of this Note by making such payments in U.S.
dollars on the basis of the most recently available market exchange rate for
such Specified Currency, as determined by the Exchange Rate Agent on the date of
such payment, or if such rate is not available on such date, as of the most
recent practicable date. If a Specified Currency is unavailable solely because
the country of issue has replaced its currency with Euro or other currency of
the European Union pursuant to the Treaty establishing the European Communities,
the amounts payable will, beginning with the date the replacement becomes
effective, be made in Euro or such other currency. The amounts payable on any
date will be converted into Euro or such other currency on the basis of the most
recently available market exchange rate for such currency, as determined by the
Exchange Rate Agent on the date of such payment, or if such rate is not
available on such date, as of the most recent practicable date.
If any payment is required to be made in Euro and Euro are unavailable due
to the imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary System, then
all payments will be made in U.S. dollars until Euro are again available or so
used. The amount of each payment in U.S. dollars will be computed on the basis
of the equivalent of Euro in U.S. dollars, determined on the basis of the most
recently available market exchange rate for Euro as determined by the Exchange
Rate Agent on the date of such payment, or if such rate is not available on such
date, as of the most recent practicable date. Any payment made under such
circumstances in U.S. dollars or Euro, as the case may be, where the required
payment is in a Specified Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default.
All determinations referred to above made by the Company or its agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes.
So long as this Note shall be outstanding, the Company will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Company may designate other agencies for the payment of said principal,
premium, if any, and interest at such place or places (subject to applicable
laws and regulations) as the Company may decide. So long as there shall be any
such agency, the Company shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Trustee or any
Paying Agent for the payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise) such moneys shall be so repaid to the
Company. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Company may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein and in the Indenture prescribed unless
<PAGE>
otherwise agreed between the Company and the registered holder of this Note.
The Company or any agent of the Company, the Registrar or the Trustee may
treat the holder in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company, the
Registrar, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on, this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, 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, all such liability
being, by the acceptance hereof and as part of the consideration for the issuer
hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is equal to the original issue discount
amortized from the Original Issue Date to the date of redemption or declaration,
as the case may be, which amortization shall be calculated using the "constant
yield method" (computed in accordance with the rules under the Internal Revenue
Code of 1986, as amended, and the regulations thereunder, in effect on the date
of redemption or declaration, as the case may be);
(b) the term "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to Notes denominated in
a foreign currency, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center of the country issuing the Specified Currency (or, if
the Specified Currency is Euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open); provided, further, that, with respect to LIBOR notes (other
than those denominated in Euro) such day is also a London Business Day;
(c) the term "London Business Day" means a day on which commercial banks
are open for business (including dealings in the Designated LIBOR Currency) in
London.
(d) the term "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.
(e) all other terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants in the entireties
JT TEN-as joint tenants with right of ownership and not as tenants
in common
UNIF GIFT MIN ACT- Custodian
----------------------------------
(Cust)
(Minor)
-----------------------------------
Under Uniform Gifts to Minors Act (State)
Additional abbreviations may also be used
though not in the above list.
-------------
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
__________________:
__________________:
________________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING
ZIP CODE, OF ASSIGNEE]
________________________________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing such
person
________________________________________________________________________________
attorney to transfer such Note on the books of the
Company, with full power of substitution in the
premises.
__________________ Dated:
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within Note in every particular
without alteration or enlargement or any
change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at ______________________________________
_____________________________________________________________________________
Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid: ______________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the Notes
to be issued to the holder for the portion of the within Note not being repaid
(in the absence of any such specification, one such Note will be issued for the
portion not being repaid):
__________________
Date:__________________
NOTICE: The signature on this Option to Elect
Repayment must correspond with the name as written
upon the face of the within instrument in every
particular without alteration or enlargement.
EXECUTION VERSION
SECOND AMENDED AND RESTATED
FISCAL AND PAYING AGENCY AGREEMENT
among
GENERAL ELECTRIC CAPITAL CORPORATION
GE CAPITAL AUSTRALIA (A.C.N. 008 562 534)
GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.C.N. 085 675 467)
GE CAPITAL FINANCE AUSTRALIA (A.C.N. 008 583 588)
GENERAL ELECTRIC CAPITAL CANADA INC.
GE CAPITAL CANADA FUNDING COMPANY
GE CAPITAL CANADA RETAILER FINANCIAL SERVICES COMPANY
and
THE CHASE MANHATTAN BANK, LONDON BRANCH
Euro Medium-Term Notes and Other Debt Securities Due
9 Months or More
from Date of Issue
Dated as of March 31, 1999
<PAGE>
TABLE OF CONTENTS
Page
----
1. Appointment of Fiscal and Paying Agent....................................1
2. Notes Issuable in Series..................................................1
3. Execution and Authentication of Notes; Date and
Denomination of Notes.....................................................5
4. Exchange and Registration of Transfer of Notes............................8
5. Payments of Principal, Premium and Interest; Paying
Agents...................................................................11
6. Redemption; Sinking Funds; Repayment at the Option of
the Holder...............................................................15
7. Mutilated, Destroyed, Stolen or Lost Notes...............................19
8. Events of Default........................................................20
9. Additional Payments; Tax Redemption......................................25
10. Covenant of the Issuers and the Guarantor................................34
11. Obligations of the Fiscal and Paying Agent...............................34
12. Maintenance and Resignation of Fiscal and Paying Agent...................36
13. Paying Agency............................................................36
14. Merger, Consolidation, Sale or Conveyance................................38
15. Meetings of Holders of the Notes.........................................39
16. Consent of Holders.......................................................42
17. Stamp Taxes..............................................................42
18. Modifications and Amendments.............................................43
19. Accession of Additional Issuers..........................................44
20. Notices to Parties.......................................................45
21. Notices to and by Holders of the Notes...................................47
22. Business Day.............................................................48
23. Central Bank Reporting Requirements......................................48
24. Governing Law............................................................48
25. Consent to Service.......................................................48
26. Counterparts.............................................................48
27. Inspection of Agreement..................................................49
28. Descriptive Headings.....................................................49
29. Provisions Binding on Successors.........................................49
30. Official Acts by Successor Corporation...................................49
31. Severability.............................................................49
<PAGE>
SECOND AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as
of March 31, 1999, between GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation ("GE Capital"), GE CAPITAL AUSTRALIA (A.C.N. 008 562 534), a company
organized under the laws of the Australian Capital Territory ("GEC Australia"),
GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.C.N. 085 675 467), a company organized
under the corporations laws of Victoria, Australia ("GEC Australia Funding"), GE
CAPITAL FINANCE AUSTRALIA (A.C.N 008 583 588), a company organized under the
laws of the Australian Capital Territory ("GEC Finance") (each of GEC Australia,
GEC Australia Funding and GEC Finance, an "Australian Subsidiary Issuer", and
together, the "Australian Subsidiary Issuers"), GENERAL ELECTRIC CAPITAL CANADA
INC., a corporation incorporated under the laws of Canada ("GEC Canada"), GE
CAPITAL CANADA FUNDING COMPANY, a company incorporated under the laws of the
Province of Nova Scotia, Canada ("GEC Canada Funding") and GE CAPITAL CANADA
RETAILER FINANCIAL SERVICES COMPANY, a company incorporated under the laws of
the Province of Nova Scotia, Canada ("GEC Canada RFS") (each of GEC Canada, GEC
Canada Funding and GEC Canada RFS, a "Canadian Subsidiary Issuer", and together,
the "Canadian Subsidiary Issuers", and together with the Australian Subsidiary
Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant
to Section 19 hereof, each an "Issuer" and together the "Issuers") and THE CHASE
MANHATTAN BANK, LONDON BRANCH, as Fiscal and Paying Agent (such agreement, as
further amended and supplemented from time to time, the "Agreement").
Pursuant to the Second Amended and Restated Euro MTN Distribution
Agreement, dated March 31, 1999, among the Issuers (including GE Capital in its
capacity as guarantor (the "Guarantor") of Notes issued by an Issuer other than
GE Capital) and the agents named therein (the "Agents") (as further amended from
time to time, the "Distribution Agreement"), each Issuer has agreed to issue
from time to time its Euro Medium-Term Notes ("Medium Term Notes") and other
debt securities ("Other Debt Securities") having maturities from 9 months or
more from date of issue (collectively, Medium Term Notes and Other Debt
Securities are referred to herein as the "Notes"). The Guarantor has agreed to
guarantee Notes issued pursuant to this Agreement by each Issuer other than GE
Capital in the form of the guarantee attached hereto as Exhibit D-1 (the
"Guarantee"). Administrative procedures, which have been agreed to by the
Issuers (including GE Capital in its capacity as Guarantor) and the Agents as of
the date hereof, are attached as Exhibit A hereto (such procedures, as amended
from time to time pursuant to the Distribution Agreement, are hereinafter
referred to as the "Administrative Procedures").
1. Appointment of Fiscal and Paying Agent. Each Issuer and (in the case of Notes
issued by an Issuer other than GE Capital) the Guarantor hereby appoint The
Chase Manhattan Bank, acting through its London Branch located at Trinity Tower,
9 Thomas More Street, London E1 9YT, England, as the fiscal agent and as the
principal paying agent (in such capacities and including any successor Fiscal
and Paying Agent appointed hereunder, the
<PAGE>
"Fiscal and Paying Agent") in respect of the Notes, upon the terms and subject
to the conditions stated herein and in the Notes certified from time to time
pursuant to Section 2 hereof. The Fiscal and Paying Agent hereby accepts such
appointment and agrees, upon such terms and subject to such conditions, to
perform its obligations under this Agreement, the Notes certified from time to
time pursuant to Section 2 hereof and the Administrative Procedures. In
addition, unless otherwise agreed by the parties hereto, the Fiscal and Paying
Agent agrees to appoint its local branch or affiliate located in the
jurisdiction of the country where any Notes are listed from time to time as an
additional paying agent, to the extent required by the rules and regulations of
the applicable exchange and to the extent the Fiscal and Paying Agent has a
branch or affiliate located in such jurisdiction.
2. Notes Issuable in Series.
(a) Each Issuer may issue Notes hereunder in one or more series of Notes, each
series (a "Series") having identical terms but for authentication date and
public offering price; provided that a Series of Notes may comprise Notes in
bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes").
Each such Series may contain one or more tranches of Notes, each such tranche (a
"Tranche") having identical terms, including authentication date and public
offering price; provided that a Tranche of Notes may comprise Bearer Notes and
Registered Notes.
(b) Notes issued hereunder shall be issued pursuant to authority granted by the
Board of Directors of the relevant Issuer and (in the case of Notes issued by an
Issuer other than GE Capital) the Guarantor or any duly authorized committee
thereof and shall be in such form as shall be certified to the Fiscal and Paying
Agent from time to time by any one authorized person, as specified in Section
3(a) hereof.
(c) Prior to the issue of the first Tranche of Notes of a Series hereunder, the
relevant Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of
the following terms which shall be applicable to such Series of Notes (each such
set of written instructions shall be provided by such persons as are designated
by an Issuer Authorized Representative (as defined in Section 3(a)) from time to
time in an incumbency certificate delivered to the Fiscal and Paying Agent and
shall hereinafter be referred to as a "Corporate Order"):
(1) the title of the Series (which shall distinguish the Notes of such
Series from all other Notes), including identifying whether such series
will be issued as Medium Term Notes or Other Debt Securities;
(2) any limit upon the aggregate principal amount of the Notes of such
Series which may be authenticated and delivered under this Agreement
(except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes of the Series
pursuant to Sections 3, 4, 6 and 7);
(3) the date or dates on which the principal of and premium, if any, on
the Notes of the Series are payable;
<PAGE>
(4) the rate or rates, or the method of determination thereof, at which
the Notes 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 and, in the case of any Registered Note, if
other than as set forth in Section 3, the record dates for the
determination of holders to whom interest is payable;
(5) the place or places where the principal of, and premium, if any, and
interest on Notes of the Series shall be payable;
(6) the currency in which the Notes of such Series is denominated, which
may include U.S. dollars, any foreign currency or any composite of two or
more currencies (the "Specified Currency");
(7) the currency or currencies in which payments on the Notes of such
Series are payable, if other than the Specified Currency;
(8) the price or prices at which, the period or periods within which and
the terms and conditions upon which the Notes of such Series may be
redeemed, in whole or in part, at the option of the relevant Issuer,
pursuant to any sinking fund or otherwise;
(9) the obligation, if any, of the relevant Issuer or the Guarantor to
redeem, purchase or repay the Notes of such Series pursuant to any right
to do so contained in the Notes or pursuant to sinking fund or analogous
provisions or 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 the Notes of such Series shall be redeemed, purchase or repaid,
in whole or in part, pursuant to such obligation;
(10) the denominations in which the Notes of such Series shall be
issuable, if other than (a) in the case of Registered Notes, 10,000 units
of the Specified Currency and integral multiples of 1,000 units of the
Specified Currency in excess thereof, or (b) in the case of all Bearer
Notes in definitive form, 1,000, 10,000 and 100,000 units of the Specified
Currency, or (c) in the case of Bearer Notes in global form, any integral
multiple of 1,000 units of the Specified Currency;
(11) if other than the principal amount thereof, the portion of the
principal amount of the Notes of such Series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 8;
(12) if other than the Specified Currency, the coin or currency in which
payment of the principal of, premium, if any, or interest on the Notes of
such Series shall be payable;
(13) if the principal of, premium, if any, or interest on the Notes of
such Series are to be payable, at the election of the relevant Issuer or
the Guarantor or a holder thereof, in a coin or currency other than the
Specified Currency, the period or periods within which, and the terms and
conditions upon which, such election
<PAGE>
may be made;
(14) if the amount of payments of principal of, premium, if any, and
interest on the Notes of such Series may be determined with reference to
an index based on a coin or currency other than the Specified Currency,
the manner in which such amounts shall be determined;
(15) if other than as provided in Sections 3, 4 and 5 hereof, whether the
Notes of such Series will be issuable as Registered Notes or Bearer Notes
(with or without coupons), or any combination of the foregoing, any
restriction applicable to the offer, sale or delivery of Bearer Notes or
the payment of interest thereon and the terms upon which Bearer Notes of
any Series may be exchanged for Registered Notes of such Series, except
that the Notes of such Series shall only be issuable as Bearer Notes
unless otherwise provided in such Corporate Order;
(16) any Events of Default with respect to the Notes of such Series, if
not set forth herein;
(17) if other than those named herein, any other depositaries,
authenticating or paying agents, transfer agents or registrars or any
other agents with respect to such Series;
(18) the stock exchanges, if any, on which the Notes will be listed and
related information;
(19) any applicable restrictions on the transfer of any of the Notes of
such Series; and
(20) any other terms of the Series (which terms shall not be inconsistent
with the provisions of this Agreement).
All Notes of any one Series and coupons, if any, appertaining thereto,
shall be substantially identical except as to denomination and except as may
otherwise be provided in or pursuant to such Corporate Order. The Notes and the
coupons, if any, appertaining thereto shall be in substantially such form as
shall be established pursuant to a resolution of the Board of Directors of the
relevant Issuer and the Guarantor, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement, 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 Agreement, or as may be required to comply with the
directions of Morgan Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System (the "Euroclear Operator"), Cedelbank, or any
other clearance system specified for a particular Tranche or Series of Notes, or
any successors thereto, or 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 Notes may be listed, or to conform to usage.
(d) An additional Tranche of the same Series may be issued subsequent to the
original issue date of any Notes of such Series (hereinafter called "Additional
Notes") following
<PAGE>
the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to
such Tranche, which Corporate Order will identify the Series to which such
Tranche belongs and the issue date and aggregate principal amount of the Notes
of such Tranche. Any such Additional Notes shall be issued initially as provided
in Section 3. In the event Additional Notes are issued prior to the Exchange
Date (as hereinafter defined) for a temporary global Bearer Note representing a
prior Tranche of Notes of the same Series, the Exchange Date for such prior
Tranche of Notes may be extended to a date not less than 40 days after the issue
date of such Additional Notes; provided however, in no event shall the Exchange
Date for any Tranche of Notes be extended to a date more than 160 days after
their issue date. Additional Notes, together with each prior and subsequent
Tranche of Notes of the same Series, shall constitute one and the same Series of
Notes for all purposes under this Agreement.
3. Execution and Authentication of Notes; Date and Denomination of Notes
(a) Execution, delivery and safekeeping of Notes. The Notes and, if applicable,
coupons appertaining thereto in the form certified to the Fiscal and Paying
Agent pursuant to the provisions of Section 2(b) shall each be executed (i) in
the case of Notes issued by GE Capital, by GE Capital's Chairman of the Board,
its Chief Executive Officer, its President, its Senior Vice President, Finance,
its Senior Vice President-Corporate Treasury and Global Funding Operation, or by
a duly authorized attorney-in-fact or (ii) in the case of Notes issued by an
Issuer other than GE Capital, by a duly authorized officer or a duly authorized
attorney-in-fact (each an "Issuer Authorized Representative"). Such signatures
may be the manual or facsimile signatures of any person who, at the time of such
execution, holds any such office or of a duly authorized attorney-in-fact. Any
signature in facsimile may be imprinted or otherwise reproduced on the Notes or
the coupons. Each definitive Note shall have imprinted thereon a facsimile of
the corporate seal of the relevant Issuer attested by the Secretary or any
Assistant Secretary of such Issuer. In case any authorized officer of such
Issuer or attorney-in-fact who shall have signed any Note or coupon shall cease
to hold such office or be such attorney-in-fact before the Note so signed (or
the Note to which the coupon so signed is attached) shall be authenticated and
delivered by the Fiscal and Paying Agent or disposed of by such Issuer, such
Note or coupon nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Note or coupon had not ceased to hold such
office or be such attorney-in-fact; and any Note or coupon may be signed on
behalf of such Issuer by any person who, as at the actual date of the execution
of such Note or coupon, shall hold such office or be an attorney-in-fact,
although at the date of the execution and delivery of this Agreement any such
person did not hold such office or was not an attorney-in-fact.
The relevant Issuer will furnish the Fiscal and Paying Agent with an
adequate supply of Notes having attached thereto appropriate coupons, if any, in
the forms approved in accordance with Section 2(b) of this Agreement, bearing
consecutive control numbers. Such Notes shall have been executed by an Issuer
Authorized Representative and attested by the Secretary or an Assistant
Secretary of such Issuer in accordance with this Section. The Fiscal and Paying
Agent or its designated agent will
<PAGE>
hold such blank Notes in safekeeping in accordance with its customary practice
and shall issue such Notes in the order of the control numbers imprinted
thereon. The Fiscal and Paying Agent will permit the relevant Issuer and its
agents, at all reasonable times and upon reasonable notice, to examine the Notes
and all books, records and other materials and information of the Fiscal and
Paying Agent relating thereto.
(b) Execution of Guarantee. The Guarantee endorsed on Notes issued by an Issuer
other than GE Capital shall be executed on behalf of the Guarantor by any one of
its Chairman of the Board, its Chief Executive Officer, its President, its
Senior Vice President, Finance, its Senior Vice President-Corporate Treasury and
Global Funding Operation, or by a duly authorized attorney-in-fact. Such
signatures may be the manual or facsimile signatures of any person who, at the
time of such execution, holds any such office or of a duly authorized
attorney-in-fact. Any signature in facsimile may be imprinted or otherwise
reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on
each definitive Note shall have imprinted thereon a facsimile of the corporate
seal of the Guarantor. In case any authorized officer of the Guarantor or
attorney-in-fact who shall have signed any Guarantee shall cease to hold such
office or be such attorney-in-fact before the Note endorsed with the Guarantee
so signed shall be authenticated and delivered by the Fiscal and Paying Agent or
disposed of by the relevant Issuer, such Note or coupon nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Guarantee endorsed on such Note had not ceased to hold such office or be such
attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by
any person who, as at the actual date of the execution of such Guarantee, shall
hold such office or be an attorney-in-fact, although at the date of the
execution and delivery of this Agreement any such person did not hold such
office or was not an attorney-in-fact.
(c) Authentication of temporary global Notes. Unless otherwise specified in the
applicable Corporate Order or by the relevant Agent or Agents, each Tranche of
Notes, including any Tranche of Additional Notes issued prior to the Exchange
Date for a prior Tranche of Notes of the same Series, shall initially be issued
in the form of a single temporary global Note in bearer form. The temporary
global Bearer Notes shall be authenticated by the Fiscal and Paying Agent or by
a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent,
upon the same conditions, in substantially the same manner and with the same
effect as the definitive Notes, and shall be deposited with a common depositary
(the "Depositary") for the accounts of the Euroclear Operator and Cedelbank or
any other recognized and agreed clearing system for credit to the respective
securities clearance accounts of the relevant Agents (or to such other accounts
as they may have directed) maintained with the Euroclear Operator, Cedelbank or
other recognized and agreed clearing system. For purposes of this Agreement
"Exchange Date" for any Series of Notes shall mean the first Business Day that
is at least 40 days after the issue date of such Series; provided that in the
event a Tranche of Additional Notes of the same Series is issued prior to the
Exchange Date of a prior Tranche of such Series (as such Exchange Date may have
been extended pursuant to this sentence), such Exchange Date shall be extended
(or further extended, as the case may be) to a date not earlier than 40 days
after the issue date of such subsequent Tranche; provided however, in no event
<PAGE>
shall the Exchange Date for any Tranche of Notes be extended to a date more than
160 days after their issue date. No such exchange will be made on a day that is
not a business day in the city of London, England, but shall instead be made on
the next succeeding day that is a business day in the city of London, England.
(d) Exchange of temporary global Notes; certification requirements. On or up to
10 days prior to the Exchange Date for any Series of Notes held in temporary
global form, the beneficial owners of such temporary global Note shall deliver
to the Euroclear Operator, Cedelbank or other recognized and agreed clearance
system, as the case may be, a certificate substantially in the form set forth in
Exhibit B-1 hereto, copies of which certificate shall be available at the
offices of the Euroclear Operator, Cedelbank or other clearance system, the
Fiscal and Paying Agent and each other paying agent of the relevant Issuer and
(in the case of Notes issued by an Issuer other than GE Capital) the Guarantor.
On or after the Exchange Date for any Series of Notes, upon the request of the
Depositary, acting on behalf of the Euroclear Operator, Cedelbank or other
clearance system, acting in turn on behalf of such beneficial owners, the Fiscal
and Paying Agent shall authenticate a permanent global Note in bearer form or
(if specified in the applicable Corporate Order) definitive Bearer Notes and/or
definitive Registered Notes in the amounts requested in an aggregate principal
amount equal to the aggregate principal amount of the temporary global Note
beneficially owned by such owners, but only upon delivery by the Euroclear
Operator, Cedelbank and/or other clearance system, acting on behalf of such
owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact
of a certificate or certificates substantially in the form set forth in Exhibit
B-2 hereto. Such permanent global Note, if any, shall be authenticated by the
Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of
the Fiscal and Paying Agent, upon the same conditions, in substantially the same
manner and with the same effect as the definitive Notes, and shall be deposited
with the Depositary for the accounts of the Euroclear Operator, Cedelbank and/or
other clearance system for credit to the respective accounts of such beneficial
owners.
Upon any such exchange of all or a portion of a temporary global
Note for a permanent global Note or definitive Notes, such temporary global Note
shall be endorsed by the Fiscal and Paying Agent or its duly authorized
attorney-in-fact to reflect the reduction of its principal amount by an amount
equal to the aggregate principal amount of such permanent global Note or
definitive Notes as to which certification has been provided as set forth in the
preceding paragraph.
(e) Exchange of permanent global Note; certification requirements. Beneficial
owners of Notes desiring to exchange their interests in any permanent global
Bearer Note for definitive Notes in bearer form or (if the relevant Corporate
Order so allows) for definitive Notes in registered form shall instruct the
Euroclear Operator, Cedelbank, or other clearance system, as the case may be, to
request such exchange on their behalf and shall deliver to the Euroclear
Operator, Cedelbank or such other clearance system, as the case may be, a
certificate substantially in the form set forth in Exhibit C-1 hereto, copies of
which certificate shall be available at the offices of the Euroclear Operator,
Cedelbank or other clearance system, the Fiscal and Paying Agent and each other
paying agent of the
<PAGE>
relevant Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor. Upon the request of the Depositary, acting on behalf of
the Euroclear Operator, Cedelbank and/or other clearance system, acting in turn
on behalf of such beneficial owners, the Fiscal and Paying Agent shall, upon 30
days' written notice, authenticate and deliver outside the United States and
outside the jurisdiction of incorporation or organization of the relevant Issuer
(except in compliance with the securities and other laws and regulations of such
jurisdiction, including any applicable laws and regulations of any political
subdivision thereof) to or for the account of such beneficial owners, definitive
Notes in an aggregate principal amount equal to the aggregate principal amount
of such permanent global Bearer Note, but only upon delivery by the Euroclear
Operator, Cedelbank and/or other clearance system, acting on behalf of such
owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact
of a certificate or certificates substantially in the form set forth in Exhibit
C-2 hereto. All expenses incurred as a result of any such exchange shall be paid
by the relevant Issuer or (in the case of Notes issued by an Issuer other than
GE Capital) the Guarantor. Notwithstanding anything to the contrary contained in
this subsection 3(e), the Fiscal Agent shall not be required to exchange the
entire aggregate principal amount of a permanent global Bearer Note for
definitive Bearer Notes in the event beneficial owners of less than the entire
aggregate principal amount of the permanent global Bearer Note have requested
definitive Bearer Notes, provided the operating rules and regulations of the
clearance system then in effect would permit less than the entire aggregate
principal amount of the permanent global Bearer Note to be so exchanged.
Each permanent global Note shall in all respects be entitled to the same
benefits under this Agreement as definitive Notes authenticated and delivered
hereunder.
Any certification referred to in Section 3(c) or (d) above which is
delivered to the Fiscal and Paying Agent by the Euroclear Operator, Cedelbank or
other clearance system, as the case may be, may be relied upon by the Fiscal and
Paying Agent as conclusive evidence that the corresponding certification or
certifications of the beneficial owner or owners have been delivered to the
Euroclear Operator, Cedelbank or such other clearance system, as the case may
be, pursuant to the terms of this Agreement and the terms of the Notes.
(f) Authentication of Registered Notes. If so specified in the applicable
Corporate Order, Notes of any Series may be issued in fully registered form.
Such Corporate Order will specify whether Registered Notes of such Series may be
issued in exchange for Bearer Notes of such Series and whether the Notes of such
Series may initially be issued in permanent global or definitive form.
Registered Notes shall be authenticated by the Fiscal and Paying Agent or by a
duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent and,
in the case of permanent global Registered Notes, deposited with the Depositary
for the accounts of the Euroclear Operator, Cedelbank, and/or another recognized
clearance system, for credit to the respective securities clearance accounts of
the relevant Agents (or to such other accounts as they may have directed)
maintained with the Euroclear Operator, Cedelbank, another clearance system or
The Depository Trust Company in New York City for credit to the respective
accounts of the relevant Agents
<PAGE>
(or to such other accounts as they may have directed) maintained with The
Depository Trust Company or such other clearance and settlement organization as
is specified in the applicable Corporate Order.
4. Exchange and Registration of Transfer of Notes.
(a) Exchange of Registered Notes. Registered Notes of any Series may be
exchanged for a like aggregate principal amount of Registered Notes of the same
Series of other authorized denominations. Bearer Notes will not be issuable in
exchange for Registered Notes.
If so provided in the relevant Corporate Order, Bearer Notes of any Series
(with all unmatured coupons, if any, and all matured coupons, if any, then in
default, attached thereto) will be exchangeable (upon the terms, set forth in
Section 3) for Registered Notes of the same Series of any authorized
denominations and in an equal aggregate principal amount. Bearer Notes
surrendered in exchange for Registered Notes after the close of business on (i)
any record date with respect to any regular payment of interest and before the
opening of business at such office on the relevant interest payment date, or
(ii) any record date to be established for the payment of defaulted interest and
before the opening of business on the related proposed date for payment of
defaulted interest, shall be surrendered without the coupon relating to such
date for payment of interest.
Notes to be exchanged pursuant to the preceding two paragraphs shall be
surrendered, at the option of the holders thereof, either at the office or
agency designated and maintained by the relevant Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose
in accordance with the provisions of Section 5 or at any of such other offices
or agencies as may be designated and maintained by such Issuer and the Guarantor
for such purpose in accordance with the provisions of Section 5, and such Issuer
shall execute and register, the Guarantor shall cause the Guarantee to be
endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver
in exchange therefor the Note or Notes which the Noteholder making the exchange
shall be entitled to receive. The term "Noteholder," "holder of Notes," or other
similar terms, shall mean, (a) with respect to any Registered Note, the person
in whose name at the time such Registered Note is registered on the books of the
relevant Issuer kept for that purpose in accordance with the terms hereof, or
(b) with respect to any Bearer Note, the bearer thereof. Each person designated
by the relevant Issuer pursuant to the provisions of Section 5 as a person
authorized to register and register transfer of the Notes is sometimes herein
referred to as a "Registrar." In no event shall such Issuer designate more than
one Registrar for each Series of Registered Notes. No person shall at any time
be designated as or act as a Registrar unless such person is at such time
empowered under applicable law to act as such and duly registered to act as such
under and to the extent required by applicable law and regulations.
(b) Transfers of Registered Notes. Each Registrar shall keep, at each such
office or agency, a register for each Series of Notes (for which it has been
appointed Registrar) issuable in registered form (the registers of all
Registrars being herein sometimes collectively
<PAGE>
referred to as the "Register") in which, subject to such reasonable regulations
as it may prescribe, the Registrar shall register Registered Notes and shall
register the transfer of Registered Notes as herein provided. The Register shall
be in written form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the Register shall be
open for inspection by the relevant Issuer, the Guarantor, the Fiscal and Paying
Agent and any Registrar. Upon due presentment for registration of transfer of
any Registered Note of any Series at any designated office or agency, such
Issuer shall execute, the Guarantor shall (in the case of Notes issued by an
Issuer other than GE Capital) cause the Guarantee to be endorsed thereon, the
Registrar shall register and the Fiscal and Paying Agent shall authenticate and
deliver in the name of the transferee or transferees a new Registered Note or
Registered Notes of the same Series for an equal aggregate principal amount.
Registration or registration of transfer of any Registered Note by any Registrar
in the Register maintained by such Registrar, and delivery of such Registered
Note, duly authenticated, shall be deemed to complete the registration or
registration of transfer of such Registered Note.
All Registered Notes presented for registration of transfer or for
exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer or exchange in
form satisfactory to the Issuer, the Guarantor and the Registrar duly executed
by, the holder or his attorney duly authorized in writing, and (ii) be
accompanied by a duly completed Form W-8 or other applicable form required by
the United States Internal Revenue Code of 1986, as amended, of the transferee.
If so specified in the applicable Corporate Order, the transfer of some or
all of the Registered Notes of any Series may be subject to the restrictions set
forth therein. If so specified in such Corporate Order, the Registrar for such
Notes shall not register the transfer of any such Notes absent compliance with
such restrictions.
(c) Exchange and transfer of Bearer Notes. Bearer Notes in definitive form of
any Series will be exchangeable for Bearer Notes in definitive form of the same
Series in other authorized denominations, in an equal aggregate principal
amount. Bearer Notes to be so exchanged shall be surrendered, at the option of
the holders thereof, at the office of any Paying Agent appointed by the relevant
Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor to perform such service in accordance with the provisions of Section
5, and such Issuer shall execute, the Guarantor shall cause the Guarantee to be
endorsed thereon and such Paying Agent shall authenticate and deliver in
exchange therefor the Bearer Note or Notes which the Noteholder making the
exchange shall be entitled to receive. Bearer Notes and any coupons appertaining
thereto will be transferable by delivery.
(d) Repository of master list of holders of Registered Notes. The relevant
Issuer will at all times designate one person (who may be such Issuer and who
need not be the Registrar of any Series) to act as repository of a master list
of names and addresses of the holders of the Registered Notes. The Fiscal and
Paying Agent shall act as such repository unless and until some other person is,
by written notice from such Issuer to the Fiscal and
<PAGE>
Paying Agent and each Registrar, designated by such Issuer to act as such. Such
Issuer shall cause each Registrar to furnish to such repository, on a current
basis, such information as to all registrations of transfer and exchanges
effected by such Registrar, as may be necessary to enable such repository to
maintain such master list on as current a basis as is practicable.
(e) Miscellaneous. Except as provided in Section 3(d), no service charge shall
be made for any exchange or registration of transfer of Notes, but the relevant
Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor may require payment of a sum sufficient to cover any transfer taxes or
other governmental charge that may be imposed in connection therewith.
The relevant Issuer shall not be required (i) to issue, register the
transfer of or exchange Notes to be redeemed for a period of fifteen calendar
days preceding the first publication of the relevant notice of redemption, or if
Registered Notes are outstanding and there is no publication, the mailing of the
relevant notice of redemption, or (ii) to register the transfer of or exchange
any Registered Notes selected for redemption, in whole or in part, except the
unredeemed portion of any such Registered Notes being redeemed in part, or (iii)
to exchange any Bearer Notes selected for redemption, except that such Bearer
Notes may be exchanged for Registered Notes of like tenor, provided that such
Registered Notes shall be simultaneously surrendered for redemption or (iv) to
register transfer of or exchange any Notes surrendered for optional repayment,
in whole or in part.
Notwithstanding anything herein or in the terms of any Notes to the
contrary, none of the relevant Issuer, the Fiscal and Paying Agent or any agent
of such Issuer or the Fiscal and Paying Agent shall be required to exchange any
Bearer Note for a Registered Note if such exchange would result in adverse
income tax consequences to such Issuer (such as, for example, the inability of
such Issuer to deduct from its income, as computed for income tax purposes, the
interest payable on the Bearer Notes) under (i) then applicable United States
Federal income tax laws, or (ii) in the case of an Issuer other than GE Capital,
then applicable income tax laws or regulations of the jurisdiction of
incorporation or organization of the Issuer or any political subdivision thereof
or therein.
5. Payments of Principal, Premium and Interest; Paying Agents.
(a) Payment generally. In order to provide for the payment of the principal of,
premium and interest on each Series of Notes as the same shall become due and
payable on any payment date, the relevant Issuer hereby agrees to pay to the
Fiscal and Paying Agent at the place and in the manner specified below or to
such account or at such offices of any paying agent outside of the United States
and, in the case of Notes issued by an Issuer other than GE Capital, outside the
jurisdiction of incorporation or organization of the relevant Issuer, as the
Fiscal and Paying Agent shall specify in writing to such Issuer and (in the case
of Notes issued by an Issuer other than GE Capital) the Guarantor, such writing
to be delivered not less than five calendar days prior to the payment date, in
such currency or currency units as shall be required to make the payment due on
such payment
<PAGE>
date, on each interest payment date and on the maturity date of such Series of
Notes or any date fixed for redemption or acceleration of such Series of Notes
(in each case determined in accordance with the terms of such Notes), in
immediately available funds available on such interest payment, maturity,
redemption or acceleration date, as the case may be, in an aggregate amount
which (together with any funds then held by the Fiscal and Paying Agent and
available for the purpose) shall be sufficient to pay the entire amount of the
principal of, premium and interest on such Series of Notes (including Additional
Amounts (as defined below), if any, becoming due on such interest payment,
maturity, redemption or acceleration date), and the Fiscal and Paying Agent
shall hold such amount in trust and apply it to the payment of any such
principal, premium or interest on such interest payment, maturity, redemption or
acceleration date. Nothing contained herein shall be construed to require the
Fiscal and Paying Agent or any other paying agent to make any payment to the
holder of a Note until funds have been received from the relevant Issuer
pursuant to this Section.
(b) Payments on temporary global Notes; certification requirements. Beneficial
owners of any temporary global Note may receive interest payments prior to the
Exchange Date of such temporary global Note; provided such beneficial owners
deliver a certificate or certificates to the Euroclear Operator, Cedelbank or,
if specified in the Corporate Order, other recognized clearing system
substantially in the form set forth in Exhibit B-1 and instruct the Euroclear
Operator, Cedelbank or other clearance system, as the case may be, to request
such interest payment on their behalf. Upon the request of the Depositary,
acting on behalf of the Euroclear Operator, Cedelbank or other clearance system,
acting in turn on behalf of beneficial owners of Notes, the Fiscal and Paying
Agent shall make payments of interest to the beneficial owners of interests in
temporary global Notes, but only upon delivery by the Euroclear Operator,
Cedelbank, or other clearance system, acting on behalf of such owners, to the
Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate
or certificates substantially in the form set forth in Exhibit B-2 hereto.
In the event of redemption or acceleration of all or any part of any
temporary global Note prior to its Exchange Date, beneficial owners will be
entitled to receive payment on or after the date fixed for such redemption or on
which such acceleration occurs upon compliance by such beneficial owners and the
Euroclear Operator, Cedelbank or other clearance system, as applicable, with the
provisions of the preceding paragraph of this Section.
(c) Payments on Registered Notes. The person in whose name any Registered Note
of a particular Series is registered at the close of business or on any Record
Date (as hereinafter defined) with respect to any interest payment date for such
Series shall be entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such Registered Note upon any
registration of transfer or exchange subsequent to the Record Date and prior to
such interest payment date; provided however, that (i) if and to the extent that
the relevant Issuer shall default in the payment of the interest on such
interest payment date, such defaulted interest shall be paid to the persons in
whose names outstanding Registered Notes of such Series are registered on a
<PAGE>
subsequent Record Date established by notice given by mail by or on behalf of
such Issuer to the holders of such Registered Notes not less than 15 calendar
days preceding such subsequent Record Date, such Record Date to be not less than
five calendar days preceding the date or payment of such defaulted interest and
(ii) interest payable at maturity, redemption or repayment of such Registered
Note shall be payable to the person to whom principal shall be payable. The term
"Record Date" as used in this Section with respect to any regular interest
payment date, shall mean the fifteenth calendar day preceding such interest
payment date, whether or not such fifteenth calendar day shall be a Business Day
(as defined in Section 22).
Interest on Registered Notes may at the option of the relevant Issuer be
paid by check mailed to the persons entitled thereto at their respective
addresses as such appear in the Register, or, at the option of any holder of
$5,000,000 (or the equivalent thereof in one or more foreign or composite
currencies) or more aggregate principal amount of Registered Notes of any Series
and subject to applicable laws and regulations, be made by transfer to an
account denominated in the currency in which such payment is to be made,
maintained by such holder, if appropriate wire transfer instructions have been
received by such Issuer or its agent not less than 10 calendar days prior to the
applicable interest payment date.
(d) Payments on Bearer Notes. Payments on Bearer Notes or the coupons
appertaining thereto will, upon presentation of such Notes or coupons at a
designated office outside of the United States, at the holder's option and
subject to applicable laws and regulations, be made by check or wire transfer to
an account denominated in the Specified Currency (unless otherwise provided in
the applicable Corporate Order) in which such payment is to be made, maintained
by such holder with a bank outside the United States and (in the case of Notes
issued by an Issuer other than GE Capital) outside the jurisdiction of
organization of the Issuer, if appropriate wire transfer instructions have been
received by the relevant Issuer or its agent not less than 10 calendar days
prior to the applicable interest payment date.
The relevant Issuer will maintain one or more offices or agencies in a
city or cities located outside the United States and (in the case of Notes
issued by an Issuer other than GE Capital) outside the country of incorporation
or organization of the relevant Issuer (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which any of the Notes are listed) where any Bearer Notes issued hereunder and
coupons, if any, appertaining thereto may be presented for payment. No payment
on any Bearer Note or coupon will be made upon presentation of such Bearer Note
or coupon at an agency of the relevant Issuer or the Guarantor within the United
States or (in the case of Notes issued by an Issuer other than GE Capital)
within the country of incorporation or organization of the relevant Issuer nor
will any payment be made by transfer to an account in, or by check mailed to an
address in, the United States or (in the case of Notes issued
<PAGE>
by an Issuer other than GE Capital) in the country of incorporation or
organization of the relevant Issuer unless pursuant to applicable United States
law or the laws or regulations of the country of incorporation or organization
of the relevant Issuer or any political subdivision thereof or therein (in the
case of Notes issued by an Issuer other than GE Capital) then in effect, such
payment can be made without adverse tax consequences to such Issuer.
Notwithstanding the foregoing, (a) payments in U.S. dollars on Bearer Notes and
coupons appertaining thereto may be made at an agency of such Issuer maintained
in the Borough of Manhattan, The City of New York if such payment in U.S.
dollars at each agency maintained by such Issuer outside the United States for
payment on such Bearer Notes is illegal or effectively precluded by exchange
controls or other similar restrictions, (b) payments in Canadian dollars on
Bearer Notes and Coupons appertaining thereto may be made at an agency of such
Issuer maintained in the City of Toronto if such payment in Canadian dollars at
each agency maintained by such Issuer outside Canada for payment on such Bearer
Notes is illegal or effectively precluded by exchange controls or similar
restrictions, and (c) (in the case of Notes issued by an Issuer other than GE
Capital) payments in such other currencies on Bearer Notes and Coupons
appertaining thereto may be made at such location within the country of
incorporation or organization of the relevant Issuer (other than the United
States) as may be specified in the applicable Corporate Order or otherwise as
permitted by applicable laws and regulations of such country or any political
subdivision thereof or therein.
(e) Place of payment. As long as any Registered Notes remain outstanding
hereunder, the relevant Issuer will designate and maintain in London, England an
office or agency where such Registered Notes may be presented for payment, and
where such Notes may be presented for registration of transfer and for exchange
as in this Agreement provided.
The relevant Issuer may from time to time designate one or more additional
offices or agencies where Notes and any coupons appertaining thereto may be
presented for payment, where Notes may be presented for exchange as provided in
this Agreement and where Registered Notes may be presented for registration of
transfer as in this Agreement provided, and such Issuer may from time to time
rescind any such designation, as such Issuer may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve such Issuer of its obligation to maintain the agencies provided for in
this Section. Such Issuer will give to the Fiscal and Paying Agent prompt
written notice of any such designation or rescission thereof.
The relevant Issuer will give to the Fiscal and Paying Agent written
notice of the location of each such office or agency and of any change of
location thereof. In case such Issuer shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the principal office of the Fiscal and
Paying Agent in London, England.
The relevant Issuer and (in the case of Notes issued by an Issuer other
than GE Capital) the Guarantor hereby initially designates the offices of The
Chase Manhattan Bank, London Branch as the office or agency where Registered
Notes may be presented for payment, for registration of transfer and for
exchange as in this Agreement provided and where notices and demands to or upon
such Issuer and the Guarantor in respect of the Bearer Notes or of this
Agreement may be served. Such principal office is also designated as repository
pursuant to Section 4 for the master list of the names and addresses of the
holders of Registered Notes.
<PAGE>
(f) Payments by the Guarantor. If the relevant Issuer shall fail to provide for
the amounts payable on any Notes issued by an Issuer other than GE Capital, or
coupons appertaining thereto, if any, the Guarantor shall, subject to its right
to avail itself of defenses under all relevant laws for the prescription of
actions in respect of such Notes and coupons appertaining thereto, forthwith
upon receipt of notice of such failure from the Fiscal and Paying Agent (who
shall give such notice forthwith upon such failure) deliver or cause to be
delivered to the Fiscal and Paying Agent the amount thereof (to the extent that
the same has not then been delivered by the relevant Issuer), which amount shall
be held and applied in payment of such amounts by the Fiscal Agent and Paying
Agent in all respects as if received from the relevant Issuer under this
Agreement.
(g) Taxes; foreign exchange clearance. The Fiscal Agent hereby agrees to use its
best efforts to obtain, prior to any payment date on the Notes, any tax or
foreign exchange clearance or other authorization required under the laws of the
United States or of the country of incorporation or organization of the relevant
Issuer (in the case of Notes issued by an Issuer other than GE Capital) or any
political subdivision thereof or therein or any applicable foreign country or
other authority with respect to the payment to be made on the Notes on such
date.
6. Redemption; Sinking Funds; Repayment at the Option of the Holder.
(a) The provisions of this Section shall be applicable, as the case may be, (i)
to any Notes which are redeemable or subject to repayment at the option of the
holder before their maturity and (ii) to any sinking fund for the retirement of
any Notes, in either case except as otherwise specified as contemplated by
Section 2 for any Series of Notes.
The minimum amount of any sinking fund payment provided for by the
terms of any Notes is herein referred to as a "mandatory sinking fund payment,"
and any payment in excess of such minimum amount provided for by the terms of
such Notes is herein referred to as an "optional sinking fund payment."
In case the relevant Issuer shall desire to exercise any right to
redeem all, or, as the case may be, any part of, the Notes of any Series in
accordance with their terms, it shall fix a date for redemption. Notice of
redemption to the holders of Registered Notes to be redeemed in whole or in part
at the option of such Issuer shall be given by mailing notice of such redemption
by first class mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to such holders at their last addresses
as they shall appear in the Register. Notice of redemption to holders of Bearer
Notes shall be published in a leading daily newspaper in the English language of
general circulation in London, England and, if the Series of Notes to be
redeemed is listed on the Luxembourg Stock Exchange and such Exchange so
requires, in a daily newspaper of general circulation in Luxembourg or, if
publication in either London or Luxembourg is not practical, elsewhere in
Western Europe. Notice of redemption to holders of Bearer Notes that have been
listed on any other stock exchange shall be published in accordance with the
applicable rules and regulations promulgated by such exchange. The term "daily
newspaper" shall mean a newspaper customarily published on each
<PAGE>
business day in morning editions, whether or not it shall be published in
Saturday, Sunday or holiday editions. Such notice is expected to be published in
the Financial Times and (if such Series of Notes is listed on the Luxembourg
Stock Exchange) the Luxemburger Wort and shall be published at least once a week
for three successive weeks prior to the date fixed for redemption, the first
such publication to be not less than 30 days nor more than 60 days prior to the
date fixed for redemption. If by reason of the temporary or permanent suspension
of publication of any newspaper or by reason of any other cause, it shall be
impossible to make publication of such notice in a daily newspaper as herein
provided, then such publication or other notice in lieu thereof as shall be made
by the Fiscal and Paying Agent shall constitute sufficient publication of such
notice, if such publication or other notice shall, so far as may be possible,
approximate the terms and conditions of the publication in lieu of which it is
given. The Fiscal and Paying Agent shall promptly furnish to the relevant Issuer
and to each other paying agent of such Issuer a copy of each notice of
redemption so published. Any notice if given in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give notice or any defect in the
notice to the holder of any Note of a Series designated for redemption in whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Note of such Series.
Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which the Notes of such Series are to be
redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Notes and, in the case of Notes issued with
coupons, of all coupons appertaining thereto maturing after the date fixed for
redemption, that any interest accrued to the date fixed for redemption will be
paid as specified in said notice, and that on and after said date any interest
thereon or on the portions thereof to be redeemed will cease to accrue. If less
than all the Notes of a Series are to be redeemed the notice of redemption shall
specify the number or numbers of the Notes to be redeemed. In case any Note is
to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Note, a new Note or Notes
of the same Series in principal amount equal to the unredeemed portion thereof,
together with any unmatured coupons appertaining thereto, will be issued.
On or prior to the redemption date specified in the notice of redemption
given as provided in this Section, the relevant Issuer will deposit with the
Fiscal and Paying Agent or with one or more paying agents an amount of money
sufficient to redeem on the redemption date all the Notes or portions thereof so
called for redemption, together with accrued interest to the date fixed for
redemption. If less than all the Notes of a Series are to be redeemed such
Issuer will give the Fiscal and Paying Agent notice not less than 60 days prior
to the redemption date as to the aggregate principal amount of Notes of such
Series to be redeemed and the Fiscal and Paying Agent shall select or cause to
be selected, in such manner as in its sole discretion it shall deem appropriate
and fair, the Notes or portions thereof to be redeemed. Notes of a Series may be
redeemed in part only in multiples of the smallest authorized denomination of
that Series.
<PAGE>
(b) If notice of redemption has been given as provided in this Section, the
Notes or portions of Notes of the Series with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable redemption price together with any
interest accrued to the date fixed for redemption, and on and after said date
(unless the relevant Issuer shall default in the payment of Notes or portions of
such Notes, together with any interest accrued to said date) any interest on the
Notes or portions of Notes of such Series so called for redemption shall cease
to accrue, and the unmatured coupons, if any, appertaining thereto shall be
void. On presentation and surrender of such Notes at a place of payment in said
notice specified, together with all coupons, if any, appertaining thereto
maturing after the date fixed for redemption, the said Notes or the specified
portions thereof shall be paid and redeemed by the relevant Issuer at the
applicable redemption price, together with any interest accrued thereon to the
date fixed for redemption; provided, however, that payment of interest becoming
due on the date fixed for redemption shall be payable in the case of Notes with
coupons attached thereto, to the holders of the coupons for such interest upon
surrender thereof, and in the case of Registered Notes, to the persons to whom
the principal thereof shall be payable.
If any Note issued with coupons is surrendered for redemption and is not
accompanied by all appurtenant coupons maturing after the date fixed for
redemption, the surrender of such missing coupon or coupons may be waived by the
relevant Issuer and the Fiscal and Paying Agent, if there be furnished to each
of them such security or indemnity as they may require to save each of them
harmless.
Upon presentation of any Note redeemed in part only, the relevant Issuer
shall execute and the Fiscal and Paying Agent shall authenticate and deliver to
the holder thereof, at the expense of such Issuer, a new Note or Notes of the
same Series, of authorized denominations, together with all unmatured coupons,
if any, appertaining thereto, in aggregate principal amount equal to the
unredeemed portion of the Note so presented.
In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Notes in cash the relevant Issuer may at its option (a)
deliver to the Fiscal and Paying Agent Notes, together with all unmatured
coupons, if any, appertaining thereto, of the same Series theretofore purchased
or otherwise acquired by such Issuer, or (b) receive credit for the principal
amount of Notes of the same Series which have been redeemed either at the
election of such Issuer pursuant to the terms of such Notes or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Notes; provided that such Notes have not previously been so credited. Such
Notes shall be received and credited for such purpose by the Fiscal and Paying
Agent at the redemption price specified in such Notes for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.
Not less than 60 days prior to each sinking fund payment date for any
Notes, the relevant Issuer will deliver to the Fiscal and Paying Agent a
certificate signed by an Issuer Authorized Representative specifying the amount
of the next ensuing sinking fund
<PAGE>
payment for such Notes pursuant to the terms thereof, the portion thereof, if
any, which is to be satisfied by payment of cash (which cash may be deposited
with the Fiscal and Paying Agent or with one or more paying agents) and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Notes of the same Series pursuant to this Section (which Notes, if not
theretofore delivered, will accompany such certificate) and whether such Issuer
intends to exercise its right to make a permitted optional sinking fund payment
with respect to such Notes. Such certificate shall also state that no Event of
Default (as defined in Section 8 below) has occurred and is continuing with
respect to such Notes. Such certificate shall be irrevocable and upon its
delivery the relevant Issuer shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In the case of the failure of the relevant Issuer to deliver
such certificate (or to deliver the Notes specified in this paragraph), the
sinking fund payment due on the next succeeding sinking fund payment date for
such Notes shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Notes subject to a mandatory sinking fund payment
without the option to deliver or credit Notes as provided in this Section and
without the right to make any optional sinking fund payment, if any, with
respect to such Notes.
Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed 100,000 units of the Specified Currency with respect
to the particular Series (or a lesser sum if the relevant Issuer shall so
request or determine) with respect to any Notes shall be applied by the Fiscal
and Paying Agent on the sinking fund payment date on which such payment is made
(or, if such payment is made before a sinking fund payment date, on the next
sinking fund payment date following the date of such payment) to the redemption
of such Notes at the redemption price specified in such Notes for operation of
the sinking fund together with accrued interest, if any, to the date fixed for
redemption. Any sinking fund moneys not so applied or allocated by the Fiscal
and Paying Agent to the redemption of Notes shall be added to the next cash
sinking fund payment received by the Fiscal and Paying Agent for such Notes and,
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section. Any and all sinking fund moneys
with respect to any Notes held by the Fiscal and Paying Agent on the last
sinking fund payment date with respect to such Notes and not held for the
payment or redemption of particular Notes of such Series shall be applied by the
Fiscal and Paying Agent, together with other moneys, if necessary, to be
deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Notes of that Series at maturity.
The Fiscal and Paying Agent shall select or cause to be selected the Notes
to be redeemed upon such sinking fund payment date in the manner specified in
the last paragraph of subsection (a) and the relevant Issuer shall cause notice
of the redemption thereof to be given in the manner provided in subsection (b)
except that the notice of redemption shall also state that the Notes are being
redeemed by operation of the sinking fund. Such notice having been duly given,
the redemption of such Notes shall be made upon any Series of Notes the terms
and in the manner stated in subsection (b).
<PAGE>
On or before each sinking fund payment date, the relevant Issuer shall pay
to the Fiscal and Paying Agent in cash a sum equal to any interest accrued to
the date fixed for redemption of Notes or portions thereof to be redeemed on
such sinking fund payment date pursuant to this Section.
Neither the Fiscal and Paying Agent nor the relevant Issuer shall redeem
any Notes of any Series with sinking fund moneys or give any notice of
redemption of such Notes by operation of the sinking fund for such Series during
the continuance of a default in payment of interest, if any, on such Notes or of
any Event of Default (other than an Event of Default occurring as a consequence
of this paragraph) with respect to Notes of such Series, except that if the
notice of redemption of any such Notes shall theretofore have been given in
accordance with the provisions hereof, the Fiscal and Paying Agent shall redeem
such Notes if cash sufficient for that purpose shall be deposited with the
Fiscal and Paying Agent for that purpose in accordance with the terms of this
Section. Except as aforesaid, any moneys in the sinking fund for Notes of such
Series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of such
Notes; provided, however, that in case such default or Event of Default shall
have been cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date for Notes of such Series on which
such moneys may be applied pursuant to the provisions of this Section.
(c) Any Series of Notes may be made, by provision contained in or established
pursuant to a Corporate Order pursuant to Section 2(c) hereof, subject to
repayment, in whole or in part, at the option of the holder on a date or dates
specified prior to maturity, at a price equal to 100% of the principal amount
thereof, together with accrued interest to but excluding the date of repayment,
on such notice as may be required, provided, however, that the holder of a Note
of such Series may only elect partial repayment in an amount that will result in
the portion of such Note that will remain outstanding after such repayment
constituting an authorized denomination, or combination thereof, of Notes of
such Series.
7. Mutilated, Destroyed, Stolen or Lost Notes.
(a) The Fiscal and Paying Agent is hereby authorized to authenticate and deliver
from time to time Notes of any Series, with all unmatured coupons attached, in
exchange for or in lieu of Notes of such Series which become mutilated, defaced,
destroyed, stolen or lost or Notes of such Series to which mutilated, defaced,
destroyed, stolen or lost coupons appertain. In every case the applicant for a
substituted Note of such Series or coupon appertaining thereto shall furnish to
the relevant Issuer, the Guarantor (in the case of Notes issued by an Issuer
other than GE Capital) and to the Fiscal and Paying Agent such security 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
such Issuer, the Guarantor and to the Fiscal and Paying Agent evidence to their
satisfaction of the destruction, loss or theft of such Note or coupon and of the
ownership thereof. Each Note
<PAGE>
authenticated and delivered in exchange for or in lieu of any such Note shall
carry all the rights to interest accrued and unpaid and to accrue which were
carried by such Note and shall have attached thereto coupons such that neither
gain nor loss in interest shall result from such exchange or substitution.
Upon the issuance of any substituted Note or coupon, the relevant Issuer
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 Note or coupon which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
relevant Issuer may, instead of issuing a substituted Note, pay or authorized
the payment of the same (without surrender thereof except in the case of a
mutilated Note or coupon) if the applicant for such payment shall furnish to
such Issuer, the Guarantor and to the Fiscal and Paying Agent 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 such Issuer, the
Guarantor and the Fiscal and Paying Agent of the destruction, loss or theft of
such Note or coupon and the ownership thereof.
(b) All Notes and coupons surrendered for payment, redemption, repayment,
exchange or registration of transfer or for credit against any sinking fund
shall be delivered to, or to the order of, the Fiscal and Paying Agent for
cancellation. The Fiscal and Paying Agent shall cancel and destroy, or procure
the cancellation and destruction of, all such Notes and coupons and shall
deliver a certificate of destruction to the relevant Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor. In the case of
any global Note initially issued in temporary global form, which shall be
destroyed by the Fiscal and Paying Agent upon exchange in full, the certificate
of destruction shall state that a certification in the form required pursuant to
the terms of such global Note was received with respect to each portion thereof
exchanged for an interest in a Note in permanent global form or in definitive
form.
8. Events of Default. The term "Events of Default" whenever used herein with
respect to Notes of any Series means any one of the following events and such
other events as may be established with respect to the Notes of such Series as
contemplated by Section 2 hereof, continued for the period of time, if any, and
after the giving of notice, if any, designated in this Agreement or as may be
established with respect to such Notes as contemplated by Section 2 hereof, as
the case may be, unless it is either inapplicable or is specifically deleted or
modified in the applicable Corporate Order under which such Series of Notes is
issued, as the case may be, as contemplated by Section 2:
(i) default in the payment of any installment of interest
(including Additional Amounts) upon any Note of such Series as
and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or
(ii) default in the payment of the principal of, or premium, if
any, on any Note of such Series as and when the same shall
become due and payable whether at maturity, upon redemption,
by declaration, repayment or
<PAGE>
otherwise; or
(iii) default in the making or satisfaction of any sinking fund
payment or analogous obligation as and when the same shall
become due and payable by the terms of any Notes of such
Series; or
(iv) failure on the part of the relevant Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor
duly to observe or perform any other of the covenants or
agreements on the part of such Issuer or the Guarantor in
respect of the Notes of such Series contained in such Notes or
this Agreement (other than a covenant or agreement in respect
of the Notes of such Series a default in whose observance or
performance is elsewhere in this Section specifically dealt
with) continued for a period of 60 days after the date on
which written notice of such failure, requiring such Issuer or
the Guarantor to remedy the same, shall have been given to
such Issuer, the Guarantor and the Fiscal and Paying Agent by
the holders of at least twenty-five percent in aggregate
principal amount of the Notes of such Series at the time
outstanding; or
(v) an event of default with respect to any other Series of Notes
issued or hereafter issued pursuant to this Agreement or as
defined in any indenture or instrument evidencing or under
which GE Capital has at the date of this Agreement or shall
hereafter have outstanding any indebtedness for borrowed money
shall happen and be continuing and such other Series of Notes
or such indebtedness, as the case may be, shall have been
accelerated so that the same shall be or become due and
payable prior to the date on which the same would otherwise
have become due and payable, and such acceleration shall not
be rescinded or annulled within ten calendar days after
written notice thereof shall have been given to the relevant
Issuer, the Guarantor and the Fiscal and Paying Agent by the
holders of at least twenty-five percent in aggregate principal
amount of the Notes of such Series at the time outstanding;
provided, however, that if such event of default with respect
to such other Series of Notes or under such indenture or
instrument, as the case may be, shall be remedied or cured by
GE Capital, or waived by the holders of such other Series of
Notes or of such indebtedness, as the case may be, then the
Event of Default hereunder by reason thereof shall be deemed
likewise to have been thereupon remedied, cured or waived
without further action upon the part of either the Fiscal and
Paying Agent or any of the Noteholders of such Series; or
(vi) in the case of Notes issued by an Australian Subsidiary
Issuer, an event of default with respect to any other Series
of Notes issued or hereafter issued by such Australian
Subsidiary Issuer pursuant to this Agreement
<PAGE>
or as defined in any indenture or instrument evidencing or
under which such respective Australian Subsidiary Issuer has
at the date of this Agreement or shall hereafter have
outstanding any indebtedness for borrowed money in the
aggregate principal amount of at least A$10,000,000 (or the
equivalent thereof in one or more foreign or composite
currencies) shall happen and be continuing and such other
Series of Notes or such indebtedness, as the case may be, of
such Australian Subsidiary Issuer shall have been accelerated
so that the same shall be or become due and payable prior to
the date on which the same would otherwise have become due and
payable, and such acceleration shall not be rescinded or
annulled within ten calendar days after written notice thereof
shall have been given to such Australian Subsidiary Issuer, as
the case may be, the Guarantor and the Fiscal and Paying Agent
by the holders of at least twenty-five percent in aggregate
principal amount of the Notes of such Series at the time
outstanding; provided, however, that if such event of default
with respect to such other Series of Notes or under such
indenture or instrument, as the case may be, shall be remedied
or cured by such Australian Subsidiary Issuer or the
Guarantor, or waived by the holders of such other Series of
Notes or of such indebtedness, as the case may be, then the
Event of Default hereunder by reason thereof shall be deemed
likewise to have been thereupon remedied, cured or waived
without further action upon the part of either the Fiscal and
Paying Agent or any of the Noteholders of such Series; or
(vii) in the case of Notes issued by a Canadian Subsidiary Issuer,
an event of default with respect to any other Series of Notes
issued or hereafter issued by the such Canadian Subsidiary
Issuer pursuant to this Agreement or as defined in any
indenture or instrument evidencing or under which such
Canadian Subsidiary Issuer has at the date of this Agreement
or shall hereafter have outstanding any indebtedness for
borrowed money in the aggregate principal amount of at least
Cdn.$10,000,000 (or the equivalent thereof in one or more
foreign or composite currencies) shall happen and be
continuing and such other Series of Notes or such
indebtedness, as the case may be, of such Canadian Subsidiary
Issuer shall have been accelerated so that the same shall be
or become due and payable prior to the date on which the same
would otherwise have become due and payable, and such
acceleration shall not be rescinded or annulled within ten
calendar days after written notice thereof shall have been
given to such Canadian Subsidiary Issuer, as the case may be,
the Guarantor and the Fiscal and Paying Agent by the holders
of at least twenty-five percent in aggregate principal amount
of the Notes of such Series at the time outstanding; provided,
however, that if such event of default with respect to such
other Series of Notes or under such indenture or instrument,
as the case may be, shall be remedied or cured by such
<PAGE>
Canadian Subsidiary Issuer or the Guarantor, or waived by the
holders of such other Series of Notes or of such indebtedness,
as the case may be, then the Event of Default hereunder by
reason thereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part
of either the Fiscal and Paying Agent or any of the
Noteholders of such Series; or
(viii) a decree or order by a court having jurisdiction in the
premises shall have been entered adjudging GE Capital a
bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization of GE Capital under the United
States Federal Bankruptcy Code or any other similar applicable
United States Federal or State law, and such decree and order
shall have continued undischarged and unstayed for a period of
60 days; or a decree or order of a court having jurisdiction
in the premises for the appointment of a receiver or
liquidator or trustee or assignee (or other similar official)
in bankruptcy or insolvency of GE Capital or of all or
substantially all of its property, or for the winding up or
liquidation of its affairs, shall have been entered, and such
decree and order shall have continued undischarged and
unstayed for a period of 60 days; or
(ix) GE Capital shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or
answer or consent seeking reorganization under the United
States Federal Bankruptcy Code or any other similar applicable
United States Federal or State law, or shall consent to the
filing of any such petition, or shall consent to the
appointment of a receiver or liquidator or trustee or assignee
(or other similar official) in bankruptcy or insolvency of it
or of its property, or shall make an assignment for the
benefit or creditors, or shall admit in writing its inability
to pays its debts generally as they become due; or
(x) in the case of Notes issued by an Australian Subsidiary
Issuer, such Australian Subsidiary Issuer shall be declared
bankrupt, or a liquidator, a receiver, manager, receiver and
manager, administrator or any other officer with similar
powers shall be appointed with respect to such Australian
Subsidiary Issuer or all or substantially all of the property
of such Australian Subsidiary Issuer, and, in all such cases,
continues both undischarged and unstayed for a period of 90
days; or
(xi) in the case of Notes issued by a Canadian Subsidiary Issuer,
any of the following events shall occur: (A) an order shall be
made or an effective resolution be passed for the winding-up
or liquidation or dissolution of such Canadian Subsidiary
Issuer by operation of law, except in the course of carrying
out, or pursuant to, a reconstruction, reorganization,
consolidation, merger, amalgamation, transfer, sale,
conveyance, lease
<PAGE>
or other disposition contemplated in or permitted under this
Agreement; (B) such Canadian Subsidiary Issuer shall make a
general assignment for the benefit of its creditors or a
proposal under applicable bankruptcy legislation, or if an
effective resolution be passed by such Canadian Subsidiary
Issuer to give effect to any of the foregoing; or (C) such
Canadian Subsidiary Issuer shall be declared bankrupt, or if a
custodian or sequestrator or a receiver and manager or any
other officer with similar powers shall be appointed of such
Canadian Subsidiary Issuer or of all or substantially all of
the property of such Canadian Subsidiary Issuer, and, in all
such cases, such continues both undischarged and unstayed for
a period of 90 days; or
(xii) any other Event of Default provided in the applicable
Corporate Order under which such Series of Notes is issued as
contemplated by Section 2(c); or
(xiii) with respect to each Additional Issuer acceding hereto
pursuant to Section 19 hereof, such Events of Default to the
foregoing effect as are provided in the form of Notes
certified to the Fiscal and Paying Agent in accordance with
Section 2(b) hereof and any other Events of Default provided
in the applicable Corporate Order under which a Series of
Notes is issued by such Additional Issuer as contemplated by
Section 2(c) hereof.
If an Event of Default with respect to Notes of any Series at the time
outstanding occurs and is continuing, then and in each and every case, unless
the principal of the Notes of such Series shall have already become due and
payable, each Note of such Series shall, at the option of and upon written
notice to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by
the then holder thereof, mature and become due and payable upon the date that
such written notice is received by such Issuer, the Guarantor and the Fiscal and
Paying Agent at a price equal to 100% of the principal amount thereof (or, if
such Note provides for an amount less than the principal amount thereof to be
due and payable upon redemption or a declaration of acceleration of the maturity
thereof pursuant to this Section (hereinafter an "Original Issue Discount
Note"), such portion of the principal amount as may be specified in the terms of
such Note), together with accrued interest to such date, upon presentation and
surrender of such Note and all coupons appertaining thereto maturing after such
date, unless prior to such date all Events of Default in respect of all such
Notes of such Series shall have been cured.
9. Additional Payments; Tax Redemption.
(a) U.S. Additional Amounts. The relevant Issuer or (in the case of Notes issued
by an Issuer other than GE Capital) the Guarantor will, subject to certain
exceptions and limitations set forth below, pay such additional amounts (the
"U.S. Additional Amounts" and, together with the Australian Additional Amounts,
the Canadian Additional Amounts and Other Additional Amounts (as such terms are
hereinafter defined), the "Additional
<PAGE>
Amounts") to the holder of any Note of any Series or of any interest coupon
appertaining thereto who is a United States Alien (as defined below) as may be
necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or other governmental charge imposed upon or as a result
of such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon to be then due and payable. However, the relevant Issuer or
the Guarantor, as the case may be, will not be required to make any payment of
U.S. Additional Amounts to any such holder for or on account of:
(i) any such tax, assessment or other governmental charge which
would not have been so imposed but for (1) the existence of
any present or former connection between such holder (or
between a fiduciary, settlor, beneficiary, member or
shareholder of such holder, if such holder is an estate, a
trust, a partnership or a corporation) and the United States,
including, without limitation, such holder (or such fiduciary,
settlor, beneficiary, member or shareholder) being or having
been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having,
or having had, a permanent establishment therein or (2) the
presentation by the holder of any such Note or coupon for
payment on a date more than 15 calendar days after the date on
which such payment became due and payable or the date on which
payment thereof is duly provided for, whichever occurs later;
(ii) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental
charge;
(iii) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as a personal
holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment
company with respect to the United States or as a corporation
which accumulates earnings to avoid United States federal
income tax or as a private foundation or other tax-exempt
organization;
(iv) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments on or in
respect of any Note;
(v) any tax, assessment or other governmental charge required to
be withheld by any paying agent from any payment of principal
of, premium or interest on, any Note, if such payment can be
made without such withholding by any other paying agent in a
city in Western Europe;
(vi) any tax, assessment or other governmental charge which would
not have
<PAGE>
been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the
nationality, residence or identity of the holder or beneficial
owner of such Note, if such compliance is required by statute
or by regulation of the United States or of any political
subdivision or taxing authority thereof or therein as a
precondition to relief or exemption from such tax, assessment
or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as the actual
or constructive owner of 10% or more of the total combined
voting power of all classes of stock entitled to vote of the
relevant Issuer or of the Guarantor or as a direct or indirect
subsidiary of the relevant Issuer or of the Guarantor; or
(viii) any combination of any of items (i), (ii), (iii), (iv), (v),
(vi) and (vii);
nor shall U.S. Additional Amounts be paid with respect to any payment on
any such Note to a United States Alien who is a fiduciary or partnership or
other than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the U.S. Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
such Note.
The term "United States Alien" means a beneficial owner of a Note that is
not, for United States federal income tax purposes, (i) a citizen or resident of
the United States, (ii) a corporation or partnership created or organized in or
under the laws of the United States, any state thereof or the District of
Columbia (unless, in the case of a partnership, Treasury regulations provide
otherwise), (iii) an estate whose income is subject to United States federal
income tax regardless of its source, or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust. Notwithstanding the preceding sentence,
to the extent provided in Treasury regulations, certain trusts in existence on
August 20, 1996, and treated as United States person prior to such date, that
elect to continue to be treated as United States persons, will also not be a
United States Alien.
(b) Australian Additional Amounts. All payments of principal and interest in
respect of Notes issued by an Australian Subsidiary Issuer and any interest
coupons appertaining thereto will be made without withholding of or deduction
for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of the
Commonwealth of Australia or any political subdivision thereof or any authority
or agency therein or thereof having power to tax unless the withholding or
deduction of such taxes, duties, assessments or charges is
<PAGE>
required by law or the application, administration or interpretation thereof. In
the event that such withholding or deduction is so required, the Australian
Subsidiary Issuer (in the case of Notes issued by such Australian Subsidiary
Issuer) or the Guarantor (if the Guarantor is required to make payments under
the Guarantee) shall pay (subject to the right of redemption of such Australian
Subsidiary Issuer referred to above in Section 6 - "Redemption; Sinking Funds;
Repayment at the Option of the Holder") such additional amounts (the "Australian
Additional Amounts") as may be necessary in order that the net amounts received
by the holders of Notes and coupons appertaining thereto after such withholding
or deduction shall equal the respective amounts of principal and interest which
otherwise would have been received by them in respect of the Notes or coupons,
as the case may be, in the absence of such withholding or deduction, except that
no Australian Additional Amounts shall be payable with respect to any Note or
coupon presented for payment:
(i) by or on behalf of a holder who is subject to such taxes,
duties, assessments or governmental charges by reason of his
being resident or deemed to be resident in Australia or
otherwise than merely by the holding or use or deemed holding
or use outside Australia or ownership as a non-resident of
Australia of such Notes or coupons; or
(ii) by or on behalf of a holder who is a resident of Australia
where no additional amount would have been required to be paid
had a tax file number been quoted to the relevant Australian
Subsidiary Issuer in respect of the relevant Note before the
due date for payment in respect of the relevant Note
("resident" and "tax file number" having the same meaning for
this purpose as they have in the Income Tax Assessment Act
1936 (as amended) of Australia); or
(iii) by or on behalf of a holder who is subject to such taxes,
duties, assessments or government charges which would not have
been so imposed but for the presentation by the holder of any
such Note or coupon for payment on a date more than 15 days
after the date on which such payment became due and payable or
the date on which payment thereof is duly provided for,
whichever occurs later; or
(iv) by or on behalf of a holder who is an associate of the Company
within the meaning of section 128F of the Australian Income
Tax Assessment Act 1936 where interest witholding tax is
payable in respect of that payment by reason of section
128F(6) of that Act.
(c) Canadian Additional Amounts. All payments of principal and interest in
respect of Notes issued by a Canadian Subsidiary Issuer and any interest coupons
appertaining thereto will be made without withholding of or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of the Government
of Canada or any province or territory or political subdivision thereof or any
authority or agency therein or thereof having power to tax unless the
withholding or deduction of such taxes, duties,
<PAGE>
assessments or charges is required by law or the application, administration or
interpretation thereof. In the event that such withholding or deduction is so
required, the Canadian Subsidiary Issuer (in the case of Notes issued by such
Canadian Subsidiary Issuer) or the Guarantor (if the Guarantor is required to
make payments under the Guarantee) shall pay (subject to the right of redemption
of such Canadian Subsidiary Issuer referred to above in Section 6 - "Redemption;
Sinking Funds; Repayment at the Option of the Holder") such additional amounts
(the "Canadian Additional Amounts") as may be necessary in order that the net
amounts received by the holders of Notes and coupons appertaining thereto after
such withholding or deduction shall equal the respective amounts of principal
and interest which otherwise would have been received by them in respect of such
Notes or coupons, as the case may be, in the absence of such withholding or
deduction, except that no Canadian Additional Amounts shall be payable with
respect to any such Note or coupon presented for payment:
(i) by or on behalf of a holder who is subject to such taxes,
duties, assessments or charges otherwise than merely by the
holding or use or deemed holding or use outside Canada or
ownership as a non-resident of Canada of such Note or coupon;
or
(ii) by or on behalf of a holder in respect of whom such taxes,
duties, assessments or charges are required to be withheld or
deducted by reason of the holder being a person with whom the
relevant Canadian Subsidiary Issuer is not dealing at arm's
length (within the meaning of the Income Tax Act (Canada)); or
(iii) more than 15 days after the Relevant Date (as defined below),
except to the extent that the holder thereof would have been
entitled to such Canadian Additional Amounts on presenting
such Note or coupon for payment on the last day of such period
of 15 days.
The term "Relevant Date" means the later of (i) the date on which payment
in respect of the relevant Note or Coupon becomes due and payable; and (ii) if
the full amount of the moneys payable on such date has not been received by the
Fiscal and Paying Agent on or prior to such date, the date on which the full
amount of such moneys having been so received, notice of such receipt is duly
published in accordance with the terms set out under Section 20- "Notices to
Parties" below.
(d) Other Additional Amounts. In the case of Notes issued by an Additional
Issuer acceding to this Agreement pursuant to Section 19 hereof, all payments of
principal and interest in respect of Notes issued by such Issuer and any
interest coupons appertaining thereto will be made without withholding of or
deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of the jurisdiction of organization of such Issuer or any political
subdivision thereof or any authority or agency therein or thereof having power
to tax unless the withholding or deduction of such taxes, duties, assessments or
charges is required by law or the application, administration or interpretation
thereof. In the event
<PAGE>
that such withholding or deduction is so required, such Issuer or the Guarantor
(if the Guarantor is required to make payments under the Guarantee) shall pay
(subject to the right of redemption of such Issuer referred to above in Section
6 - "Redemption; Sinking Funds; Repayment at the Option of the Holder") such
additional amounts (the "Other Additional Amounts") as may be necessary in order
that the net amounts received by the holders of Notes and coupons appertaining
thereto after such withholding or deduction shall equal the respective amounts
of principal and interest which otherwise would have been received by them in
respect of the Notes or coupons, as the case may be, in the absence of such
withholding or deduction, except that no Other Additional Amounts shall be
payable with respect to any Note or coupon as are provided in the form of Notes
certified to the Fiscal and Paying Agent in accordance with Section 2(b) hereof
or otherwise provided in such applicable Corporate Order under which a Series of
Notes is issued by such Additional Issuer as contemplated by Section 2(c)
hereof; provided, however, that the form of Notes certified to the Fiscal and
Paying Agent in accordance with Section 2(b) hereof or the applicable Corporate
Order under which a Series of Notes is issued by an Additional Issuer as
contemplated by Section 2(c) hereof may amend, modify or replace these
provisions, as necessary to conform such Issuer's obligation to pay additional
amounts on such Notes to applicable laws, rules or regulations of the country of
incorporation or organization of such Issuer or any political subdivision
thereof or any authority or agency therein or thereof having power to tax, or to
comply with any official position regarding the application or interpretation of
such laws, rules or regulations, including any guidance from an official source.
(e) Tax Redemption - General. All Notes of the same Series may be redeemed in
whole but not in part, at the option of the relevant Issuer at any time prior to
maturity, upon the giving of a notice of redemption, at a redemption price
(except as otherwise specified herein or in the applicable Corporate Order)
equal to 100% of the principal amount thereof, together with accrued interest to
the date fixed for redemption, or, in the case of Original Issue Discount Notes,
at 100% of the portion of the face amount thereof that has accreted to the date
of redemption, if the relevant Issuer or (in the case of Notes issued by an
Issuer other than GE Capital) the Guarantor determines that, as a result of any
change in or amendment to the laws (or any regulations or ruling promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or ruling, which change or amendment becomes effective on or after the date of
issuance of the first Tranche of Notes of such Series (if sold on an agency
basis) or the date on which an Agent acting as principal agreed to purchase such
Tranche of Notes, the relevant Issuer or the Guarantor, as the case may be, has
or will become obligated to pay U.S. Additional Amounts with respect to such
Notes as described under Section 9(a) hereof. Prior to the giving of any notice
of redemption pursuant to this paragraph, the relevant Issuer shall deliver to
the Fiscal and Paying Agent, (i) a certificate stating that the relevant Issuer
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of such Issuer to so redeem
have occurred (the date on which such certificate is delivered to the Fiscal and
Paying Agent is herein called the "Redemption Determination Date"), and (ii) an
opinion of counsel satisfactory to the Fiscal Agent to such effect based on such
<PAGE>
statement of facts; provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the relevant Issuer or
the Guarantor, as the case may be, would be obligated to pay such U.S.
Additional Amounts if a payment in respect of such Notes were then due.
Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice.
If any date fixed for redemption is a date prior to the Exchange Date for
a temporary global Bearer Note, payment on such redemption date will be made
subject to receipt of a certificate substantially in the form set forth in
Exhibit B-1, delivery of which is a condition to payment of such Notes.
(f) Tax Redemption: Notes Issued by an Australian Subsidiary Issuer. All Notes
of the same Series issued by an Australian Subsidiary Issuer may be redeemed, at
the option of such Australian Subsidiary Issuer (in the case of Notes issued by
such Australian Subsidiary Issuer) in whole but not in part, at any time prior
to maturity, upon the giving of a notice of redemption as described under
Section 9(e) hereof, at a redemption price (except as otherwise specified herein
or in the applicable Corporate Order) equal to 100% of the principal amount
thereof, together with accrued interest to the date fixed for redemption, or, in
the case of Original Issue Discount Notes, at 100% of the portion of the face
amount thereof that has accreted to the date of redemption, if such Australian
Subsidiary Issuer or the Guarantor, as the case may be, determines that, as a
result of any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of Australia or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, including any change effected by guidance in any form from an
official source, which change or amendment becomes effective on or after the
date of issuance of the first Tranche of Notes of such Series (if sold on an
agency basis) or the date on which an Agent acting as principal agrees to
purchase such Tranche of Notes, such Australian Subsidiary Issuer or the
Guarantor, as the case may be, has or will become obligated to pay Australian
Additional Amounts with respect to the Notes as described under Section 9(b)
hereof. Prior to the giving of any notice of redemption pursuant to this
paragraph the relevant Australian Subsidiary Issuer or the Guarantor, as the
case may be, shall deliver to the Fiscal Agent (i) a certificate stating that
such Australian Subsidiary Issuer is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the
right of such Australian Subsidiary Issuer to so redeem have occurred and (ii)
an opinion of counsel satisfactory to the Fiscal Agent to such effect based on
such statement of facts; provided that no such notice of redemption shall be
given earlier than 90 days prior to the earliest date on which such Australian
Subsidiary Issuer or the Guarantor, as the case may be, would be obligated to
pay such Australian Additional Amounts if a payment in respect of such Notes
were then due.
<PAGE>
(g) Tax Redemption: Notes Issued by a Canadian Subsidiary Issuer. All Notes of
the same Series issued a Canadian Subsidiary Issuer may be redeemed, at the
option of such Canadian Subsidiary Issuer (in the case of Notes issued by such
Canadian Subsidiary Issuer) in whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described under Section
9(e) hereof, at a redemption price (except as otherwise specified herein or in
the applicable Corporate Order) equal to 100% of the principal amount thereof,
together with accrued interest to the date fixed for redemption, or, in the case
of Original Issue Discount Notes, at 100% of the portion of the face amount
thereof that has accreted to the date of redemption, if such Canadian Subsidiary
Issuer or the Guarantor, as the case may be, determines that, as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of Canada or of any province or territory or political subdivision
thereof or any authority or agency therein or thereof having power to tax, or
any change in official position regarding the application or interpretation of
such laws, regulations or rulings, including any change effected by guidance in
any form from an official source, which change or amendment becomes effective on
or after the date of issuance of the first Tranche of Notes of such Series (if
sold on an agency basis) or the date on which an Agent acting as principal
agreed to purchase such Tranche of Notes, such Canadian Subsidiary Issuer or the
Guarantor, as the case may be, has or will become obligated to pay Canadian
Additional Amounts with respect to the Notes as described under Section 9(c)
hereof. Prior to the giving of any notice of redemption pursuant to this
paragraph, the relevant Canadian Subsidiary Issuer or the Guarantor, as the case
may be, shall deliver to the Fiscal Agent (i) a certificate stating that such
Canadian Subsidiary Issuer is entitled to effect such redemption and setting
forth a statement of facts showing that the conditions precedent to the right of
such Canadian Subsidiary Issuer, to so redeem have occurred and (ii) an opinion
of counsel satisfactory to the Fiscal Agent to such effect based on such
statement of facts; provided that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which such Canadian
Subsidiary Issuer or the Guarantor, as the case may be, would be obligated to
pay such Canadian Additional Amounts if a payment in respect of such Notes were
then due.
(h) Tax Redemption: Notes Issued by Additional Issuers. All Notes of the same
Series issued by an Additional Issuer acceding to this Agreement pursuant to
Section 19 hereof may be redeemed, at the option of such Issuer, in whole but
not in part, at any time prior to maturity, upon the giving of a notice of
redemption as described under Section 9(e) hereof, at a redemption price (except
as otherwise specified herein or in the applicable Corporate Order) equal to
100% of the principal amount thereof, together with accrued interest to the date
fixed for redemption, or, in the case of Original Issue Discount Notes, at 100%
of the portion of the face amount thereof that has accreted to the date of
redemption, if such Issuer or the Guarantor, as the case may be, determines
that, as a result of any change in or amendment to the laws (or any regulations
or rulings promulgated thereunder) of the jurisdiction of such Issuer's
organization or of any political subdivision thereof or any authority or agency
therein or thereof having power to tax, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, including any change effected by guidance in any form from an official
source, which change or amendment becomes effective on or after the date of
<PAGE>
issuance of the first Tranche of Notes of such Series (if sold on an agency
basis) or the date on which an Agent acting as principal agreed to purchase such
Tranche of Notes, such Issuer or the Guarantor, as the case may be, has or will
become obligated to pay Other Additional Amounts with respect to the Notes as
described under Section 9(d) hereof. Prior to the giving of any notice of
redemption pursuant to this paragraph, such Issuer or the Guarantor, as the case
may be, shall deliver to the Fiscal Agent (i) a certificate stating that such
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of such Issuer to so
redeem have occurred and (ii) an opinion of counsel satisfactory to the Fiscal
Agent to such effect based on such statement of facts; provided that no such
notice of redemption shall be given earlier than 90 days prior to the earliest
date on which such Issuer or the Guarantor, as the case may be, would be
obligated to pay such Other Additional Amounts if a payment in respect of such
Notes were then due; provided, however, that the form of Notes certified to the
Fiscal and Paying Agent in accordance with Section 2(b) hereof or the applicable
Corporate Order under which a Series of Notes is issued by such Additional
Issuer as contemplated by Section 2(c) hereof may amend, modify or replace these
provisions, as necessary to conform such Issuer's right to redeem the Notes to
applicable laws, rules or regulations of the country or organization of such
Issuer or any political subdivisions thereof or any authority or agency therein
or thereof having power to tax, or to comply with any official position
regarding the application or interpretation of such laws, rules or regulations,
including any guidance from an official source.
(i) Special Tax Redemption of Bearer Notes. If the relevant Issuer or (in the
case of Notes issued by an Issuer other than GE Capital) the Guarantor shall
determine that any payment made outside the United States by such Issuer, the
Guarantor (if the Guarantor is required to make payments under the relevant
Guarantee) or any Paying Agent of principal or interest due in respect of any
Bearer Notes of any Series would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to such Issuer, the Guarantor, any
Paying Agent or any governmental authority of the nationality, residence or
identity of a beneficial owner of such Bearer Note or coupon who is a United
States Alien (other than such a requirement (a) which would not be applicable to
a payment made by such Issuer, the Guarantor or any Paying Agent (i) directly to
the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the relevant Issuer shall (in the
case of Notes issued by an Issuer other than a Canadian Subsidiary Issuer) or
may (in the case of Notes issued by a Canadian Subsidiary Issuer) redeem the
Bearer Notes of such Series, in whole, at a redemption price equal to 100% of
the principal amount thereof, together with accrued interest to the date fixed
for redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accreted to the date of redemption,
or, at the election of such Issuer or the Guarantor, if the conditions of the
next paragraph are satisfied, pay the additional amounts specified in such
paragraph. The relevant Issuer or
<PAGE>
the Guarantor, as the case may be, shall make such determination and election as
soon as practicable and publish prompt notice thereof (the "Determination
Notice") stating the effective date of such certification, identification or
other information reporting requirements, whether such Issuer will redeem the
Bearer Notes of such Series, or whether such Issuer or the Guarantor, as the
case may be, has elected to pay the U.S. Additional Amounts specified in the
next paragraph, and (if applicable) the last date by which the redemption of the
Bearer Notes of such Series must take place, as provided in the next succeeding
sentence. If the relevant Issuer redeems the Bearer Notes of such Series, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the relevant Issuer or the
Guarantor, as the case may be, shall elect by notice to the Fiscal and Paying
Agent at least 60 days prior to the date fixed for redemption. Notice of such
redemption of the Bearer Notes of such Series will be given to the holders of
such Bearer Notes not more than 60 nor less than 30 days prior to the date fixed
for redemption. Such redemption notice shall include a statement as to the last
date by which the Bearer Notes of such Series to be redeemed may be exchanged
for Registered Notes. Notwithstanding the foregoing, the relevant Issuer shall
not so redeem such Bearer Notes if such Issuer or the Guarantor shall
subsequently determine, not less than 30 days prior to the date fixed for
redemption, that subsequent payments would not be subject to any such
requirement, in which case such Issuer or the Guarantor shall publish prompt
notice of such determination and any earlier redemption notice shall be revoked
and of no further effect. The right of the holders of Bearer Notes called for
redemption pursuant to this paragraph to exchange such Bearer Notes for
Registered Notes will terminate at the close of business of the Principal Paying
Agent on the fifteenth day prior to the date fixed for redemption, and no
further exchanges of such Series of Bearer Notes for Registered Notes shall be
permitted.
If and so long as the certification, identification or other information
reporting requirements referred to above in the preceding paragraph would be
fully satisfied by payment of a backup withholding tax or similar charge, the
relevant Issuer or the Guarantor, as the case may be, may elect to pay as U.S.
Additional Amounts such amounts as may be necessary so that every net payment
made outside the United States following the effective date of such requirements
by such Issuer, the Guarantor or any Paying Agent of principal or interest,
including original issue discount, due in respect of any Bearer Note or any
coupon of which the beneficial owner is a United States Alien (but without any
requirement that the nationality residence of identity of such beneficial owner
be disclosed to such Issuer, the Guarantor, any Paying Agent or any governmental
authority, with respect to the payment of such additional amounts), after
deduction or withholding for or on account of such backup withholding tax or
similar charge (other than a backup withholding tax or similar charge which (i)
would not be applicable in the circumstances referred to in the third
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of presentation of such Bearer Note or coupon for payment
more than 15 days after the date on which such payment becomes due and payable
or on which payment thereof is duly provided for, whichever occurs later), will
not be less than the amount provided for in such Bearer Note or coupon to be
then due and payable. In the event the relevant Issuer or the Guarantor, as the
case may be, elects to pay any U.S. Additional Amounts pursuant to this
paragraph, such Issuer
<PAGE>
shall have the right to redeem the Bearer Notes of such Series in whole at any
time pursuant to the applicable provisions of the preceding paragraph and the
redemption price of such Bearer Notes shall not be reduced for applicable
withholding taxes. If such Issuer or the Guarantor, as the case may be, elects
to pay U.S. Additional Amounts pursuant to this paragraph and the condition
specified in the first sentence of this paragraph should no longer be satisfied,
then such Issuer shall (in the case of Notes issued by an Issuer other than a
Canadian Subsidiary Issuer) or may (in the case of Notes issued by a Canadian
Subsidiary Issuer) redeem the Bearer Notes of such Series in whole, pursuant to
the applicable provisions of the preceding paragraph.
10. Covenant of the Issuers and the Guarantor.
(a) Each Issuer and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor covenant and agree for the benefit of holders of all
Notes issued hereunder that they will duly and punctually pay or cause to be
paid the principal of, premium, if any, and interest, if any, on all such Notes
(together with any Additional Amounts) at the places, at the respective times
and in the manner provided in such Notes, in the coupons, if any appertaining
thereto, and in this Agreement. The interest on Notes issued with coupons
(together with any Additional Amounts) shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. If any temporary Bearer Note
provides that interest thereon may be paid while such Note is in temporary form,
the interest on any such temporary Bearer Note (together with any Additional
Amounts) shall be paid, as to the installments of interest only upon
presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Notes for notation thereon of
the payment of such interest, in each case subject to the restrictions set forth
in Section 5.
11. Obligations of the Fiscal and Paying Agent. The Fiscal and Paying Agent
accepts its obligations set forth herein and in the Notes upon the terms and
conditions hereof and thereof, including the following, to all of which each
Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the
Guarantor agree and to all of which the rights of the holders from time to time
of the Notes of each Series shall be subject:
(a) The Fiscal and Paying Agent shall be entitled to the compensation to be
agreed upon with the relevant Issuer and the Guarantor for all services rendered
by it, and such Issuer and the Guarantor agree promptly to pay such compensation
and to reimburse the Fiscal and Paying Agent for its reasonable out-of-pocket
expenses (including fees and expenses of counsel) incurred by it in connection
with the services rendered by it hereunder. The relevant Issuer and the
Guarantor also agree to indemnify the Fiscal and Paying Agent and each paying
agent of such Issuer and the Guarantor for, and to hold each of them harmless
against, any loss, liability or expense incurred without negligence or bad faith
on their part arising out of or in connection with their acting as Fiscal and
Paying Agent or paying agent of such Issuer and the Guarantor hereunder. The
obligations of such Issuer and the Guarantor under this subsection (a) shall
survive the payment of the Notes and the resignation or removal of the Fiscal
and Paying Agent and each paying agent of
<PAGE>
such Issuer and the Guarantor, as the case may be.
(b) In acting under this Agreement and in connection with the Notes, the Fiscal
and Paying Agent and each paying agent of the relevant Issuer and the Guarantor
are acting solely as agents of such Issuer and the Guarantor and do not assume
any obligation towards or relationship of agency or trust for or with any of the
beneficial owners or holders of the Notes except that all funds held by the
Fiscal and Paying Agent or any other paying agent of such Issuer and the
Guarantor for the payment of the principal of, premium and interest on (and
Additional Amounts, if any, with respect to) the Notes shall be held in trust by
them and applied as set forth herein and in the Notes, but need not be
segregated from other funds held by them, except as required by law; provided
that moneys paid by the relevant Issuer or the Guarantor to the Fiscal and
Paying Agent or any other paying agent of such Issuer or the Guarantor for the
payment of the principal of, premium and interest on (and Additional Amounts, if
any, with respect to) any of the Notes and remaining unclaimed at the end of
three years after the date on which such principal, premium or interest (or
Additional Amounts, if any) shall have become due and payable shall be repaid to
the relevant Issuer or the Guarantor, as the case may be, as provided and in the
manner set forth in Section 5, whereupon the aforesaid trust shall terminate and
all liability of the Fiscal and Paying Agent or any other paying agent of the
relevant Issuer and the Guarantor to such Issuer and the Guarantor with respect
to such moneys shall cease.
(c) The Fiscal and Paying Agent may consult with counsel and any advice or
written opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by it
hereunder in good faith and in accordance with such advice or opinion.
(d) The Fiscal and Paying Agent and each paying agent of the relevant Issuer and
the Guarantor shall be protected and shall incur no liability for or in respect
of any action taken or omitted to be taken or thing suffered by them in reliance
upon any Note, coupon, notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by them to be genuine
and to have been presented or signed by the proper party or parties.
(e) The Fiscal and Paying Agent or any paying agent of the relevant Issuer or
the Guarantor may, in its individual capacity or any other capacity, become the
owner of, or acquire any interest in, any Notes or other obligations of such
Issuer or the Guarantor with the same rights that it would have if it were not
the Fiscal and Paying Agent or such paying agent of such Issuer or the
Guarantor, and may engage or be interested in any financial or other transaction
with such Issuer or the Guarantor and may act on, or as depositary, trustee or
agent for, any committee or body of beneficial owners or holders of Notes or
other obligations of such Issuer or the Guarantor as freely as if it were not
the Fiscal and Paying Agent or such paying agent of such Issuer or the
Guarantor.
(f) Neither the Fiscal and Paying Agent nor any other paying agent of the
relevant Issuer or the Guarantor shall be under any liability for interest on
any moneys received by it
<PAGE>
pursuant to any of the provisions of this Agreement or the Notes.
(g) The recitals contained herein and in the Notes (except in the Fiscal and
Paying Agent's certificate of authentication) shall be taken as the statements
of the relevant Issuer and the Guarantor, and the Fiscal and Paying Agent
assumes no responsibility for the correctness of the same. The Fiscal and Paying
Agent does not make any representation as to the validity or sufficiency of this
Agreement or the Notes. Neither the Fiscal and Paying Agent nor any paying agent
of the relevant Issuer and the Guarantor shall be accountable for the use or
application by such Issuer of any of the Notes or the proceeds thereof.
(h) The Fiscal and Paying Agent and each paying agent of the relevant Issuer and
the Guarantor shall be obligated to perform such duties and only such duties as
are herein and in the Notes specifically set forth, and no implied duties or
obligations shall be read into this Agreement or the Notes against the Fiscal
and Paying Agent or any such paying agent. The Fiscal and Paying Agent shall not
be under any obligation to take any action hereunder which may tend to involve
it in any expense or liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it.
(i) Unless otherwise specifically provided herein or in the Notes, any order,
certificate, notice, request, direction or other communication from the relevant
Issuer or the Guarantor made or given under any provision of this Agreement
shall be sufficient if signed by the President, the Chief Executive Officer, any
Senior Vice President or Vice President, the Secretary or any Assistant
Secretary or any duly authorized attorney-in-fact of the relevant Issuer or the
Guarantor, as the case may be.
12. Maintenance and Resignation of Fiscal and Paying Agent
(a) The relevant Issuer and (in the case of Notes issued by an Issuer other than
GE Capital) the Guarantor agree, for the benefit of the beneficial owners from
time to time of the Notes, that, until all of the Notes and coupons are no
longer outstanding or until moneys for the payment of all of the principal of,
premium and interest on all outstanding Notes (and Additional Amounts, if any)
shall have been made available at the principal office of the Fiscal and Paying
Agent, and shall have been returned to the relevant Issuer or (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor as provided in
Section 11(b), whichever occurs earlier, there shall at all times be a Fiscal
and Paying Agent hereunder. The Fiscal and Paying Agent shall at all times
maintain a place of business in, or in lieu thereof maintain an agent for
service of process located in, London, England.
(b) The Fiscal and Paying Agent may at any time resign by giving written notice
of its resignation mailed to the relevant Issuer and the Guarantor specifying
the date on which its resignation shall become effective; provided that such
date shall be at least 90 days after the date on which such notice is given
unless such Issuer and the Guarantor agree to accept less notice. Upon receiving
such notice of resignation, the relevant Issuer and the Guarantor shall promptly
appoint a successor fiscal and paying agent, qualified as aforesaid, by written
instrument in duplicate signed on behalf of such Issuer and the
<PAGE>
Guarantor, one copy of which shall be delivered to the resigning Fiscal and
Paying Agent and one copy to the successor fiscal and paying agent. Such
resignation shall become effective upon the earlier of (i) the effective date of
such resignation or (ii) the acceptance of appointment by the successor fiscal
and paying agent as provided in subsection (c). The relevant Issuer and the
Guarantor may, at any time and for any reason, and shall, upon any event set
forth in the next succeeding sentence, remove the Fiscal and Paying Agent and
appoint a successor fiscal and paying agent, qualified as aforesaid, by written
instrument in duplicate signed on behalf of such Issuer and the Guarantor, one
copy of which shall be delivered to the Fiscal and Paying Agent being removed
and one copy to the successor fiscal and paying agent. The Fiscal and Paying
Agent shall be removed as aforesaid if it shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Fiscal and
Paying Agent or of its property shall be appointed, or any public officer shall
take charge or control of it or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation. Any removal of the Fiscal and
Paying Agent and any appointment of a successor fiscal and paying agent shall
become effective upon acceptance of appointment by the successor fiscal and
paying agent as provided in subsection (c). Upon its resignation or removal, the
Fiscal and Paying Agent shall be entitled to the payment by the relevant Issuer
or the Guarantor of its compensation for the services rendered hereunder and to
the reimbursement of all reasonable out-of-pocket expenses incurred in
connection with the services rendered by it hereunder (including any resignation
expenses of the Fiscal and Paying Agent and fees and expenses of counsel).
(c) Any successor fiscal and paying agent appointed as provided in subsection
(b) shall execute and deliver to its predecessor and to the relevant Issuer and
the Guarantor an instrument accepting such appointment hereunder, and thereupon
such successor fiscal and paying agent, 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 Fiscal and Paying Agent hereunder, and such predecessor, upon payment
of its compensation and out-of-pocket expenses then unpaid, shall pay over to
such successor agent all moneys or other property at the time held by it
hereunder.
(d) Any corporation or bank into which the Fiscal and Paying Agent may be merged
or converted, or with which the Fiscal and Paying Agent may be consolidated, or
any corporation or bank resulting from any merger, conversion or consolidation
to which the Fiscal and Paying Agent shall be a party, or any corporation or
bank succeeding to the fiscal agency business of the Fiscal and Paying Agent
shall be the successor to the Fiscal and Paying Agent hereunder (provided that
such corporation or bank shall be qualified as aforesaid) without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.
13. Paying Agency. Each Issuer and (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor hereby initially appoints Chase Manhattan
Bank Luxembourg S.A. as its paying agent for the Notes outside the United States
(a "Paying Agent"). Each Issuer and the Guarantor shall cause each Paying Agent
appointed by such Issuer and the Guarantor to execute and deliver to the Fiscal
and Paying Agent an instrument in which
<PAGE>
such agent shall agree with the Fiscal and Paying Agent, subject to the
provisions of this Section,
(1) that it will hold all sums held by it as such agent for the payment of
the principal of, premium, if any, or interest, if any, on such Notes
(whether such sums have been paid to it by the Issuer or the Guarantor or
by any other obligor on such Notes) in trust for the benefit of the
holders of such Notes, or the coupons appertaining thereto, if any;
(2) that it will give the Fiscal and Paying Agent notice of any failure by
any such Issuer or the Guarantor (or by any other obligor on such Notes)
to make any payment of the principal of, premium, if any, or interest, if
any, on such Notes when the same shall be due and payable; and
(3) that at any time during the continuance of any failure by any such
Issuer or the Guarantor (or by any other obligor on such Notes) specified
in the preceding paragraph (2), such paying agent will, upon the written
request of the Fiscal and Paying Agent, forthwith pay to the Fiscal and
Paying Agent all sums so held in trust by it.
The Fiscal and Paying Agent shall arrange with all such paying agencies
for the payment, from funds furnished by each Issuer and the Guarantor to the
Fiscal and Paying Agent pursuant to this Agreement, of the principal of, premium
and interest on the Notes (and Additional Amounts, if any, with respect to the
Notes).
14. Merger, Consolidation, Sale or Conveyance.
(a) Each Issuer and (in the case of Notes issued by an Issuer other than
GE Capital) the Guarantor covenant that they will not merge or consolidate with
any other corporation or sell, convey, transfer or otherwise dispose of all or
substantially all of their respective assets to any corporation, unless (i)
either such Issuer or the Guarantor, as the case may be, shall be the continuing
corporation, or the successor corporation (if other than such Issuer or the
Guarantor) shall be (a) with respect to GE Capital, a corporation organized and
existing under the laws of the United States of America or a state thereof, (b)
with respect to any Australian Subsidiary Issuer, a corporation incorporated
under the laws of Australia or any political subdivision thereof, (c) with
respect to any Canadian Subsidiary Issuer, a corporation incorporated under the
laws of Canada or any province of territory thereof, and (d) with respect to
each Additional Issuer, a corporation incorporated under the laws of the country
of incorporation or organization of such Issuer, and in each case such successor
corporation shall expressly assume the due and punctual payment of the principal
of, and premium, if any, and interest, if any, on all the Notes and coupons, if
any, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Agreement and the
Notes to be performed by such Issuer or the Guarantor, as the case may be,
executed and delivered to the Fiscal and Paying Agent by such corporation, and
(ii) such Issuer or the Guarantor or such successor corporation, as the case may
be, shall not, immediately after such merger or
<PAGE>
consolidation, or such sale, conveyance, transfer or other disposition, be in
default in the performance of any such covenants or conditions.
(b) 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 relevant Issuer or the Guarantor, as the case may be, with
the same effect as if it had been named herein as such Issuer or the Guarantor,
and such Issuer or the Guarantor shall be relieved of any further obligation
under this Agreement and under the Notes and coupons, if any, and may be
dissolved, wound up and liquidated at any time thereafter. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the relevant Issuer or the Guarantor, as the case may be,
any or all of the Notes issuable hereunder together with any coupons
appertaining thereto which theretofore shall not have been signed by such Issuer
or the Guarantor and delivered to the Fiscal and Paying Agent; and, upon the
order of such successor corporation, instead of such Issuer or the Guarantor and
subject to all the terms, conditions and limitations in this Agreement
prescribed, the Fiscal and Paying Agent shall authenticate and shall deliver any
Notes together with any coupons appertaining thereto which previously shall have
been signed and delivered to the Fiscal and Paying Agent for that purpose. All
Notes appertaining thereto shall in all respects have the same legal rank and
benefit under this Agreement as the Notes theretofore or thereafter issued in
accordance with the terms of this Agreement as though all or such Notes had been
issued at the date of the execution hereof.
In case of any such consolidation, merger, sale, conveyance, transfer or
other disposition, such changes in phraseology and form (but not in substance)
may be made in the Notes and coupons thereafter to be issued as may be
appropriate.
15. Meetings of Holders of the Notes.
(a) Each Issuer or (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor may at any time call a meeting of the holders of the
Notes of any or all Series, such meeting to be held at such time and at such
place as such Issuer or the Guarantor shall determine, for the purpose of
obtaining a waiver of or an amendment to any provision of this Agreement or the
Notes of any Series (to the extent permitted in Section 18 hereof). For purposes
of this Section, "holders of a global Bearer Note" shall be those persons shown
on the records of the Euroclear Operator, Cedelbank, or another clearance system
in which such Notes are held, as the case may be, as having interests in such
global Bearer Note credited to their respective securities clearance accounts on
the date on which notice of the meeting is given. Notice of any meeting of
Noteholders, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be (i) if any
Bearer Notes of a Series affected are then outstanding, published prior to the
date fixed for the meeting at least once a week for three successive weeks in a
daily newspaper in the English language of general circulation in London,
England and if the Notes of such Series are listed on the Luxembourg Stock
Exchange and such Exchange so requires, in a daily newspaper (as
<PAGE>
defined in Section 6(a) hereof) of general circulation in Luxembourg or, if
publication in either London or Luxembourg is not practical, elsewhere in
Western Europe and (ii) if any Registered Notes of a Series affected are then
outstanding, mailed to the holders of then outstanding Registered Notes of each
Series affected at their addresses as they shall appear on the books of the
Registrar. The first publication or mailing of notice, in the case of Registered
Notes, shall be made not less than 20 nor more than 180 days prior to the date
fixed for such meeting. Such publication is expected to be made in the Financial
Times and (if such Series of Notes is listed on the Luxembourg Stock Exchange)
the Luxemburger Wort. To be entitled to vote at any meeting of holders of Notes
a person shall be (i) a holder of one of more Notes of the relevant Series with
respect to which such meeting is being held or (ii) a person appointed by an
instrument in writing as proxy by the holder of one or more such Notes. The only
persons who shall be entitled to be present or to speak at any meeting of the
holders of the Notes of any Series shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the relevant Issuer, the
Guarantor and their counsel.
(b) The persons entitled to vote a majority in principal amount of the Notes of
the relevant Series at the time outstanding shall constitute a quorum for the
purpose of obtaining any such waiver or amendment. No business shall be
transacted in the absence of a quorum, unless a quorum is present when the
meeting is called to order. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall be adjourned for a period
of not less than 10 calendar days as determined by the chairman of the meeting.
In the absence of a quorum within 30 minutes of the time appointed for any such
adjourned meeting, such adjourned meeting shall be further adjourned for a
period of not less than 10 calendar days as determined by the chairman of the
meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided above except that such notice need be published only once, but must be
mailed or published not less than five days prior to the date on which the
meeting is scheduled to be reconvened. Subject to the foregoing, at the
reconvening of any meeting further adjourned for lack of a quorum, the persons
entitled to vote 25% in principal amount of the Notes of the relevant Series at
the time outstanding shall constitute a quorum for the taking of any action set
forth in the notice of the original meeting. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage of the aggregate
principal amount of the outstanding Notes of the relevant Series which shall
constitute a quorum.
(c) At a meeting or an adjourned meeting duly reconvened and at which a quorum
is present as aforesaid, any resolution with respect to such waiver or amendment
shall be effectively passed and decided if passed and decided by the favorable
vote of persons entitled to vote the lesser of (i) a majority in the principal
amount of the Notes of the relevant Series then outstanding or (ii) 75% in
principal amount of such Notes represented and voting at the meeting. Any
Noteholder who has executed an instrument in writing appointing a person as
proxy shall be deemed to be present for the purposes of determining a quorum and
be deemed to have voted; provided that such Noteholder shall be considered as
present and voting only with respect to the matters covered by such instrument
in writing (which may include authorization to vote on any other matters as may
come before the meeting). Any
<PAGE>
resolution passed or decision taken at any meeting of Noteholders duly held in
accordance with this Section shall be conclusive and binding on all the
Noteholders of the relevant Series whether or not present or represented at the
meeting.
(d) The holding of definitive Bearer Notes of the relevant Series for purposes
of this Section shall be proved by the production of such Notes or by a
certificate executed by any trust company, bank, banker or recognized securities
dealer satisfactory to the relevant Issuer and the Guarantor, wherever situated,
if such certificate shall be deemed by such Issuer and the Guarantor to be
satisfactory. Each such certificate shall be dated and shall state that on the
date thereof a Note of the relevant Series bearing a specified identifying
number was deposited with or exhibited to such trust company, bank, banker or
recognized securities dealer by the person named in such certificate. Any such
certificate may be issued in respect of one or more such Bearer Notes specified
therein. The holding of an interest in any global Bearer Note of the relevant
Series shall be proved by a certificate of the Euroclear Operator, Cedelbank or
another clearance system in which such Notes are held, as the case may be. The
holding by the person named in any such certificate of any such Bearer Note or
interest in a global Bearer Note specified therein shall be presumed to continue
for a period of one year from the date of such certificate unless at the time of
any determination of such holding (i) another certificate bearing a later date
issued in respect of the same Bearer Note or interest in a global Bearer Note
shall be produced, (ii) such Bearer Note specified in such certificate shall be
produced by some other person or (iii) such Bearer Note specified in such
certificate shall have ceased to be outstanding. The appointment of any proxy
shall be proved by having the signature of the person executing the proxy
witnessed or guaranteed by any bank, banker, trust company or New York Stock
Exchange member firm satisfactory to the relevant Issuer and the Guarantor.
(e) Each Issuer and the Guarantor shall appoint a temporary chairman of the
meeting. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the holders of a majority in principal amount of the Notes of
the relevant Series represented at the meeting. At any meeting each Noteholder
of the relevant Series or proxy shall be entitled to one vote for each 1,000
U.S. dollars (or the equivalent thereof in any foreign or composite currency) of
principal amount (in the case of Original Issue Discount Notes of the relevant
Series, such principal amount thereof that would be due and payable as of the
date of such meeting upon a declaration of acceleration of the maturity thereof
pursuant to Section 8) of such Notes held or represented by such Noteholder or
proxy; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Note of the relevant Series 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 except as a Noteholder or proxy. Any meeting
of Noteholders duly called at which a quorum is present may be adjourned from
time to time, and the meeting may be held as so adjourned without further
notice.
(f) The vote upon any resolution submitted to any meeting of Noteholders shall
be by written ballot on which shall be subscribed the signatures of such
Noteholders or proxies and on which shall be inscribed the principal amount (in
the case of Original Issue Discount
<PAGE>
Notes of the relevant Series, such principal amount thereof that would be due
and payable as of the date of such vote upon a declaration of acceleration of
the maturity thereof pursuant to Section 8) and the identifying number or
numbers of the Notes of such Series 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 Noteholders 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 published as provided
above. The record will show the principal amount of the Notes (in the case of
Original Issue Discount Notes, such principal amount thereof that would be due
and payable as of the date of such vote upon a declaration of acceleration of
the maturity thereof pursuant to Section 8) voting in favor of or against any
resolution. The record shall be signed and verified by the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
relevant Issuer or the Guarantor and the other to the Fiscal and Paying Agent to
be preserved by the Fiscal and Paying Agent, 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.
16. Consent of Holders.
(a) Any authorization, direction, notice, consent, waiver, amendment or other
action provided by the provisions of this Agreement or the Notes of any Series
to be given or taken by holders (which term as used in this Section shall mean
with respect to any global Bearer Note those persons shown on the records of the
Euroclear Operator, Cedelbank and/or another clearance system, as the case may
be, as having interests in such global Bearer Note credited to their respective
securities clearance accounts) of Notes of such Series may be embodied in and
evidenced by one or more instruments of substantially similar tenor, listing the
serial number of the Note or Notes of such Series in respect of which each such
instrument is submitted, signed by the requisite number of such holders in
person or by their agent duly appointed in writing; and, except as herein or
therein expressly provided, any such instrument shall become irrevocable when
delivered, and such action shall become effective when such instrument signed by
such holders is delivered to the Fiscal and Paying Agent or other paying agency
of the relevant Issuer and (in the case of Notes issued by an Issuer other than
GE Capital) the Guarantor. Proof of execution of any such instrument or of a
writing appointing any such agent by the holder of any such Note shall be
sufficient for any such purpose of this Agreement or such Notes and conclusive
in favor of (i) the Fiscal and Paying Agent or other paying agency of such
Issuer and the Guarantor and (ii) such Issuer and the Guarantor if made in the
manner provided in this Section.
(b) The fact and date of execution of any such instrument and the fact that any
person is the holder of the Note or Notes of any Series of which the serial
numbers are listed in
<PAGE>
such instrument may be proved by the certificate of a financial institution of
recognized standing to such effect, or in any other manner which the relevant
Issuer and the Guarantor deem sufficient.
(c) Any authorization, direction, notice, consent, waiver or other action by the
holder of any Note shall bind every future holder of such Note in respect of
anything done, omitted or suffered to be done in reliance thereon, whether or
not notation of such action is made upon such Note.
17. Stamp Taxes. The relevant Issuer or the Guarantor will pay all stamp or
other documentary taxes or duties, if any, to which the execution or delivery of
this Agreement or the issuance of the Notes of any Series or any coupons
appertaining thereto may be subject.
18. Modifications and Amendments.
(a) This Agreement may be amended by the parties hereto, without the consent of
the holder (which term as used in this Section shall mean with respect to any
global Bearer Note those persons shown on the records of the Euroclear Operator,
Cedelbank or another clearance system, as the case may be, as having interests
in such global Bearer Note credited to their respective securities clearance
accounts) of any Note, for the purposes of (i) providing for the issuance of
Notes pursuant to Section 2 hereof; (ii) curing any ambiguity or correcting or
supplementing any provision contained herein which may be defective or
inconsistent with any other provision contained herein; (iii) adding to the
covenants of the relevant Issuer or (in the case of Notes issued by an Issuer
other than GE Capital) the Guarantor for the protection of the holders of all or
any Series of the Notes; (iv) effecting any assumption of the relevant Issuer's
or the Guarantor's obligations hereunder and under the Notes or the Guarantee by
a successor corporation pursuant to Section 14(a) of this Agreement; (v)
evidencing and providing for the acceptance of appointment hereunder by a
successor Fiscal and Paying Agent with respect to the Notes of one or more
Series; or (vi) amending this Agreement in any other manner which the parties
may mutually deem necessary or desirable and which shall not adversely affect
the interests of the holders of the Notes of any Series outstanding on the date
of such amendment. Nothing in the Fiscal Agency Agreement prevents the Issuers,
the Guarantor and the Fiscal Agent from amending the Fiscal Agency Agreement in
such a manner as to only have a prospective effect on Notes issued on or after
the date of such amendment.
(b) Modifications and amendments to this Agreement or the Notes of any Series or
the Guarantee may also be made, and future compliance therewith or past Event of
Default by the relevant Issuer or the Guarantor may be waived, by holders of not
less than a majority in aggregate principal amount of the Notes of such Series
(or, in each case, such lesser amount as shall have acted at a meeting of
holders of such Notes, pursuant to Section 15 of this Agreement); provided,
however, that no such modification or amendment to this Agreement or the Notes
may, without the consent of the holders of each such Note of such Series
affected thereby, (i) change the stated maturity of the principal of any such
Note of such Series or extend the time for payment of interest
<PAGE>
thereon; (ii) change the amount of the principal of an Original Issue Discount
Note of such Series that would be due and payable upon an acceleration of the
maturity thereof; (iii) reduce the amount of interest payable thereon or the
amount payable thereon in the event of redemption or acceleration; (iv) change
the currency of payment of principal of or any other amounts payable on any such
Note; (v) impair the right to institute suit for the enforcement of any such
payment on or with respect to any such Note or the Guarantee; (vi) reduce the
above-stated percentage of the principal amount of Notes of such Series the
consent of whose holders is necessary to modify or amend this Agreement or the
Notes of such Series or reduce the percentage of Note of such Series required
for the taking of action or the quorum required at any such meeting of holders
of Notes of such Series; or (vii) modify the foregoing requirements to reduce
the percentage of outstanding Notes of such Series necessary to waive any future
compliance or past default.
(c) Any such modification or amendments will be conclusive and binding on all
holders of Notes of the relevant Series and on all future holders of such Notes,
whether or not they have consented to such modifications or amendments and
whether or not notation of such modifications or amendments is made upon the
Notes of such Series.
19. Accession of Additional Issuers. Each of the Issuers, the Guarantor and the
Fiscal and Paying Agent acknowledge and agree that one or more additional
Issuers (each, an "Additional Issuer") may from time to time accede to this
Agreement upon the terms and conditions set forth below. On and after the
Accession Date (as defined below) with respect to an Additional Issuer, such
Additional Issuer shall be bound by the terms of this Agreement and shall be
entitled to all rights and benefits, and subject to all duties and obligations,
of an Issuer hereunder.
(a) Requirements as to Additional Issuers. Each Additional Issuer shall (i) be a
Subsidiary (as hereinafter defined) of GE Capital and (ii) only issue Notes
which are unconditionally and irrevocably guaranteed by GE Capital. As used
herein, "Subsidiary" shall have the meaning as set forth in Rule 1-02(x) of
Regulation S-X under the U.S. Securities Act of 1933, as amended.
(b) Conditions Precedent to Accession. On or prior to the date on which an
Additional Issuer shall accede as a party to this Agreement (the "Accession
Date"), each of the following conditions precedents must be fulfilled:
(i) such Additional Issuer, the Guarantor and the Fiscal and
Paying Agent shall have executed and delivered an Issuer
Accession Letter, substantially in the form attached hereto as
Exhibit E (each, an "Issuer Accession Letter"), together with
the attachments described therein;
(ii) such Additional Issuer and the Guarantor shall certify to the
Fiscal and Paying Agent the form of Notes to be executed and
authenticated from time to time for each Series of Notes
issued by such Additional Issuer as provided in Section 2(b)
hereof, including the form of the Guarantee
<PAGE>
to appear thereon which shall be substantially in the form of
Exhibit D-1 hereto, modified as appropriate to refer to such
Additional Issuer;
(iii) such Additional Issuer shall confirm that the Notes are being
issued pursuant to authority granted by its Board of Directors
or similar governing body, including any duly authorized
committee thereof, and certify the persons who are Issuer
Authorized Representatives of such Additional Issuer as
provided in Section 3(a) hereof; and
(iv) such Additional Issuer shall confirm that it has sent to each
Agent under the Euro MTN Distribution Agreement an Issuer
Accession Notice (as defined in the Euro MTN Distribution
Agreement) and provide a copy of such Issuer Accession Notice
to the Fiscal and Paying Agent together with such attachments
as are described therein.
20. Notices to Parties. All notices hereunder to the parties hereto shall be
deemed to have been given when sent by certified or registered mail, postage
prepaid, or by facsimile transmission, addressed to any party hereto as follows:
Address
GE Capital:
General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut 06927 U.S.A.
Attention: Senior Vice President-Corporate Treasury
and Global Funding Operation
Facsimile: 203-357-4975
Telephone: 203-357-4000
GEC Australia:
GE Capital Australia (A.C.N. 008 562 534)
Level 5, 55 Hunter Street
Sydney NSW 2000
Australia
Attention: Robert Johnston
Facsimile: 612-9338-4300
Telephone: 612-9338-4370
in each case with a copy to GE Capital in its capacity as
Guarantor delivered in accordance with this Section 20;
GEC Australia Funding:
<PAGE>
GE Capital Australia Funding Pty. Ltd. (A.C.N. 085 675 467)
572 Swan Street
Richmond, Victoria 3121
Australia
Attention: Lyn Boxall
Facsimile: 613-9921-6584
Telephone: 613-9921-6522
in each case with a copy to GE Capital in its capacity as
Guarantor delivered in accordance with this Section 20;
GEC Finance:
GE Capital Finance Australia (A.C.N. 008 583 588)
572 Swan Street
Richmond, Victoria 3121
Australia
Attention: Lyn Boxall
Facsimile: 613-9921-6584
Telephone: 613-9921-6522
in each case with a copy to GE Capital in its capacity as
Guarantor delivered in accordance with this Section 20;
GEC Canada:
General Electric Capital Canada Inc.
2300 Meadowvale Boulevard
Mississauga, Ontario
Canada L5N 5P9
Attention: Vice President and Counsel
Facsimile: 905-858-5456
Telephone: 905-858-6571
in each case with a copy to GE Capital in its capacity as
Guarantor delivered in accordance with this Section 20;
GEC Canada Funding:
GE Capital Canada Funding Company
c/o General Electric Capital Canada Inc.
2300 Meadowvale Boulevard
Missisauga, Ontario
Canada L5N 5P9
<PAGE>
Attention: Leslie Battrick, Assistant Secretary
Facsimile: (905) 858-5456
Telephone: (905) 858-6571
in each case with a copy to GE Capital in its capacity as
Guarantor delivered in accordance with this Section 20;
GEC Canada RFS:
GE Capital Canada Retailer Financial Services Company
c/o General Electric Capital Canada Inc.
2300 Meadowvale Boulevard
Mississauga, Ontario
Canada L5N 5P9
Attention: Leslie Battrick, Assistant Secretary
Facsimile: (905) 858-5456
Telephone: (905) 858-6571
in each case with a copy to GE Capital in its capacity as
Guarantor delivered in accordance with this Section 20;
Fiscal and Paying Agent:
The Chase Manhattan Bank,
London Branch
Trinity Tower
9 Thomas More Street
London E1 9YT, England
Attention: Manager, Global Trust Services Operations
Facsimile: 011-44-1202-347-438
Telephone: 011-44-1202-347-430
or at any other address of which either of the foregoing shall have notified the
other in writing.
Any notice, direction, request or demand by any holder of Notes or coupons
to or upon the Fiscal and Paying Agent shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the principal
London office of the Fiscal and Paying Agent, addressed to the attention of its
corporate trust office.
21. Notices to and by Holders of the Notes. Each Issuer and (in the case of
Notes issued by an Issuer other than GE Capital) the Guarantor will give notice
promptly to the holders of the Notes of the termination of appointment of any
paying agent of such Issuer and the Guarantor. Such notice shall be published in
a daily newspaper in the English language of general circulation in London,
England, and if the Series of Notes is listed on the Luxembourg Stock Exchange
and such Exchange so requires, in a daily newspaper of
<PAGE>
general circulation in Luxembourg or, if publication in either London or
Luxembourg is not practical, elsewhere in Western Europe. Such publication is
expected to be made in the Financial Times and (if such Series is listed on the
Luxembourg Stock Exchange) the Luxemburger Wort. Any notice to the holders of
Notes by publication shall be deemed to have been given on the date of such
publication, or if published in newspapers on different dates, on the date of
the first such publication.
Notice to holders of any Notes that are listed on the Paris Bourse will be
given by publication in a French language daily newspaper of general circulation
in Paris (which is expected to be La Tribune Desfosses) and such notice will
comply with the applicable rules of the Paris Bourse.
Notice to holders of any Notes that are listed on the Amsterdam Stock
Exchange will be given by publication in a leading daily newspaper in the
English language of general circulation in Amsterdam and London. So long as such
Notes are listed on the Amsterdam Stock Exchange and the rules of such Exchange
so require, such notice shall also be published in the Official Price List
("Officiele Prijscourant"). If publication in London or Amsterdam, as the case
may be, is not practical, such publication shall be made elsewhere in Western
Europe. Such publication is expected to be made in the Financial Times in London
and the Het Financieele Dagblad in Amsterdam. Such notices will be deemed to
have been given on the date of such publication or if published in such
newspapers on different dates, on the date of the first such publication.
So long as no definitive Notes are in issue in respect of a particular
Series, there may, so long as the global Note(s) for such Series is or are held
in its or their entirety on behalf of Euroclear, Cedelbank and/or another
clearance system, as the case may be, and the Notes for such Series are not
listed on the Luxembourg Stock Exchange or the Paris Bourse, as the case may be,
(or if so listed, for as long as the Luxembourg Stock Exchange or the Paris
Bourse, as the case may be, so permits), be substituted for such publication in
such newspaper(s) the delivery of the relevant notice to Euroclear, Cedelbank
and/or such other clearance system for communication by them to the holders of
the Notes. Any such notice shall be deemed to have been given to the holders of
the Notes on the seventh day after the day on which the said notice was given to
Euroclear, Cedelbank and/or such other clearance system.
Notices to be given by a Noteholder shall be in writing and given by
lodging the same, together with the relative Note or Notes, with the Agent.
Whilst any Notes are represented by a global Note, such notice may be given by a
Noteholder to the Agent via Euroclear, Cedelbank and/or another clearance
system, as the case may be, in such manner as the Agent and Euroclear, Cedelbank
and/or such other clearance system may approve for this purpose.
22. Business Day. For the purposes of this Agreement, "Business Day" shall mean,
unless otherwise specified in the form of Notes certified to the Fiscal and
Paying Agent pursuant to Section 2(b) hereof or contained in the Corporate Order
delivered pursuant to Section 2(c) hereof with respect to a particular Series of
Notes, any day other than a
<PAGE>
Saturday or Sunday or any other day on which banking institutions are generally
authorized or obligated by law or regulation to close in (i) the principal
financial center of the country of the currency in which the Notes are
denominated, (ii) the place at which payment on such Note or coupon is to be
made and (iii) London, England; provided, however, that with respect to Notes
denominated in Euro, such day is a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open. For
purposes of this definition, the principal financial center of the United States
is New York, the principal financial center of Australia is Sydney and the
principal financial center of Canada is Toronto, Ontario.
23. Central Bank Reporting Requirements. In addition to its other duties set
forth in this Agreement, the Fiscal and Paying Agent is hereby designated as the
relevant Issuer's and (in the case of Notes issued by an Issuer other than GE
Capital) the Guarantor's agent for the purpose of complying with notification,
reporting or other applicable requirements of the various central banks or
similar monetary authorities regulating Notes issued in Specified Currencies
other than U.S. dollars. Without limiting the generality of the foregoing, at
the date hereof such duties shall include the information reporting requirements
of the Bank of England with respect to any Series of Notes where the Specified
Currency is Pounds Sterling.
24. Governing Law. THIS AGREEMENT, THE NOTES AND ANY COUPONS APPERTAINING
THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, U.S.A.
25. Consent to Service. Each Issuer and (in the case of Notes issued by an
Issuer other than GE Capital) the Guarantor has designated the Senior Vice
President-Corporate Treasury and Global Funding Operation of each Issuer and the
Guarantor as authorized agent for service of process in any legal action or
proceeding arising out of or relating to the Fiscal Agency Agreement, the Notes
or the Guarantees brought in any federal or state court in the Borough of
Manhattan, the City of New York, State of New York and irrevocably submit to the
non-exclusive jurisdiction of such courts for such purposes (and only for such
purposes) as long as there are any outstanding Notes.
26. Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. Such counterparts shall
together constitute but one and the same instrument.
27. Inspection of Agreement. A copy of this Agreement shall be made available by
the Fiscal and Paying Agent for inspection at all reasonable times at its office
as stated in Section 20 and at the offices of the paying agents specified in the
Notes.
28. Descriptive Headings. The descriptive headings in this Agreement are for
convenience of reference only and shall not define or limit the provisions of
this Agreement.
29. Provisions Binding on Successors. All the covenants, stipulations, promises
and agreements in this Agreement contained by the relevant Issuer and (in the
case of Notes
<PAGE>
issued by an Issuer other than GE Capital) the Guarantor shall bind its
successors and assigns whether so expressed or not.
30. Official Acts by Successor Corporation. Any act or proceeding by any
provision of this Agreement authorized or required to be done or performed by
any board, committee or officer of the relevant Issuer or (in the case of Notes
issued by an Issuer other than GE Capital) the Guarantor 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 such
Issuer or the Guarantor.
31. Severability. In case any provision in this Agreement or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provision shall not in any way be affected or impaired thereby.
<PAGE>
IN WITNESS WHEREOF, the parties hereto, including GE Capital in its
capacity both as Issuer and as Guarantor of Notes to be issued by Issuers other
than GE Capital, have caused this Second Amended and Restated Fiscal and Paying
Agency Agreement to be duly executed as of the day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
Name: Jeffrey S. Werner
Title: Senior Vice President-Corporate
Treasury and Global Funding Operation
GE CAPITAL AUSTRALIA
GE CAPITAL AUSTRALIA FUNDING PTY. LTD.
GE CAPITAL FINANCE AUSTRALIA
By:
Name: Jeffrey S. Werner
Title: Authorized Signatory for each of the
foregoing
GENERAL ELECTRIC CAPITAL CANADA INC.
GE CAPITAL CANADA RETAILER FINANCIAL
SERVICES COMPANY
By:
Name: Jeffrey S. Werner
Title: Senior Vice President-Corporate
Treasury and Global Funding Operation
of each of the foregoing
GE CAPITAL CANADA FUNDING
COMPANY
By:
Name: Jeffrey S. Werner
Title: President
<PAGE>
THE CHASE MANHATTAN BANK,
LONDON BRANCH,
as Fiscal and Paying Agent
By:
-------------------------------
Title:
<PAGE>
EXHIBIT A
[COPY FROM EURO MTN DISTRIBUTION AGREEMENT]
<PAGE>
EXHIBIT B-1
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDELBANK]
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia (A.C.N. 008 562 534)]
[GE Capital Australia Funding Pty. Ltd. (A.C.N. 085 675 467)]
[GE Capital Finance Australia (A.C.N. 008 583 588)]
[General Electric Capital Canada Inc.]
[GE Capital Canada Funding Company]
[GE Capital Canada Retailer Financial Services Company]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally Guaranteed by
General Electric Capital Corporation]
Represented by Temporary Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account [(A) are
beneficially owned by persons that are not residents of Canada, except residents
of Canada to whom the principal amount of Notes so beneficially owned has been
sold and who acquired the same in compliance with the securities laws of Canada
or of the applicable province or territory thereof; and (B)] (i) are owned by
person(s) that are not citizens or residents of the United States, corporations
or partnerships created or organized in or under the laws of the United States,
any state thereof or the District of Columbia (unless, in the case of a
partnership, Treasury regulations provide otherwise), estates whose income is
subject to United States federal income tax regardless of its source, or trusts
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust (including certain
trusts in existence on August 20, 1996, and treated as United States person
prior to such date, that elect to continue to be treated as United States
persons) ("United States person(s)"), (ii) are owned by United States person(s)
that (a) are foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) acquired
the Notes through foreign
<PAGE>
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution hereby agrees, on its
own behalf or through its agent, that you may advise the Issuer or the Issuer's
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if
the owner of the Notes is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) such financial institution has not acquired the Notes for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
This certification excepts and does not relate to $___ of such interest in
the above Notes in respect of which we are not able to certify and as to which
we understand exchange and delivery of definitive Notes (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.
We understand that this certification is required in connection with
[certain securities laws of Canada and] certain tax laws and, if applicable,
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: _______________________
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
<PAGE>
By:
---------------------------
(Authorized Signatory)
Name:
Title:
<PAGE>
EXHIBIT B-2
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDELBANK]
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia (A.C.N. 008 562 534)]
[GE Capital Australia Funding Pty. Ltd. (A.C.N. 085 675 467)]
[GE Capital Finance Australia (A.C.N. 008 583 588)]
[General Electric Capital Canada Inc.]
[GE Capital Canada Funding Company]
[GE Capital Canada Retailer Financial Services Company]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally Guaranteed by
General Electric Capital Corporation]
Represented by Temporary Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit B-1 to the Second Amended and Restated Fiscal
and Paying Agency Agreement, as of the date hereof, ____ principal amount of the
above-captioned Notes [(A) is beneficially owned by persons that are not
residents of Canada, except residents of Canada to whom the principal amount of
Notes so beneficially owned has been sold and who acquired the same in
compliance with the securities laws of Canada or of the applicable province or
territory thereof; and (B)](i) is owned by persons that are not citizens or
residents of the United States, corporations or partnerships created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia (unless, in the case of a partnership, Treasury regulations
provide otherwise), estates whose income is subject to United States federal
income tax regardless of its source, or trusts if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust (including certain trusts in existence on
August 20, 1996, and treated as United States person prior to such date, that
elect to continue to be treated as United States persons) ("United States
persons"), (ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-
<PAGE>
12(c)(1)(v) ("financial institutions") purchasing for their own account or for
resale, or (b) acquired the Notes through foreign branches of United States
financial institutions and who hold the Notes through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Notes for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions. As used
herein, "United States" means the United States of America (including the States
and the District of Columbia) and its "possessions" including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.
We further certify (i) that we are not making available herewith for
exchange any portion of the temporary global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
are no longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in connection with
[certain securities laws of Canada and] certain tax laws and, if applicable,
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: _________________________
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
<PAGE>
[OTHER CLEARANCE SYSTEM]
By:
------------------------------------
<PAGE>
EXHIBIT C-1
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDELBANK]
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia (A.C.N. 008 562 534)]
[GE Capital Australia Funding Pty. Ltd. (A.C.N. 085 675 467)]
[GE Capital Finance Australia (A.C.N. 008 583 588)]
[General Electric Capital Canada Inc.]
[GE Capital Canada Funding Company]
[GE Capital Canada Retailer Financial Services Company]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally guaranteed by
General Electric Capital Corporation]
Represented by Permanent Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) requesting definitive [Registered/Bearer] Notes in exchange for their
interests in the above-referenced permanent Global Note and (ii) such persons
desire to exchange _____ principal amount of the above-captioned Notes for
definitive [Registered/Bearer] Notes.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
This certification excepts and does not relate to $____ of such interest
in the above Notes in respect of which we do not desire to exchange for
definitive Notes.
Dated: ___________________
<PAGE>
[Name of Account Holder]
By:
-------------------------------
Name:
Title:
<PAGE>
EXHIBIT C-2
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDELBANK]
CERTIFICATE
[General Electric Capital Corporation]
[GE Capital Australia (A.C.N. 008 562 534)]
[GE Capital Australia Funding Pty. Ltd. (A.C.N. 085 675 467)]
[GE Capital Finance Australia (A.C.N. 008 583 588)]
[General Electric Capital Canada Inc.]
[GE Capital Canada Funding Company]
[GE Capital Canada Retailer Financial Services Company]
Euro Medium-Term Notes or Other Debt Securities
[Unconditionally Guaranteed by
General Electric Capital Corporation]
Represented by Permanent Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit C-1 to the Second Amended and Restated Fiscal
and Paying Agency Agreement relating to such Notes, as of the date hereof, ____
principal amount of the above-captioned Notes (i) is owned by person(s)
requesting definitive [Registered/Bearer] Notes in exchange for their interests
in the above-referenced permanent Global Note and (ii) such persons desire to
exchange ______ principal amount of the above-captioned Notes for definitive
[Registered/Bearer] Notes.
We further certify (i) that we are making available herewith for exchange
all interests in the permanent global Note and (ii) that as of the date hereof
we have not received any notification from any of our Member Organizations to
the effect that the statements made by such Member Organizations with respect to
any portion of the permanent global Note submitted herewith are no longer true
and cannot be relied upon as the date hereof.
Dated: __________________
<PAGE>
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER CLEARANCE SYSTEM]
By:
---------------------------------
<PAGE>
EXHIBIT D-1
[FORM OF GUARANTEE TO BE ENDORSED ON NOTES]
1. FOR VALUE RECEIVED, GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation (the "Guarantor"), hereby unconditionally and irrevocably guarantees
to the holder of the Note upon which this guarantee is endorsed the due and
punctual payment of any and all amounts required to be paid upon said Note
according to its terms, when, where and as the same shall become due and
payable, whether on an interest payment date, at maturity, upon redemption or
purchase or otherwise, in accordance with the terms thereof. Terms and
expressions defined in the Second Amended and Restated Fiscal and Paying Agency
Agreement dated as of March 31, 1999, as it may be further amended or
supplemented from time to time, among General Electric Capital Corporation, GE
Capital Australia, GE Capital Australia Funding Pty. Ltd., GE Capital Finance
Australia, General Electric Capital Canada Inc., GE Capital Canada Funding
Company, GE Capital Canada Retailer Financial Services Company and The Chase
Manhattan Bank, London Branch, (the "Fiscal Agency Agreement") and the Notes
shall have the same meanings herein, except as otherwise defined herein or
unless there is something in the subject matter or context inconsistent
therewith.
2. (a) In case of failure by [GE Capital Australia] [GE Capital Australia
Funding Pty. Ltd.] [GE Capital Finance Australia] [General Electric Capital
Canada Inc.] [GE Capital Canada Funding Company] [GE Capital Canada Retailer
Financial Services Company] [Name of Additional Issuer acceding to the Fiscal
Agency Agreement pursuant to Section 19 thereof] or its successors or assigns
(the "Issuer") punctually to pay any such amount, the Guarantor hereby agrees to
cause such payment to be made punctually when, where and as the same shall
become due and payable, whether at maturity, upon redemption or otherwise, and
as if such payment were made by the Issuer. The Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
legality or enforceability of the Note, the absence of any action to enforce the
same, the waiver or consent by the holder of the Note with respect to any
provisions thereof, the recovery of any judgment against the Issuer or any
action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor.
(b) The Guarantor shall be subrogated to all rights of the holder of
the Note against the Issuer in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided that the Guarantor shall
not be entitled to enforce or receive any payment arising out of, or based upon,
such right of subrogation until all amounts due on or to become due on or in
respect of all of the Notes shall have been paid in full or duly provided for.
<PAGE>
(c) The Guarantor hereby waives notice of acceptance of this
Guarantee and also waives notice of nonpayment of any and all amounts payable or
in respect of said Note or any part thereof.
(d) This Guarantee is unsecured and ranks equally with all other
unsecured and unsubordinated obligations of the Guarantor.
3. (a) The Guarantor will not merge or consolidate with any other
corporation or sell, convey, transfer or otherwise dispose of all or
substantially all of its properties to any other corporation, unless (i) either
the Guarantor shall be the continuing corporation or the successor corporation
(if other than the Guarantor) (the "successor corporation") shall be a
corporation organized under the laws of the United States of America or of a
state thereof and such successor corporation shall expressly assume the due and
punctual payments of all amounts due under this Guarantee and the due and
punctual performance of all of the covenants and obligations of the Guarantor
under this Guarantee endorsed on all the Notes, by supplemental agreement
satisfactory to the Fiscal and Paying Agent executed and delivered to such
Fiscal and Paying Agent by the successor corporation and the Guarantor and (ii)
the Guarantor 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 obligation.
(b) Upon any such merger or consolidation, sale, conveyance,
transfer or other disposition, such successor corporation shall succeed to and
be substituted for, and may exercise every right and power of and shall be
subject to all the obligations of, the Guarantor under this Guarantee, with the
same effect as if such successor corporation had been named as the Guarantor
herein, and the Guarantor shall be released from its liability as Guarantor
under this Guarantee and under the Fiscal Agency Agreement.
4. The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened precedent to
the creation and issuance of this Guarantee, and to constitute the same the
legal, valid and binding obligation of the Guarantor enforceable in accordance
with its terms, except that enforcement may be limited by bankruptcy,
insolvency, liquidation, reorganization and other laws of general application
relating to or affecting the rights of creditors or by general principles of
equity, including the limitation that specific performance, being an equitable
remedy, is discretionary and may not be ordered, have been done and performed
and have happened in due and strict compliance with all applicable laws.
5. This Guarantee shall be construed in accordance with and governed by
the laws of the State of New York, United States of America.
6. This Guarantee is dated the date of the Note upon which it is endorsed.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
<PAGE>
executed.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
-------------------------------
<PAGE>
EXHIBIT E
[FORM OF ISSUER ACCESSION LETTER]
ISSUER ACCESSION LETTER
[DATE]
GENERAL ELECTRIC CAPITAL CORPORATION
260 Long Ridge Road
Stamford, CT 06927
Attention: Senior Vice President - Corporate Treasury
and Global Funding Operation
[Name of Additional Issuer]
[Address]
Attention:_________________________
THE CHASE MANHATTAN BANK, LONDON BRANCH
Trinity Tower
9 Thomas More Street
London E1 9YT
England
Attention: Manager, Global Trust Services Operations
Ladies and Gentlemen:
Reference is hereby made to the Second Amended and Restated Fiscal and Paying
Agency Agreement dated as of March 31, 1999 (the "Fiscal Agency Agreement")
among General Electric Capital Corporation, as an issuer and as guarantor ("GE
Capital"), the other issuers named therein or acceded thereto (together with GE
Capital, each an "Issuer"), and The Chase Manhattan Bank, London Branch, as
fiscal and paying agent (the "Fiscal and Paying Agent") pursuant to which Euro
Medium-Term Notes and Other Debt Securities of each such Issuer are distributed
from time to time. Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Fiscal Agency Agreement.
1. Pursuant to Section 19(b)(i) of the Fiscal Agency Agreement, this Issuer
Accession Letter is being entered into by GE Capital, [Name of Additional
Issuer] (the "Company") and the Fiscal and Paying Agent to provide for the
accession of the Company as an Additional Issuer party to the Fiscal
Agency Agreement as of the date hereof (the "Accession Date").
<PAGE>
2. In accordance with Section 19(a) of the Fiscal Agency Agreement, GE
Capital and the Company hereby confirm that the Company is a Subsidiary of
GE Capital and that each Note issued by the Company shall be irrevocably
and unconditionally guaranteed by GE Capital.
3. In accordance with Section 19(b)(ii) and 19(b)(iii) of the Fiscal Agency
Agreement, GE Capital and the Company hereby certify to the Fiscal and
Paying Agent that each of the persons signing this Issuer Accession Letter
on behalf of the GE Capital and the Company is an Issuer Authorized
Representative as defined in Section 3(a) of the Fiscal Agency Agreement
and that each of the forms of Notes, including the form of the Guarantee
appearing thereon, attached hereto as Annex A-1 through A-[__] has been
approved pursuant to the authority delegated to such Issuer Authorized
Representative by the Board of Directors of each of GE Capital and the
Company. In addition to the above, the following persons are Issuer
Authorized Representatives of the Company: [List each Additional Issuer
Authorized Representative, if any.]
4. In accordance with Section 19(b)(iv) of the Fiscal Agency Agreement, the
Company and the Guarantor hereby confirm that an Issuer Accession Notice
has been sent to each of the Agents party to the Euro MTN Distribution
Agreement, a copy of which is attached hereto as Annex B.
5. All notices to the Company under Section 20 of the Fiscal Agency Agreement
shall be deemed to have been given when sent by certified or registered
mail, postage prepaid, or by facsimile transmission to the Company as
follows (in each case with a copy to GE Capital at the address or
facsimile number appearing in Section 20 of the Fiscal Agency Agreement):
[Company Name]
[Address]
Attention:___________________
Phone:_______________________
Fax:_________________________
Please countersign where indicated below to indicate your acceptance and
agreement to the foregoing, whereupon this Issuer Accession Letter shall become
a valid and binding agreement of the parties as of the date first above written.
Very truly yours,
GENERAL ELECTRIC CAPITAL
CORPORATION
By
-------------------------------
<PAGE>
Name:
Title:
[NAME OF ADDITIONAL ISSUER]
By
-------------------------------
Name:
Title:
Accepted and Agreed:
THE CHASE MANHATTAN BANK,
LONDON BRANCH
By
-------------------------------
Title:
FORM OF TEMPORARY GLOBAL FLOATING RATE BEARER NOTE
Temporary Global Floating Rate Bearer Note
GENERAL ELECTRIC CAPITAL CORPORATION
BEARER BEARER
No. TGFL [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED
INSTITUTION UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN
GUARANTEED.](4)
THIS SECURITY IS A TEMPORARY GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, REPRESENTING
(AND EXCHANGEABLE FOR) DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES. IF SO PROVIDED HEREIN, THIS GLOBAL NOTE MAY ALSO BE EXCHANGED
DIRECTLY FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE OR FOR DEFINITIVE NOTES, THIS GLOBAL NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
- ----------
(1) Insert Principal Amount.
(2) Insert Optional Payment Amount if the Note has a dual-currency feature.
(3) Please delete as appropriate. Include "commercial paper" if Notes must be
redeemed before the first anniversary. Include "shorter" if Notes may not
be redeemed before their first anniversary but must be redeemed before
their third anniversary. Include "longer" if Notes may not be redeemed
before their third anniversary.
(4) This legend to appear on all Notes (whether denominated in Sterling or
otherwise) in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Floating Rate)
SERIES:
<TABLE>
<S> <C> <C> <C>
COMMON CODE: MINIMUM INTEREST RATE: INTEREST RESET PERIOD: INITIAL REDEMPTION DATE:
ISIN: INDEX MATURITY: INTEREST RESET DATES: INITIAL REDEMPTION PERCENTAGE:
ORIGINAL ISSUE DATE: OPTION ELECTION DATES: APPLICABILITY OF MODIFIED APPLICABILITY OF ANNUAL
PAYMENT UPON ACCELERATION OR REDEMPTION PERCENTAGE
REDEMPTION: REDUCTION:
MATURITY DATE: OPTIONAL PAYMENT CURRENCY:
If yes, state Issue Price and If yes, state Annual
each redemption date and Percentage Reduction:
SPECIFIED (FACE AMOUNT) CURRENCY: DESIGNATED EXCHANGE RATE: redemption price:
OPTIONAL REPAYMENT DATE(S):
INDEXED CURRENCY:
INTEREST PAYMENT DATE(S): OPTION VALUE CALCULATION AGENT:
DENOMINATIONS OF DEFINITIVE
CURRENCY BASE RATE: NOTES (if not as set forth
INTEREST RATE BASIS: SPREAD (PLUS OR MINUS): herein):
DETERMINATION AGENT:
INITIAL INTEREST RATE: ALTERNATE RATE EVENT SPREAD: AVAILABILITY OF REGISTERED TAX REDEMPTION DATE:
NOTES:
INITIAL ACCRUAL DATE: SPREAD MULTIPLIER: IF THIS NOTE IS EXCHANGEABLE
DIRECTLY FOR DEFINITIVE NOTES,
INDICATE FORM(S) OF DEFINITIVE
MAXIMUM INTEREST RATE: INTEREST PAYMENT PERIOD: NOTES:
</TABLE>
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
INDEX CURRENCY:_________________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: ____________
[ ] Telerate Page: __________
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: OTHER PROVISIONS:
[ ] Yes
[ ] No
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to each of Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System (the "Euroclear Operator"), and
Cedelbank ("Cedelbank"), or any other recognized or agreed clearing system, with
respect to that portion of this Note held for its account, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon at
the Interest Rate per annum specified above from the Original Issue Date
specified above until the principal hereof is paid or duly made available for
payment (except as provided below), in arrears monthly, quarterly, semiannually
or annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date (or any redemption or repayment date).
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date, until the
principal hereof has been paid or duly made available for payment, in each case,
upon Certification. Upon the payment of interest on this Note, the Fiscal and
Paying Agent (as defined below) shall cause Schedule A of this Note to be
endorsed to reflect such payment of interest and the amount of interest so paid
shall be noted. No payments on this Note will be made at any office or agency
maintained by the Company in the United States for the payment of principal of,
premium, if any, and interest, if any, on this Note, nor will any such payment
be made by mail to an address in the United States or by transfer to an account
maintained by the holder of this Note with a bank in the United States.
Notwithstanding the foregoing, if this Note is payable in U.S. dollars and if
<PAGE>
payment in U.S. dollars of the full amount payable on this Note at the offices
of all paying agencies outside the United States would be illegal or effectively
precluded as a result of exchange controls or similar restrictions, payment on
this Note will be made by a paying agency in the United States, if such paying
agency, under applicable law and regulations, would be able to make such
payment.
This Note is issued in bearer form and represents a portion of a duly
authorized issue of Euro Medium-Term Notes of the Series specified above, issued
under a second amended and restated fiscal and paying agency agreement, dated as
of March 31, 1999 among the Company, GE Capital Australia, GE Capital Australia
Funding Pty. Ltd., GE Capital Finance Australia, General Electric Capital Canada
Inc., GE Capital Canada Funding Company, GE Capital Canada Retailer Financial
Services Company and The Chase Manhattan Bank, London Branch, as fiscal agent
and as principal paying agent (in such capacities, the "Fiscal and Paying
Agent") (as amended and supplemented from time to time, the "Fiscal Agency
Agreement"). The Notes are issuable in bearer form (the "Bearer Notes"), with
interest coupons attached (except in the case of Bearer Notes in global form),
and (if so provided above) are also issuable in fully registered form, without
coupons (the "Registered Notes" and, together with the Bearer Notes, the
"Notes"). Unless otherwise specified above, the definitive Bearer Notes, with
interest coupons attached, are issuable in the denominations of 1,000 units,
10,000 units or 100,000 units of the Specified Currency indicated on the face
hereof and the definitive Registered Notes are issuable in denominations of
100,000 units of the Specified Currency indicated on the face hereof or any
integral multiple of 1,000 units of such Specified Currency in excess thereof.
Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Floating Rate Bearer Note (the"Permanent
Global Floating Rate Bearer Note") (or if so specified above, the definitive
Floating Rate Bearer Notes or definitive Floating Rate Registered Notes) to be
issued in exchange for this Note, which terms and conditions are hereby
incorporated by reference herein mutatis mutandis and shall be binding on the
Company and the holder hereof as if fully set forth herein.
This Note is exchangeable in whole or from time to time in part for (i) an
interest (equal to the principal amount of the Bearer Notes being exchanged
theretofore represented by this Note) in a single Permanent Global Floating Rate
Bearer Note or (ii) if so specified above, an equal principal amount of
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes upon request of the Euroclear Operator or Cedelbank, acting on behalf of
the owner of a beneficial interest in the Note, to the Fiscal and Paying Agent
only on or after the Exchange Date upon Certification to the effect that the
Notes to be issued upon such exchange are not being acquired by or on behalf of
a United States Person or, if a United States Person has a beneficial interest
in the Notes, that such person is (i) a Qualifying Foreign Branch purchasing for
its own account or for resale, (ii) a United States Person who acquires the
Notes through a Qualifying Foreign Branch and who holds the obligation through
such financial institution on the date of Certification, or (iii) a financial
institution who acquires the Notes for purposes of resale during the Restricted
Period other than for purposes of resale directly or indirectly to a United
States Person or to a person within the United States. Upon exchange of any
portion of this Note for a Permanent Global Floating Rate Bearer Note (or
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes), the Fiscal and Paying Agent shall cause Schedule A of this Note to be
endorsed to reflect the reduction of its principal amount by an amount equal to
the aggregate principal amount being so exchanged. Except as otherwise provided
herein, until exchanged for a Permanent Global Floating Rate Bearer Note (or
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes), this Note shall in all respects be entitled to the same benefits under
the Fiscal Agency Agreement as a duly authenticated and delivered definitive
Note.
If this Note is subject to a tax redemption or if all or any portion of
the principal hereof is accelerated, each as described in the Fiscal Agency
Agreement, payment of the amount due upon any such redemption or acceleration
shall be subject to receipt of Certification.
Unless the certificate of authentication hereon has been executed by the
Fiscal and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Fiscal Agency Agreement or be valid or obligatory for any
purpose.
<PAGE>
As used herein:
(a) the term "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day other than a Saturday or Sunday or any
other day on which banking institutions are generally authorized or obligated by
law or regulation to close in (i) the principal financial center of the country
in which the Company is incorporated; (ii) the principal financial center of the
country of the currency in which the Notes are denominated; (iii) the place at
which payment on such Note or coupon is to be made; and (iv) London, England;
provided, however, that with respect to Notes denominated in euros, such day is
also TARGET Settlement Date. For purposes of this definition, the principal
financial center of the United States is New York;
(b) the term "Certification" means a certificate substantially in the form
of Exhibit B-2 hereto delivered by the Euroclear Operator or Cedelbank, as the
case may be, which certificate is based on a certificate substantially in the
form of Exhibit B-1 hereto provided to it by its account holders;
(c) the term "Qualifying Foreign Branch" means a branch of a United States
financial institution, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v), located outside the United States that is purchasing for its
own account or for resale and that has agreed, as a condition of purchase, to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended and the regulations thereunder;
(d) the term "Restricted Period" with respect to each issuance means the
period which begins on the earlier of the date on which the Company receives the
proceeds of the sale of this Note with respect to its issuance or the first date
on which this Note is offered to persons other than the Agents, and which ends
40 days after the date on which the Company receives the proceeds of the sale of
this Note; provided that if this Note is held as part of an unsold allotment or
subscription, any offer or sale of this Note shall be deemed to be during the
Restricted Period;
(e) the term "United States" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction;
(f) the term "United States Person" means (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and
(g) all other terms used in this Note which are defined in the Fiscal
Agency Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Fiscal Agency Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL] By:__________________________________
Title:
Attest:
By:____________________________
Title
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned Fiscal Agency Agreement.
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
as Fiscal and Paying Agent
By:______________________________
Authorized Officer
<PAGE>
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______. The following
payments of interest and exchanges of a part of this Note for an interest in a
single Permanent Global Floating Rate Bearer Note (or if so specified above, for
definitive Notes) have been made:
<TABLE>
<CAPTION>
====================================================================================================================
Principal (Face)(5) Remaining Principal
Amount Exchanged for (Face)(5) Amount
Permanent Global Outstanding Notation made by or
Date of Exchange or Bearer Notes or Following Such on behalf of Fiscal
Interest Payment Payment of Interest Definitive Notes Exchange and Paying Agent
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
====================================================================================================================
</TABLE>
- --------
(5) To be used instead of "Principal" if the Note has a dual-currency or index
feature.
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-1
CERTIFICATE
-------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that (a)
are foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Notes
through foreign branches of United States financial institutions and who hold
the Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the Notes is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) such financial institution has not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
<PAGE>
EXHIBIT B-1
Page 2
This certification excepts and does not relate to $____ of such interest
in the above Notes in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Notes (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:________________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
By:_______________________________
(Authorized Signatory)
Name:
Title:
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-2
CERTIFICATE
-------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency
Agreement, as of the date hereof, _________principal amount of the
above-captioned Notes (i) is owned by persons that are not citizens or residents
of the United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
<PAGE>
EXHIBIT B-2
Page 2
We further certify (i) that we are not making available herewith for
exchange any portion of the temporary global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
are no longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:___________________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER CLEARANCE SYSTEM]
By:__________________________________
FORM OF PERMANENT GLOBAL FIXED RATE BEARER NOTE
GENERAL ELECTRIC CAPITAL CORPORATION
BEARER BEARER
No. PGFX [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED
INSTITUTION UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN
GUARANTEED.](4)
THIS SECURITY IS A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED
BELOW).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE BEARER NOTES
OR IF SO PROVIDED HEREIN REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
- ----------
(1) Insert Principal Amount.
(2) Insert Optional Payment Amount if the Note has dual-currency feature.
(3) Please delete as appropriate. Include "commercial paper" if Notes must be
redeemed before the first anniversary. Include "shorter" if Notes may not
be redeemed before their first anniversary but must be redeemed before
their third anniversary. Include "longer" if Notes may not be redeemed
before their third anniversary.
(4) This legend to appear on all Notes (whether denominated in Sterling or
otherwise) in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Fixed Rate)
SERIES:
<TABLE>
<S> <C> <C> <C>
COMMON CODE: INITIAL REDEMPTION DATE: SPECIFIED (FACE AMOUNT) DETERMINATION AGENT:
CURRENCY:
ISIN: INITIAL REDEMPTION APPLICABILITY OF MODIFIED
PERCENTAGE: OPTIONAL PAYMENT CURRENCY: PAYMENT UPON ACCELERATION OR
REDEMPTION:
ORIGINAL ISSUE DATE:
APPLICABILITY OF ANNUAL DESIGNATED EXCHANGE RATE: If yes, state Issue Price
REDEMPTION PERCENTAGE and each redemption date and
MATURITY DATE: REDUCTION: redemption price:
OPTION VALUE CALCULATION
If yes, state Annual AGENT:
INTEREST RATE: Percentage Reduction: DENOMINATIONS OF DEFINITIVE
NOTES
INDEXED CURRENCY: (if not as set forth
INTEREST PAYMENT PERIOD: OPTIONAL REPAYMENT DATE(S): herein):
CURRENCY BASE RATE: DAY COUNT FRACTION:
INTEREST PAYMENT DATE(S): INTEREST ACCRUAL DATE: |_| 30/360
|_| Actual/Actual (ISDA)
AVAILABILITY OF |_| Other:
TAX REDEMPTION OPTION ELECTION DATES: REGISTERED NOTES:
DATE: ADDENDUM
Attached: Yes
No
</TABLE>
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to the holder hereof upon surrender hereof, the principal sum
(or Face Amount, if the Note has a dual-currency or index feature) specified in
Schedule A hereto on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon to
the bearer at the Interest Rate per annum specified above from the Original
Issue Date specified above until the principal hereof is paid or duly made
available for payment (except as provided below), in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date (or any redemption or repayment date); provided,
however, that each of Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System, and Cedelbank ("Cedelbank"), or any
other recognized or agreed clearing system, shall be deemed a holder of this
Note with respect to the portion hereof held for its respective account; and
provided further, however, that if the Original Issue Date occurs between a date
that is 15 days prior to the next succeeding Interest Payment Date and such
Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Original Issue Date to the holder of this Note on
such second Interest Payment Date.
Payment of the principal of this Note and any premium due at the Maturity
Date (or any redemption or repayment date) will be made in immediately available
funds upon surrender of this Note at the office or agency of the Fiscal and
Paying Agent or at the office or agency of such other paying agents outside the
United States (this and certain other capitalized terms used herein are defined
on the reverse of this Note) as the Company may determine maintained for that
purpose (a "Paying Agent").
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date, until the
principal hereof has been paid or duly made available for payment (except as
provided below). The interest so
<PAGE>
payable, and punctually paid or duly provided for, on any Interest Payment Date,
will be paid to the holder of this Note at the office or agency of the Fiscal
and Paying Agent or at the office of any Paying Agent and the Fiscal and Paying
Agent shall cause Schedule A of this Note to be endorsed to reflect such payment
of interest and the amount of interest so paid will be noted.
If the Specified Currency is other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank in London, Luxembourg or a city in the country of such
Specified Currency or by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable Interest Payment Date.
If the Specified Currency indicated on the face hereof is U.S. dollars,
any payment of the principal of and premium, if any, and interest on this Note
will be made, subject to applicable laws and regulations, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.
This Note is issued in the principal amount set forth on the face hereof,
but the total aggregate principal amount of the Series to which this Note
belongs is unlimited. The Company has the right, without the consent of the
holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Fiscal and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof,
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL]
By:_____________________________________
Title:
Attest:
By:__________________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to
in the within-mentioned Fiscal Agency
Agreement.
THE CHASE MANHATTAN BANK, LONDON BRANCH
as Fiscal and Paying Agent
By:___________________________________
Authorized Officer
<PAGE>
[Form of Reverse of Note]
This Note is one of a duly authorized issue of Euro Medium-Term Notes of
the Series specified on the face hereof, having maturities of nine months or
more from the date of issue (the "Notes") of the Company. The Notes are issuable
under a second amended and restated fiscal and paying agency agreement, dated as
of March 31, 1999 among the Company, GE Capital Australia, GE Capital Australia
Funding Pty. Ltd., GE Capital Finance Australia, General Electric Capital Canada
Inc., GE Capital Canada Funding Company, GE Capital Canada Retailer Financial
Services Company and The Chase Manhattan Bank London Branch, as fiscal agent and
as principal paying agent (in such capacities, the "Fiscal and Paying Agent")
(as amended and supplemented from time to time, the "Fiscal Agency Agreement")
to which Fiscal Agency Agreement reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Company
and holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Chase Manhattan Bank at its office in London
has been appointed the Exchange Rate Agent (the "Exchange Rate Agent", which
term includes any successor exchange rate agent) with respect to the Notes. The
terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms of
the Fiscal Agency Agreement are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
Unless otherwise indicated on the face of this Note, this Note shall not
be subject to repayment at the option of the holder prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be subject to repayment
at the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Fiscal and Paying Agent in the City of London, at least 30 days
but not more than 60 days prior to the repayment, (i) this Note with the form
entitled "Option to Elect Repayment" on the reverse hereof duly completed or
(ii) a telegram, facsimile transmission or a letter from a commercial bank or
trust company in Western Europe which must set forth the principal amount of
this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse hereof, will be received by the Fiscal and
Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day. Exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier redemption
or repayment date), as the case may be. Interest payments for this Note, unless
otherwise specified on the face hereof, will be computed and paid on the
following bases:
o If this Note is denominated in a Specified Currency other than euro,
interest will be computed and paid on the basis of the number of
days in the Calculation Period divided by 360 (the number of days to
be calculated on the basis of a 360-day year of twelve 30-day
months) ("30/360).
o If this Note is denominated in euro, interest will be computed and
paid on the basis of the actual number
<PAGE>
of days in the Calculation Period divided by 365 (or, if any portion
of that Calculation Period falls in a leap year, the sum of (A) the
actual number of days in that portion of the Calculation Period
falling in a leap year divided by 366 and (B) the actual number of
days in that portion of the Calculation Period falling in a non-leap
year divided by 365 ("Actual/Actual (ISDA)" or "Actual/365").
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
This Note is issuable in bearer form (the "Bearer Notes"), without
interest coupons attached, and is exchangeable upon 30 days' written notice to
the Fiscal and Paying Agent, in whole or from time to time in part, for (i)
Bearer Notes, with interest coupons attached, in the denominations of 1,000
units, 10,000 units or 100,000 units of the Specified Currency indicated on the
face hereof (unless otherwise specified on the face hereof) or (ii) (if so
specified on the face hereof) Notes in fully registered form, without coupons
("Registered Notes"), in denominations of 10,000 units of the Specified Currency
indicated on the face hereof or any integral multiple of 1,000 units of such
Specified Currency in excess thereof (unless otherwise specified on the face
hereof) at the office of the Fiscal and Paying Agent, upon the request of Morgan
Guaranty Trust Company of New York, Brussels office, as the Euroclear Operator
or Cedelbank, acting on behalf of the owners of beneficial interests in the
Note, and upon Certification to the effect set forth in Exhibits B-1 and B-2
attached hereto and upon compliance with the other procedures set forth in the
Fiscal Agency Agreement; provided, however, that no such exchange may occur
during a period beginning at the opening of business 15 days before the day of
the first publication of a notice of redemption and ending on the relevant
redemption date. All expenses incurred as a result of any such exchange shall be
paid by the Company. Notwithstanding anything to the contrary contained in this
paragraph, the Fiscal and Paying Agent shall not be required to exchange the
entire aggregate principal amount of a permanent global Bearer Note for
definitive Bearer Notes in the event beneficial owners of less than the entire
aggregate principal amount of the permanent global Bearer Note have requested
definitive Bearer Notes, provided the operating rules and regulations of the
clearance system then in effect would permit less than the entire aggregate
principal amount of the permanent global Bearer Note to be so exchanged. Upon
exchange of any portion of this Note for a definitive Bearer Note or definitive
Bearer Notes, or a definitive Registered Note or definitive Registered Notes,
the Fiscal and Paying Agent shall cause Schedule A of this Note to be endorsed
to reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of such definitive Bearer Note or Bearer Notes, or
such definitive Registered Note or Registered Notes, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so exchanged and
noted. The date of surrender of any Note delivered upon any exchange or transfer
of Notes shall be such that no gain or loss of interest results from such
exchange or transfer.
This Note may be transferred by delivery; provided, however, that this
Note may be transferred only to a common depositary outside the United States
for the Euroclear Operator or Cedelbank, or to a nominee of such a depositary.
In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Fiscal and Paying Agent, a new Note of like
tenor will be issued by the Company in exchange for the Note so mutilated or
defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case
of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that such Note was
destroyed or lost or stolen and, if required, upon receipt also of an indemnity
satisfactory to each
<PAGE>
of them. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new Note
shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or
stolen.
The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal Agency Agreement following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.
Notes of the Series of which this Note forms a part may be redeemed, at
the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional Amounts (as
defined below) with respect to the Notes as described below. Prior to the giving
of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts if a payment in respect of the Notes were then due.
Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. Such notice will be given in accordance
with "Notices" as defined below.
If the Company shall determine that any payment made outside the United
States by the Company or any Paying Agent of principal or interest[, including
original issue discount,](5) due in respect of any Bearer Notes of the Series of
which this Note forms a part would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent
- ----------
(5) Include if Notes are original issue discount Notes.
<PAGE>
of the beneficial owner, or (b) which can be satisfied by such custodian,
nominee or other agent certifying to the effect that such beneficial owner is a
United States Alien, provided that in each case referred to in clauses (a)(ii)
and (b) payment by such custodian, nominee or agent to such beneficial owner is
not otherwise subject to any such requirement), the Company may redeem the
Bearer Notes, in whole, at a redemption price equal to 100% of the principal
amount thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption", such redemption price would be limited to the sum
of the Issue Price plus the Amortized Amount), together with accrued interest to
the date fixed for redemption (or, in the case of original issue discount Notes,
at 100% of the portion of the face amount thereof that has accrued to the date
of redemption) or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the Additional
Amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes must take place, as provided in
the next succeeding sentence. If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption. Such redemption notice shall include a statement as
to the last date by which the Bearer Notes to be redeemed may be exchanged for
Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem
the Bearer Notes if the Company shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would not
be subject to any such requirement, in which case the Company shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of any of the holders of Bearer
Notes called for redemption pursuant to this paragraph to exchange such Bearer
Notes for Registered Notes will terminate at the close of business of the Fiscal
and Paying Agent on the fifteenth day prior to the date fixed for redemption,
and no further exchanges of such Series of Bearer Notes for Registered Notes
shall be permitted.
If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Company
may elect to pay as Additional Amounts such amounts as may be necessary so that
every net payment made outside the United States following the effective date of
such requirements by the Company or any Paying Agent of principal or interest[,
including original issue discount,](6) due in respect of any Bearer Note or any
interest coupon of which the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding for or on account of such backup withholding tax
or similar charge (other than a backup withholding tax or similar charge which
(i) would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the presentation of such Bearer Note or interest
coupon for payment more than 15 calendar days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Bearer Note or interest coupon to be then due and payable. In the event the
Company elects to pay any Additional Amounts pursuant to this paragraph, the
Company shall have the right to redeem the Bearer Notes of such Series in whole
at any time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of such Bearer Notes shall not be reduced for
applicable withholding taxes. If the Company elects to pay Additional Amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall redeem the
Bearer Notes of such Series in whole, pursuant to the applicable provisions of
the immediately preceding paragraph.
The Company will, subject to certain exceptions and limitations set forth
below, pay such additional
- ----------
(6) Include if Notes are original issue discount Notes.
<PAGE>
amounts (the "Additional Amounts") to the holder of any Note or of any coupon,
if any, who is a United States Alien as may be necessary in order that every net
payment of the principal of, premium and interest, including original issue
discount, on such Note and any other amounts payable on such Note, after
withholding for or on account of any present or future tax, assessment or
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein),
will not be less than the amount provided for in such Note or coupon, if any, to
be then due and payable. However, the Company will not be required to make any
payment of Additional Amounts to any such holder for or on account of:
(a) any such tax, assessment or other governmental charge which
would not have been so imposed but for (i) the existence of any present or
former connection between such holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of such holder, if such holder is an
estate, a trust, a partnership or a corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment
therein or (ii) the presentation by the holder of any such Note or coupon,
if any, for payment on a date more than 15 calendar days after the date on
which such payment became due and payable or on the date on which payment
thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation which accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments on or in respect of
any Note;
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or interest
on, any Note, if such payment can be made without such withholding by any
other Paying Agent in a city in Western Europe;
(f) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the holder or beneficial owner of such Note, if
such compliance is required by statute or by regulation of the United
States or of any political subdivision or taxing authority thereof or
therein as a precondition to relief or exemption from such tax, assessment
or other governmental charge;
(g) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of stock entitled to vote of the Company or as a direct or
indirect subsidiary of the Company; or
(h) any combination of two or more items (a), (b), (c), (d), (e),
(f) and (g);
nor shall Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for tax purposes, of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note.
<PAGE>
The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and 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 obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.
The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment of
principal of or any other amounts payable on any such Note; (v) impair the right
to institute suit for the enforcement of any such payment on or with respect to
any such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such Series; or (vii)
modify the foregoing requirements to reduce the percentage of outstanding Notes
of such Series necessary to waive any future compliance or past default.
Purchasers are required to pay for the Notes in the currency specified in
the applicable Pricing Supplement. Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.
If specified in the applicable Pricing Supplement, the Company may,
without the consent of holders of Notes denominated in a Specified Currency of a
member state of the European Union, which on or after the issue date of such
Notes participates in European Economic and Monetary Union, on giving at least
30 days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent, Euroclear, Cedelbank and/or any other
relevant clearing system, elect that, with effect from the date specified in the
Redenomination Notice (the "Redenomination Date"), such Notes shall be
redenominated in euro. The election will have effect as follows: (a) the Notes
shall be deemed to be redenominated into euro in the denomination of euro 0.01
with a nominal amount for each Note equal to the nominal amount of that Note in
the Specified Currency, converted into euro at the Established Rate (defined
below), provided that, if the Company determines after consultation with the
Paying Agent that the then market practice in respect of the redenomination into
euro of internationally offered securities is different from the provisions
specified above, such provisions shall be deemed to be amended so as to comply
with such market practice and the Company shall promptly notify the holders of
Notes, any stock exchange on which the Notes may be listed and the Paying Agent
of such deemed amendments; (b) save to the extent that an Exchange Notice
(defined below) has been given in accordance with paragraph (d) below, the
amount of interest due in respect of the Notes will be calculated by reference
to the
<PAGE>
aggregate nominal amount of Notes presented (or, as the case may be, in respect
of which coupons are presented) for payment by the relevant holder and the
amount of such payment shall be rounded down to the nearest euro 0.01; (c) if
definitive Notes are required to be issued after the Redenomination Date, they
shall be issued at the expense of the Company in the denominations of euro
1,000, euro 10,000, euro 100,000 and (but only to the extent of any remaining
amounts less than euro 1,000 or such smaller denominations as the Paying Agent
may approve) euro 0.01 and such other denominations as the Company shall
determine and notify to the Noteholders; (d) if issued prior to the
Redenomination Date, all unmatured coupons denominated in the Specified Currency
(whether or not attached to the Notes) will become void with effect from the
date on which the Company gives notice (the "Exchange Notice") that replacement
euro-denominated Notes and coupons are available for exchange (provided that
such securities are so available) and no payments will be made in respect of
them. The payment obligations contained in any Notes so issued will also become
void on that date although such Notes will continue to constitute valid exchange
obligations of the Company. New euro-denominated Notes and coupons, if any, will
be issued in exchange for Notes and coupons, if any, denominated in the
Specified Currency in such manner as the Paying Agent may specify and as shall
be notified to the holders of Notes in the Exchange Notice. No Exchange Notice
may be given less than 15 days prior to any date for payment of principal or
interest on the Notes; (e) after the Redenomination Date, all payments in
respect of the Notes and the coupons, if any, including payments of interest in
respect of periods commencing before the Redenomination Date, will be made
solely in euro as though references in the Notes to the Specified Currency were
to euro. Payments will be made in euro by credit or transfer to a euro account
outside the United States (or any other account to which euro may be credited or
transferred) specified by the payee or, at the option of the payee, by a euro
cheque mailed to an address outside the United States; (f) if interest for any
period ending on or after the Redenomination Date is required to be calculated
for a period ending other than on an Interest Payment Date, it will be
calculated by applying the Interest Rate to each Specified Denomination,
multiplying such sum by the applicable Day Count Fraction specified in the
applicable Pricing Supplement, and rounding the resultant figure to the nearest
sub-unit of the relevant Specified Currency, half of any such sub-unit being
rounded upwards or otherwise in accordance with applicable market convention;
and (g) such other changes shall be made as the Company may decide, after
consultation with the Paying Agent and the calculation agent (if applicable),
and as may be specified in the Redenomination Notice, to conform them to
conventions then applicable to instruments denominated in euro. For the purposes
hereof, "Established Rate" means the rate for the conversion of the Specified
Currency (including compliance with rules relating to roundings in accordance
with applicable EC regulations) into euro established by the Council of European
Union pursuant to Article 1091(4) of the treaty establishing the European
Community, as amended by the Treaty on European Union, and "sub-unit" means,
with respect to any Specified Currency other than euro, the lowest amount of
such Specified Currency that is available as legal tender in the country of such
Specified Currency and, with respect to euro, means one cent.
Payments of principal, premium, if any, and interest, if any, on any Note
denominated in a Specified Currency other than U.S. dollars shall be made in
U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable
due to imposition of exchange controls or other circumstances beyond the
Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community. Such
payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.
Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is The Chase Manhattan Bank. Any payment
required to be made on Notes denominated in a Specified Currency other than U.S.
dollars that is instead made in U.S. dollars under the circumstances described
above will not constitute a default of any obligation of the relevant Issuer
under such Notes. The "Market Exchange Rate" with respect to any currency other
than U.S. dollars means, for any day, the noon dollar buying rate in The City of
New York on such day for cable transfers of such currency as published by the
Federal Reserve Bank of New York, or, if such rate is not published for such
day, the equivalent rate as determined by the Exchange Rate Agent.
<PAGE>
The provisions of the two preceding paragraphs shall not apply in the
event of the introduction in the country issuing any Specified Currency of the
euro pursuant to the entry of such country into European Economic and Monetary
Union. In this situation, payments of principal, premium, if any, and interest,
if any, on any Note denominated in any such Specified Currency shall be effected
in euro at such time as is required by, and otherwise in conformity with,
legally applicable measures adopted with reference to such country's entry into
the European Economic and Monetary Union. All references herein or in any
Pricing Supplement to "Euro" shall be to the lawful currency of the member
states of the European Union that adopt the single currency in accordance with
the treaty establishing the European Communities, as amended.
All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.
So long as this Note or the Coupons shall be outstanding, the Company will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in London,
England, [and in Luxembourg](7) [and in Paris, France](8) and an office or
agency in London for the transfer and exchange as aforesaid of the Notes. The
Company may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (subject to
applicable laws and regulations) as the Company may decide. So long as there
shall be any such agency, the Company shall keep the Fiscal and Paying Agent
advised of the names and locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such repayment all liability
of the Fiscal and Paying Agent or such Paying Agent with respect to such moneys
shall thereupon cease, without, however, limiting in any way any obligation that
the Company may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
No provision of this Note or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Fiscal Agency Agreement or
any fiscal agency agreement supplemental thereto, against any incorporator,
shareholder, 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, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
This Note and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
As used herein:
- ----------
(7) Include if Note is listed on Luxembourg Stock Exchange.
(8) Include if Note is listed on Paris Bourse.
<PAGE>
(a) the term "Amortized Amount" is the original issue discount
amortized from the Original Issue Date of the predecessor global Note to
the date of redemption or declaration, as the case may be, which
amortization shall be calculated using the "constant yield method"
(computed in accordance with the rules under the Internal Revenue Code of
1986, as amended, and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be);
(b) the term "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day other than a Saturday or Sunday or
any other day on which banking institutions are generally authorized or
obligated by law or regulation to close in (i) the Principal Financial
Center of the country in which the Company is incorporated; (ii) the
Principal Financial Center of the country of the currency in which the
Notes are denominated (if the Note is denominated in a Specified Currency
other than euro); (iii) the place at which payment on such Note or coupon
is to be made; and (iv) London, England; provided, however, that with
respect to Notes denominated in euro, such day is also a TARGET Settlement
Day;
(c) the term "Notices" refers to:
(1) notices to holders of the Notes to be given by publication
in a daily newspaper in the English language of general circulation
in London and, if the Series of which this Note forms a part is
listed on the Luxembourg Stock Exchange and such Exchange so
requires, in a daily newspaper in Luxembourg or, if publication in
either London or Luxembourg is not practical, elsewhere in Western
Europe. Such publication is expected to be made in the Financial
Times and (if such Series is listed on the Luxembourg Stock
Exchange) the Luxemburger Wort. Such notices will be deemed to have
been given on the date of such publication, or if published in such
newspapers on different dates, on the date of the first such
publication;
(2) notices to holders of any Notes that are listed on the
Paris Bourse will be given by publication in a French language daily
newspaper of general circulation in Paris (which is expected to be
La Tribune). Such notices will comply with the applicable rules of
the Paris Bourse; and
(3) notices to holders of any Notes that are listed on the
Amsterdam Stock Exchange to be given by publication in a leading
daily newspaper in the English language of general circulation in
Amsterdam and London and if such Notes are listed on the Amsterdam
Stock Exchange and such Exchange so requires, also published in the
Official Price List ("Officiele Prijscourant"). If publication in
London or Amsterdam, as the case may be, is not practical, such
publication shall be made elsewhere in Western Europe. Such
publication is expected to be made in the Financial Times in London
and the Het Financieele Dagblad in Amsterdam. Such notices will be
deemed to have been given on the date of such publication or if
published in such newspapers on different dates, on the date of the
first such publication;
(d) the term "Principal Financial Center" means (i) the capital of
the country issuing the currency in which the Notes are denominated or
(ii) the capital city of the country to which the Designated LIBOR
Currency relates, as applicable, except, in the case of (i) or (ii) above,
that with respect to the following currencies, the "Principal Financial
Center" will be as indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and Melbourne
<PAGE>
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
(e) the term "TARGET Settlement Day" means any day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open;
(f) the term "United States" means the United States of America
(including the States and the District of Colombia), its territories, its
possessions and other areas subject to its jurisdiction;
(g) the term "United States Alien" means a beneficial owner of a
Note that is not, for United States federal income tax purposes, (i) a
citizen or resident of the United States, (ii) a corporation or
partnership created or organized in or under the laws of the United
States, any state thereof or the District of Columbia (unless, in the case
of a partnership, Treasury regulations provide otherwise), (iii) an estate
whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain trusts
in existence on August 20, 1996, and treated as United States person prior
to such date, that elect to continue to be treated as United States
persons, will also not be a United States Alien;
(h) the term "Certification" means a certificate substantially in
the form of Exhibit B-2 hereto delivered by the Euroclear Operator,
Cedelbank or other clearance system specified on the face hereof, as the
case may be, which certificate is based on a certificate substantially in
the form of Exhibit B-1 hereto provided to it by its account holders; and
(i) all other terms used in this Note which are defined in the
Fiscal Agency Agreement and not otherwise defined herein shall have the
meanings assigned to them in the Fiscal Agency Agreement.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at________________ (Please print or
typewrite name and address of the undersigned).
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid:________________ ; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):
___________________________.
Date:______________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the within
instrument in every particular without
alteration or enlargement.
<PAGE>
SCHEDULE A
EXCHANGE FOR DEFINITIVE BEARER NOTES, DEFINITIVE
REGISTERED NOTES AND FROM TEMPORARY GLOBAL NOTE
The Initial Principal Amount of this Note is ________. The following
payments of interest and exchanges of a part of this Permanent Global Fixed Rate
Bearer Note for definitive Bearer Notes and Registered Notes, and from Temporary
Global Notes have been made:
<TABLE>
<CAPTION>
===========================================================================================
Principal Principal Remaining
Principal (Face)(9) (Face)(9) Principal
(Face)(9) Amount Amount (Face)(9) Notation
Amount Exchanged Exchanged Amount Made by or
Date of Exchanged For For Outstanding on behalf of
Exchange or From Definitive Definitive Following Fiscal and
Interest Payment of Temporary Bearer Registered Such Paying
Payment Interest Global Notes Notes Notes Exchange Agent
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
===========================================================================================
</TABLE>
- ----------
(9) To be used if Note has dual-currency or index feature.
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR CEDELBANK
OR OTHER CLEARANCE SYSTEM]
EXHIBIT B-1
CERTIFICATE
------------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Permanent Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) requesting definitive [Registered/Bearer] Notes in exchange for their
interests in the above-referenced permanent global Note and (ii) such persons
desire to exchange _____ principal amount of the above-captioned Notes for
definitive [Registered/Bearer] Notes.
We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Notes held by
you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
This certification excepts and does not relate to $_____ of such interest
in the above Notes in respect of which we do not desire to exchange for
definitive Notes.
Dated:________________, 19__
[Name of Account Holder]
By:____________________________________
(Authorized Signatory)
Name:
Title:
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR, CEDELBANK
OR OTHER CLEARANCE SYSTEM]
EXHIBIT B-2
CERTIFICATE
------------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Permanent Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit C-1 to the Fiscal and Paying Agency Agreement
relating to such Notes, as of the date hereof,___________ principal amount of
the above-captioned Notes (i) is owned by person(s) requesting definitive
[Registered/Bearer] Notes in exchange for their interests in the
above-referenced permanent global Note and (ii) such persons desire to exchange
______ principal amount of the above-captioned Notes for definitive
[Registered/Bearer] Notes.
We further certify (i) that we are not making available herewith for
exchange all interests in the permanent global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the permanent global Note
submitted herewith are no longer true and cannot be relied upon as the date
hereof.
Dated:________________, 19__
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER CLEARANCE SYSTEM]
By:____________________________________
FORM OF DEFINITIVE FIXED RATE BEARER NOTE
BEARER BEARER
No. DBFX [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED
INSTITUTION UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN
GUARANTEED.](4)
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
- ----------
(1) Insert Principal Amount.
(2) Insert Optional Payment Amount if the Note has dual-currency feature.
(3) Please delete as appropriate. Include "commercial paper" if Notes must be
redeemed before the first anniversary. Include "shorter" if Notes may not
be redeemed before their first anniversary but must be redeemed before
their third anniversary. Include "longer" if Notes may not be redeemed
before their third anniversary.
(4) This legend to appear on all Notes (whether denominated in Sterling or
otherwise) in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Fixed Rate)
SERIES:
<TABLE>
<S> <C> <C> <C>
COMMON CODE: INITIAL REDEMPTION DATE: SPECIFIED (FACE AMOUNT) DETERMINATION AGENT:
CURRENCY:
ISIN: INITIAL REDEMPTION APPLICABILITY OF MODIFIED
PERCENTAGE: OPTIONAL PAYMENT CURRENCY: PAYMENT UPON ACCELERATION
OR REDEMPTION:
ORIGINAL ISSUE DATE:
APPLICABILITY OF ANNUAL DESIGNATED EXCHANGE RATE: If yes, state Issue Price
REDEMPTION PERCENTAGE and each redemption date
MATURITY DATE: REDUCTION: and redemption price:
OPTION VALUE CALCULATION
If yes, state Annual AGENT:
INTEREST RATE: Percentage Reduction: DENOMINATIONS
(if not as set forth
INDEXED CURRENCY: herein):
INTEREST PAYMENT PERIOD: OPTIONAL REPAYMENT DATE(S):
CURRENCY BASE RATE: ADDENDUM
INTEREST PAYMENT DATE(S): INTEREST ACCRUAL DATE: Attached: Yes
No
AVAILABILITY OF
TAX REDEMPTION OPTION ELECTION DATES: REGISTERED NOTES:
DATE:
</TABLE>
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to the holder hereof upon surrender hereof, the principal sum
(or Face Amount, if the Note has a dual-currency or index feature) specified
above on the Maturity Date specified above (except to the extent redeemed or
repaid prior to the Maturity Date) and to pay interest thereon to the bearer of
the coupons, if any, attached hereto (the "Coupons") at the Interest Rate per
annum specified above from the last date on which interest was paid on the
predecessor global Note, or if no such interest was paid, then from the Original
Issue Date of the predecessor global Note, until the principal hereof is paid or
duly made available for payment (except as provided below), in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified
above, and on the Maturity Date (or any redemption or repayment date).
Payment of the principal of this Note and any premium due at the Maturity
Date (or any redemption or repayment date) will be made in immediately available
funds upon surrender of this Note at the office or agency of the Fiscal and
Paying Agent or at the office or agency of such other paying agents outside the
United States (this and certain other capitalized terms used herein are defined
on the reverse of this Note) as the Company may determine maintained for that
purpose (a "Paying Agent").
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest hereon or on the predecessor global Note has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from
the Original Issue Date of the predecessor global Note, until the principal
hereof has been paid or duly made available for payment (except as provided
below). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date, will, subject to certain exceptions described herein,
be paid to the holder of the appropriate Coupon upon presentment and surrender
thereof at the office or agency of the Fiscal
<PAGE>
and Paying Agent or at the office of any Paying Agent.
If the Specified Currency is other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank in London, Luxembourg or a city in the country of such
Specified Currency or by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable Interest Payment Date.
If the Specified Currency indicated on the face hereof is U.S. dollars,
any payment of the principal of and premium, if any, and interest on this Note
will be made, subject to applicable laws and regulations, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.
This Note is issued in the principal amount set forth on the face hereof,
but the total aggregate principal amount of the Series to which this Note
belongs is unlimited. The Company has the right, without the consent of the
holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Fiscal and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof,
or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL]
By:___________________________________
Title:
Attest:
By:___________________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to
in the within-mentioned Fiscal Agency
Agreement.
THE CHASE MANHATTAN BANK,
as Fiscal and Paying Agent
By:___________________________________
Authorized Officer
<PAGE>
[Form of Reverse of Note]
This Note is one of a duly authorized issue of Euro Medium-Term Notes of
the Series specified on the face hereof, having maturities of nine months or
more from the date of issue (the "Notes") of the Company. The Notes are issuable
under a second amended and restated fiscal and paying agency agreement, dated as
of March 31, 1999 among the Company, GE Capital Australia, GE Capital Australia
Funding Pty. Ltd., GE Capital Finance Australia, General Electric Capital Canada
Inc., GE Capital Canada Funding Company, GE Capital Canada Retailer Financial
Services Company, and The Chase Manhattan Bank, London Branch, as fiscal agent
and as principal paying agent (in such capacities, the "Fiscal and Paying
Agent") (as amended and supplemented from time to time, the "Fiscal Agency
Agreement"), to which Fiscal Agency Agreement reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Company and holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Chase Manhattan Bank at its
office in London has been appointed the Exchange Rate Agent (the "Exchange Rate
Agent", which terms include any successor exchange rate agent) with respect to
the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Fiscal Agency Agreement. To the extent not inconsistent
herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by
reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
Unless otherwise indicated on the face of this Note, this Note shall not
be subject to repayment at the option of the holder prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be subject to repayment
at the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Fiscal and Paying Agent in the City of London, at least 30 days
but not more than 60 days prior to the repayment, (i) this Note with the form
entitled "Option to Elect Repayment" on the reverse hereof duly completed or
(ii) a telegram, facsimile transmission or a letter from a commercial bank or
trust company in Western Europe which must set forth the principal amount of
this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse hereof, will be received by the Fiscal and
Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day. Exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier redemption
or repayment date), as the case may be. Interest payments for this Note, unless
otherwise specified on the face hereof, will be computed and paid on the
following basis:
o If this Note is denominated in a Specified Currency other than euro,
interest will be computed and paid on the basis of the number of
days in the Calculation Period divided by 360 (the number of days to
be calculated on the basis of a 360-day year of twelve 30-day
months) ("30/360).
o If this Note is denominated in euro, interest will be computed and
paid on the basis of the actual number
<PAGE>
of days in the Calculation Period divided by 365 (or, if any portion
of that Calculation Period falls in a leap year, the sum of (A) the
actual number of days in that portion of the Calculation Period
falling in a leap year divided by 366 and (B) the actual number of
days in that portion of the Calculation Period falling in a non-leap
year divided by 365 ("Actual/Actual (ISDA)" or "Actual/365").
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
This Note has been issued in bearer form (a "Bearer Note"), with Coupons,
if any, and any Note or Notes issued upon transfer or exchange hereof is
issuable as a Bearer Note, with Coupons, if any, attached, in the denominations
of 1,000 units, 10,000 units or 100,000 units of the Specified Currency
indicated on the face hereof (unless otherwise specified on the face hereof) or
(if so specified on the face hereof) as a Note in fully registered form, without
coupons (a "Registered Note"), in denominations of 10,000 units of the Specified
Currency indicated on the face hereof or any integral multiple of 1,000 units of
such Specified Currency in excess thereof (unless otherwise specified on the
face hereof).
This Note may be transferred by delivery. If so specified on the face
hereof, then, at the option of the holder of this Note, and subject to the terms
of the Fiscal Agency Agreement, this Note (with all unmatured Coupons, and all
matured Coupons in default) will be exchangeable at the option of the holder
hereof into Registered Notes of any authorized denominations of like tenor and
in an equal aggregate principal amount, in accordance with the provisions of the
Fiscal Agency Agreement, at the corporate trust office of The Chase Manhattan
Bank, London Branch, which initially has been appointed registrar for the
Registered Notes or at the office of any transfer agent appointed by the Company
for such purpose. If this Note is surrendered in exchange for Registered Notes
after the close of business at any such office on (i) any record date for the
payment of interest (a "Regular Record Date") on a Registered Note on an
Interest Payment Date and before the opening of business at such office on the
relevant Interest Payment Date, or (ii) any record date to be established for
the payment of defaulted interest on a Registered Note (a "Special Record Date")
and before the opening of business at such office on the related proposed date
for payment of defaulted interest, this Note shall be surrendered without the
Coupon relating to such date for payment of interest. This Note may also be
exchanged for other definitive Bearer Notes with Coupons, if any, in other
authorized denominations, in an equal aggregate principal amount, in accordance
with the provisions of the Fiscal Agency Agreement, at the offices of the Fiscal
and Paying Agent or at the office of any transfer agent designated by the
Company for such purpose. All such exchanges of Notes and Coupons will be made
free of charge, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge in connection therewith. The date of
surrender of any Note or Coupon delivered upon any exchange or transfer of Notes
or Coupons shall be such that no gain or loss of interest results from such
exchange or transfer.
If this Note is to be redeemed, the Company shall not be required to issue
or exchange this Note for a period of 15 days preceding the date fixed for
redemption.
In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Fiscal and Paying Agent, a new Note of like
tenor will be issued by the Company in exchange for the Note so mutilated or
defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case
of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that
<PAGE>
such Note was destroyed or lost or stolen and, if required, upon receipt also of
an indemnity satisfactory to each of them. All expenses and reasonable charges
associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.
The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal Agency Agreement following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.
Notes of the Series of which this Note forms a part may be redeemed, at
the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional Amounts (as
defined below) with respect to the Notes as described below. Prior to the giving
of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts if a payment in respect of the Notes were then due.
Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. Such notice will be given in accordance
with "Notices" as defined below.
If the Company shall determine that any payment made outside the United
States by the Company or any Paying Agent of principal or interest[, including
original issue discount,](5) due in respect of any Bearer Notes of the Series of
which this Note forms a part would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company
- ----------
(5) Include if Notes are original issue discount Notes.
<PAGE>
or any one of its Paying Agents (i) directly to the beneficial owner or (ii) to
a custodian, nominee or other agent of the beneficial owner, or (b) which can be
satisfied by such custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien, provided that in each case
referred to in clauses (a)(ii) and (b) payment by such custodian, nominee or
agent to such beneficial owner is not otherwise subject to any such
requirement), the Company shall redeem the Bearer Notes, in whole, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption (or, in the case of original issue discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption)
or, at the election of the Company if the conditions of the next succeeding
paragraph are satisfied, pay the additional amounts specified in such paragraph.
The Company shall make such determination and election as soon as practicable
and publish prompt notice thereof (the "Determination Notice") stating the
effective date of such certification, identification or other information
reporting requirements, whether the Company will redeem the Bearer Notes of such
Series, or whether the Company has elected to pay the Additional Amounts
specified in the next succeeding paragraph, and (if applicable) the last date by
which the redemption of the Bearer Notes must take place, as provided in the
next succeeding sentence. If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption. Such redemption notice shall include a statement as
to the last date by which the Bearer Notes to be redeemed may be exchanged for
Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem
the Bearer Notes if the Company shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would not
be subject to any such requirement, in which case the Company shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of any of the holders of Bearer
Notes called for redemption pursuant to this paragraph to exchange such Bearer
Notes for Registered Notes will terminate at the close of business of the Fiscal
and Paying Agent on the fifteenth day prior to the date fixed for redemption,
and no further exchanges of such Series of Bearer Notes for Registered Notes
shall be permitted.
If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Company
may elect to pay as Additional Amounts such amounts as may be necessary so that
every net payment made outside the United States following the effective date of
such requirements by the Company or any Paying Agent of principal or interest[,
including original issue discount,](6) due in respect of any Bearer Note or any
interest coupon of which the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding for or on account of such backup withholding tax
or similar charge (other than a backup withholding tax or similar charge which
(i) would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the presentation of such Bearer Note or interest
coupon for payment more than 15 calendar days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Bearer Note or interest coupon to be then due and payable. In the event the
Company elects to pay any Additional Amounts pursuant to this paragraph, the
Company shall have the right to redeem the Bearer Notes of such Series in whole
at any time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of such Bearer Notes shall not be reduced for
applicable withholding taxes. If the Company elects to pay Additional Amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall redeem the
Bearer Notes of such Series in whole, pursuant to the applicable provisions of
the immediately preceding paragraph.
- ----------
(6) Include if Notes are original issue discount Notes.
<PAGE>
The Company will, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder of
any Note or of any coupon, if any, who is a United States Alien as may be
necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon, if any, to be then due and payable. However, the Company
will not be required to make any payment of Additional Amounts to any such
holder for or on account of:
(a) any such tax, assessment or other governmental charge which
would not have been so imposed but for (i) the existence of any present or
former connection between such holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of such holder, if such holder is an
estate, a trust, a partnership or a corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment
therein or (ii) the presentation by the holder of any such Note or coupon,
if any, for payment on a date more than 15 calendar days after the date on
which such payment became due and payable or on the date on which payment
thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation which accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments on or in respect of
any Note;
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or interest
on, any Note, if such payment can be made without such withholding by any
other Paying Agent in a city in Western Europe;
(f) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the holder or beneficial owner of such Note, if
such compliance is required by statute or by regulation of the United
States or of any political subdivision or taxing authority thereof or
therein as a precondition to relief or exemption from such tax, assessment
or other governmental charge;
(g) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of stock entitled to vote of the Company or as a direct or
indirect subsidiary of the Company; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);
nor shall Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for
<PAGE>
tax purposes, of a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been
entitled to the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of such Note.
The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and 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 obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.
The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment of
principal of or any other amounts payable on any such Note; (v) impair the right
to institute suit for the enforcement of any such payment on or with respect to
any such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such Series; or (vii)
modify the foregoing requirements to reduce the percentage of outstanding Notes
of such Series necessary to waive any future compliance or past default.
Purchasers are required to pay for the Notes in the currency specified in
the applicable Pricing Supplement. Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.
If specified in the applicable Pricing Supplement, the Company may,
without the consent of holders of Notes denominated in a Specified Currency of a
member state of the European Union, which on or after the issue date of such
Notes participates in European Economic and Monetary Union, on giving at least
30 days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent, Euroclear, Cedelbank and/or any other
relevant clearing system, elect that, with effect from the date specified in the
Redenomination Notice (the "Redenomination Date"), such Notes shall be
redenominated in euro. The election will have effect as follows: (a) the Notes
shall be deemed to be redenominated into euro in the denomination of euro 0.01
with a nominal amount for each Note equal to the nominal amount of that Note in
the Specified Currency, converted into euro at the Established Rate (defined
below), provided that, if the Company determines after consultation with the
Paying Agent that the then market practice in respect of the redenomination into
euro of internationally offered securities is different from the provisions
specified above, such provisions shall
<PAGE>
be deemed to be amended so as to comply with such market practice and the
Company shall promptly notify the holders of Notes, any stock exchange on which
the Notes may be listed and the Paying Agent of such deemed amendments; (b) save
to the extent that an Exchange Notice (defined below) has been given in
accordance with paragraph (d) below, the amount of interest due in respect of
the Notes will be calculated by reference to the aggregate nominal amount of
Notes presented (or, as the case may be, in respect of which coupons are
presented) for payment by the relevant holder and the amount of such payment
shall be rounded down to the nearest euro 0.01; (c) if definitive Notes are
required to be issued after the Redenomination Date, they shall be issued at the
expense of the Company in the denominations of euro 1,000, euro 10,000, euro
100,000 and (but only to the extent of any remaining amounts less than euro
1,000 or such smaller denominations as the Paying Agent may approve) euro 0.01
and such other denominations as the Company shall determine and notify to the
Noteholders; (d) if issued prior to the Redenomination Date, all unmatured
coupons denominated in the Specified Currency (whether or not attached to the
Notes) will become void with effect from the date on which the Company gives
notice (the "Exchange Notice") that replacement euro-denominated Notes and
coupons are available for exchange (provided that such securities are so
available) and no payments will be made in respect of them. The payment
obligations contained in any Notes so issued will also become void on that date
although such Notes will continue to constitute valid exchange obligations of
the Company. New euro-denominated Notes and coupons, if any, will be issued in
exchange for Notes and coupons, if any, denominated in the Specified Currency in
such manner as the Paying Agent may specify and as shall be notified to the
holders of Notes in the Exchange Notice. No Exchange Notice may be given less
than 15 days prior to any date for payment of principal or interest on the
Notes; (e) after the Redenomination Date, all payments in respect of the Notes
and the coupons, if any, including payments of interest in respect of periods
commencing before the Redenomination Date, will be made solely in euro as though
references in the Notes to the Specified Currency were to euro. Payments will be
made in euro by credit or transfer to a euro account outside the United States
(or any other account to which euro may be credited or transferred) specified by
the payee or, at the option of the payee, by a euro cheque mailed to an address
outside the United States; (f) if interest for any period ending on or after the
Redenomination Date is required to be calculated for a period ending other than
on an Interest Payment Date, it will be calculated by applying the Interest Rate
to each Specified Denomination, multiplying such sum by the applicable Day Count
Fraction specified in the applicable Pricing Supplement, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention; and (g) such other changes shall be made as the
Company may decide, after consultation with the Paying Agent and the calculation
agent (if applicable), and as may be specified in the Redenomination Notice, to
conform them to conventions then applicable to instruments denominated in euro.
For the purposes hereof, "Established Rate" means the rate for the conversion of
the Specified Currency (including compliance with rules relating to roundings in
accordance with applicable EC regulations) into euro established by the Council
of European Union pursuant to Article 1091(4) of the treaty establishing the
European Community, as amended by the Treaty on European Union, and "sub-unit"
means, with respect to any Specified Currency other than euro, the lowest amount
of such Specified Currency that is available as legal tender in the country of
such Specified Currency and, with respect to euro, means one cent.
Payments of principal, premium, if any, and interest, if any, on any Note
denominated in a Specified Currency other than U.S. dollars shall be made in
U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable
due to imposition of exchange controls or other circumstances beyond the
Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community. Such
payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.
Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is The Chase Manhattan Bank. Any payment
required to be made on Notes denominated in a Specified Currency other than U.S.
dollars that is instead made in U.S. dollars under the circumstances described
above will not constitute a default of any obligation of the relevant Issuer
under such Notes. The "Market
<PAGE>
Exchange Rate" with respect to any currency other than U.S. dollars means, for
any day, the noon dollar buying rate in The City of New York on such day for
cable transfers of such currency as published by the Federal Reserve Bank of New
York, or, if such rate is not published for such day, the equivalent rate as
determined by the Exchange Rate Agent.
The provisions of the two preceding paragraphs shall not apply in the
event of the introduction in the country issuing any Specified Currency of the
euro pursuant to the entry of such country into European Economic and Monetary
Union. In this situation, payments of principal, premium, if any, and interest,
if any, on any Note denominated in any such Specified Currency shall be effected
in euro at such time as is required by, and otherwise in conformity with,
legally applicable measures adopted with reference to such country's entry into
the European Economic and Monetary Union. All references herein or in any
Pricing Supplement to "Euro" shall be to the lawful currency of the member
states of the European Union that adopt the single currency in accordance with
the treaty establishing the European Communities, as amended.
All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.
So long as this Note or the Coupons shall be outstanding, the Company will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in London,
England, [and in Luxembourg](7) [and in Paris, France](8) and an office or
agency in London for the transfer and exchange as aforesaid of the Notes. The
Company may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (subject to
applicable laws and regulations) as the Company may decide. So long as there
shall be any such agency, the Company shall keep the Fiscal and Paying Agent
advised of the names and locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such repayment all liability
of the Fiscal and Paying Agent or such Paying Agent with respect to such moneys
shall thereupon cease, without, however, limiting in any way any obligation that
the Company may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
No provision of this Note or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Fiscal Agency Agreement or
any fiscal agency agreement supplemental thereto, against any incorporator,
shareholder, 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, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
- ----------
(7) Include if Note is listed on Luxembourg Stock Exchange.
(8) Include if Note is denominated in French Francs and listed on Paris
Bourse.
<PAGE>
This Note and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is the original issue discount
amortized from the Original Issue Date of the predecessor global Note to
the date of redemption or declaration, as the case may be, which
amortization shall be calculated using the "constant yield method"
(computed in accordance with the rules under the Internal Revenue Code of
1986, as amended, and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be);
(b) the term "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day other than a Saturday or Sunday or
any other day on which banking institutions are generally authorized or
obligated by law or regulation to close in (i) the Principal Financial
Center of the country in which the Company is incorporated; (ii) the
Principal Financial Center of the country of the currency in which the
Notes are denominated (if the Note is denominated in a Specified Currency
other than the euro); (iii) the place at which payment on such Note or
coupon is to be made and (iv) London, England; provided, however, that
with respect to Notes denominated in euros, such day is also a TARGET
Settlement Day. For purposes of this definition, the principal financial
center of the United States is New York;
(c) the term "Notices" refers to:
(1) notices to holders of the Notes to be given by publication
in a daily newspaper in the English language of general circulation
in London and, if the Series of which this Note forms a part is
listed on the Luxembourg Stock Exchange and such Exchange so
requires, in a daily newspaper in Luxembourg or, if publication in
either London or Luxembourg is not practical, elsewhere in Western
Europe. Such publication is expected to be made in the Financial
Times and (if such Series is listed on the Luxembourg Stock
Exchange) the Luxemburger Wort. Such notices will be deemed to have
been given on the date of such publication, or if published in such
newspapers on different dates, on the date of the first such
publication;
(2) notices to holders of any Notes denominated in French
francs or denominated in another currency or currencies that are
linked, directly or indirectly to French francs and that are listed
on the Paris Bourse, to be given by publication in a French language
daily newspaper of general circulation in Paris (which is expected
to be La Tribune Desfosses). Such notices will comply with the
applicable rules of the Paris Bourse; and
(3) notices to holders of any Notes denominated in Dutch
guilder that are listed on the Amsterdam Stock Exchange to be given
by publication in a leading daily newspaper in the English language
of general circulation in Amsterdam and London and if such Notes are
listed on the Amsterdam Stock Exchange and such Exchange so
requires, also published in the Official Price List ("Officiele
Prijscourant"). If publication in London or Amsterdam, as the case
may be, is not practical, such publication shall be made elsewhere
in Western Europe. Such publication is expected to be made in the
Financial Times in London and the Het Financieele Dagblad in
Amsterdam. Such notices will be deemed to have been given on the
date of such publication or if published in such newspapers on
different dates, on the date of the first such publication;
(d) the term "Principal Financial Center" means (i) the capital of
the country issuing the
<PAGE>
currency in which the Notes are denominated or (ii) the capital city of
the country to which the Designated LIBOR Currency relates, as applicable,
except, in the case of (i) or (ii) above, that with respect to the
following currencies, the "Principal Financial Center" will be as
indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
(e) the term "TARGET Settlement Day" means any day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open;
(f) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction;
(g) the term "United States Alien" means a beneficial owner of a
Note that is not, for United States federal income tax purposes, (i) a
citizen or resident of the United States, (ii) a corporation or
partnership created or organized in or under the laws of the United
States, any state thereof or the District of Columbia (unless, in the case
of a partnership, Treasury regulations provide otherwise), (iii) an estate
whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain trusts
in existence on August 20, 1996, and treated as United States person prior
to such date, that elect to continue to be treated as United States
persons, will also not be a United States Alien;
(h) all other terms used in this Note which are defined in the
Fiscal Agency Agreement and not otherwise defined herein shall have the
meanings assigned to them in the Fiscal Agency Agreement.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at_______________ (Please print or typewrite
name and address of the undersigned).
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid:_______________; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):
___________________________.
Date:______________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the within
instrument in every particular without
alteration or enlargement.
<PAGE>
EURO MEDIUM-TERM NOTE
NO. ______
FORM OF COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
Principal Amount: Coupon Number(9)______
[Interest Amount due in
Specified Currency]
Due __________________
Unless the Note to which this Coupon appertains shall have been called for
previous redemption and payment thereof duly provided for, on the date set forth
hereon, GENERAL ELECTRIC CAPITAL CORPORATION (the "Company") will pay to bearer,
upon surrender hereof at such agencies in such places outside the United States
as the Company may determine from time to time (the "Paying Agents"), interest
on the principal amount of such Note as specified above (together with any
additional amounts in respect thereof which the Company may be required to pay
according to the terms of such Note), in such coin or currency as specified
above as at the time of payment shall be legal tender for the payment of public
and private debts. Payment on this Coupon shall be made, at the option of the
bearer hereof and subject to any applicable laws and regulations, by a check
mailed to an address outside the United States furnished by such bearer or by
wire transfer to an account maintained by the payee with a bank located outside
the United States.
GENERAL ELECTRIC CAPITAL CORPORATION
By:_________________________________
Name:
Title:
[SEAL]
Attest: By__________________________
Name:
Title:
- ----------
(9) The Coupon number, the interest amount due in the Specified Currency and
due date should appear in the right-hand section of the face of the
Coupon.
<PAGE>
[Form of Reverse of Coupon]
Principal Paying Agent:
The Chase Manhattan Bank
London Branch
Trinity Tower, 9 Thomas More Street
London E1 9YT, England
Paying Agents:
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2012 Luxembourg
[Chase Manhattan Bank AG
Alexanderstrasse 59
60489 Frankfurt
Germany](10)
- ----------
(10) Insert if Note is denominated in Deutsche Marks.
FORM OF TEMPORARY GLOBAL FLOATING RATE BEARER NOTE
Temporary Global Floating Rate Bearer Note
GENERAL ELECTRIC CAPITAL CORPORATION
BEARER BEARER
No. TGFL [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED
INSTITUTION UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN
GUARANTEED.](4)
THIS SECURITY IS A TEMPORARY GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, REPRESENTING
(AND EXCHANGEABLE FOR) DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES. IF SO PROVIDED HEREIN, THIS GLOBAL NOTE MAY ALSO BE EXCHANGED
DIRECTLY FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE OR FOR DEFINITIVE NOTES, THIS GLOBAL NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
- ----------
(1) Insert Principal Amount.
(2) Insert Optional Payment Amount if the Note has a dual-currency feature.
(3) Please delete as appropriate. Include "commercial paper" if Notes must be
redeemed before the first anniversary. Include "shorter" if Notes may not
be redeemed before their first anniversary but must be redeemed before
their third anniversary. Include "longer" if Notes may not be redeemed
before their third anniversary.
(4) This legend to appear on all Notes (whether denominated in Sterling or
otherwise) in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Floating Rate)
SERIES:
<TABLE>
<S> <C> <C> <C>
COMMON CODE: MINIMUM INTEREST RATE: INTEREST RESET PERIOD: INITIAL REDEMPTION DATE:
ISIN: INDEX MATURITY: INTEREST RESET DATES: INITIAL REDEMPTION
PERCENTAGE:
ORIGINAL ISSUE DATE: OPTION ELECTION DATES: APPLICABILITY OF
MODIFIED PAYMENT UPON APPLICABILITY OF ANNUAL
ACCELERATION OR REDEMPTION PERCENTAGE
MATURITY DATE: OPTIONAL PAYMENT REDEMPTION: REDUCTION:
CURRENCY:
If yes, state Issue If yes, state Annual
SPECIFIED (FACE AMOUNT) Price and each Percentage Reduction:
CURRENCY: DESIGNATED EXCHANGE RATE: redemption date and
redemption price:
OPTIONAL REPAYMENT
INTEREST PAYMENT DATE(S): OPTION VALUE CALCULATION DATE(S):
AGENT: INDEXED CURRENCY:
INTEREST RATE BASIS: SPREAD (PLUS OR MINUS): DENOMINATIONS OF
CURRENCY BASE RATE: DEFINITIVE NOTES (if not
as set forth herein):
INITIAL INTEREST RATE: ALTERNATE RATE EVENT
SPREAD: DETERMINATION AGENT:
TAX REDEMPTION DATE:
INITIAL ACCRUAL DATE: AVAILABILITY OF
SPREAD MULTIPLIER: REGISTERED NOTES:
MAXIMUM INTEREST RATE: IF THIS NOTE IS
INTEREST PAYMENT PERIOD: EXCHANGEABLE DIRECTLY
FOR DEFINITIVE NOTES,
INDICATE FORM(S) OF
DEFINITIVE NOTES:
</TABLE>
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
INDEX CURRENCY:___________________
DESIGNATED LIBOR PAGE:
|_| Reuters Page: ________________
|_| Telerate Page: ______________
INTEREST CALCULATION: DAY COUNT CONVENTION
|_| Regular Floating Rate Note |_| Actual/360 for the period
|_| Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: |_| Actual/Actual to the period
Fixed Interest Rate: from to
|_| Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: OTHER PROVISIONS:
|_| Yes
|_| No
<PAGE>
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to each of Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System (the "Euroclear Operator"), and
Cedelbank ("Cedelbank"), or any other recognized or agreed clearing system, with
respect to that portion of this Note held for its account, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon at
the Interest Rate per annum specified above from the Original Issue Date
specified above until the principal hereof is paid or duly made available for
payment (except as provided below), in arrears monthly, quarterly, semiannually
or annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date (or any redemption or repayment date).
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date, until the
principal hereof has been paid or duly made available for payment, in each case,
upon Certification. Upon the payment of interest on this Note, the Fiscal and
Paying Agent (as defined below) shall cause Schedule A of this Note to be
endorsed to reflect such payment of interest and the amount of interest so paid
shall be noted. No payments on this Note will be made at any office or agency
maintained by the Company in the United States for the payment of principal of,
premium, if any, and interest, if any, on this Note, nor will any such payment
be made by mail to an address in the United States or by transfer to an account
maintained by the holder of this Note with a bank in the United States.
Notwithstanding the foregoing, if this Note is payable in U.S. dollars and if
payment in U.S. dollars of the full amount payable on this Note at the offices
of all paying agencies outside the United States would be illegal or effectively
precluded as a result of exchange controls or similar restrictions, payment on
this Note will be made by a paying agency in the United States, if such paying
agency, under applicable law and regulations, would be able to make such
payment.
This Note is issued in bearer form and represents a portion of a duly
authorized issue of Euro Medium-Term Notes of the Series specified above, issued
under a second amended and restated fiscal and paying agency agreement, dated as
of March 31, 1999 among the Company, GE Capital Australia, GE Capital Australia
Funding Pty. Ltd., GE Capital Finance Australia, General Electric Capital Canada
Inc., GE Capital Canada Funding Company, GE Capital Canada Retailer Financial
Services Company and The Chase Manhattan Bank, London Branch, as fiscal agent
and as principal paying agent (in such capacities, the "Fiscal and Paying
Agent") (as amended and supplemented from time to time, the "Fiscal Agency
Agreement"). The Notes are issuable in bearer form (the "Bearer Notes"), with
interest coupons attached (except in the case of Bearer Notes in global form),
and (if so provided above) are also issuable in fully registered form, without
coupons (the "Registered Notes" and, together with the Bearer Notes, the
"Notes"). Unless otherwise specified above, the definitive Bearer Notes, with
interest coupons attached, are issuable in the denominations of 1,000 units,
10,000 units or 100,000 units of the Specified Currency indicated on the face
hereof and the definitive Registered Notes are issuable in denominations of
100,000 units of the Specified Currency indicated on the face hereof or any
integral multiple of 1,000 units of such Specified Currency in excess thereof.
Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Floating Rate Bearer Note (the"Permanent
Global Floating Rate Bearer Note") (or if so specified above, the definitive
Floating Rate Bearer Notes or definitive Floating Rate Registered Notes) to be
issued in exchange for this Note, which terms and conditions are hereby
incorporated by reference herein mutatis mutandis and shall be binding on the
Company and the holder hereof as if fully set forth herein.
This Note is exchangeable in whole or from time to time in part for (i) an
interest (equal to the principal amount of the Bearer Notes being exchanged
theretofore represented by this Note) in a single Permanent Global Floating Rate
Bearer Note or (ii) if so specified above, an equal principal amount of
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes upon request of the Euroclear Operator or
<PAGE>
Cedelbank, acting on behalf of the owner of a beneficial interest in the Note,
to the Fiscal and Paying Agent only on or after the Exchange Date upon
Certification to the effect that the Notes to be issued upon such exchange are
not being acquired by or on behalf of a United States Person or, if a United
States Person has a beneficial interest in the Notes, that such person is (i) a
Qualifying Foreign Branch purchasing for its own account or for resale, (ii) a
United States Person who acquires the Notes through a Qualifying Foreign Branch
and who holds the obligation through such financial institution on the date of
Certification, or (iii) a financial institution who acquires the Notes for
purposes of resale during the Restricted Period other than for purposes of
resale directly or indirectly to a United States Person or to a person within
the United States. Upon exchange of any portion of this Note for a Permanent
Global Floating Rate Bearer Note (or definitive Floating Rate Bearer Notes
and/or definitive Floating Rate Registered Notes), the Fiscal and Paying Agent
shall cause Schedule A of this Note to be endorsed to reflect the reduction of
its principal amount by an amount equal to the aggregate principal amount being
so exchanged. Except as otherwise provided herein, until exchanged for a
Permanent Global Floating Rate Bearer Note (or definitive Floating Rate Bearer
Notes and/or definitive Floating Rate Registered Notes), this Note shall in all
respects be entitled to the same benefits under the Fiscal Agency Agreement as a
duly authenticated and delivered definitive Note.
If this Note is subject to a tax redemption or if all or any portion of
the principal hereof is accelerated, each as described in the Fiscal Agency
Agreement, payment of the amount due upon any such redemption or acceleration
shall be subject to receipt of Certification.
Unless the certificate of authentication hereon has been executed by the
Fiscal and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Fiscal Agency Agreement or be valid or obligatory for any
purpose.
As used herein:
(a) the term "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day other than a Saturday or Sunday or any
other day on which banking institutions are generally authorized or obligated by
law or regulation to close in (i) the principal financial center of the country
in which the Company is incorporated; (ii) the principal financial center of the
country of the currency in which the Notes are denominated; (iii) the place at
which payment on such Note or coupon is to be made; and (iv) London, England;
provided, however, that with respect to Notes denominated in euros, such day is
also TARGET Settlement Date. For purposes of this definition, the principal
financial center of the United States is New York;
(b) the term "Certification" means a certificate substantially in the form
of Exhibit B-2 hereto delivered by the Euroclear Operator or Cedelbank, as the
case may be, which certificate is based on a certificate substantially in the
form of Exhibit B-1 hereto provided to it by its account holders;
(c) the term "Qualifying Foreign Branch" means a branch of a United States
financial institution, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v), located outside the United States that is purchasing for its
own account or for resale and that has agreed, as a condition of purchase, to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended and the regulations thereunder;
(d) the term "Restricted Period" with respect to each issuance means the
period which begins on the earlier of the date on which the Company receives the
proceeds of the sale of this Note with respect to its issuance or the first date
on which this Note is offered to persons other than the Agents, and which ends
40 days after the date on which the Company receives the proceeds of the sale of
this Note; provided that if this Note is held as part of an unsold allotment or
subscription, any offer or sale of this Note shall be deemed to be during the
Restricted Period;
(e) the term "United States" means the United States of America (including
the States and the
<PAGE>
District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction;
(f) the term "United States Person" means (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and
(g) all other terms used in this Note which are defined in the Fiscal
Agency Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Fiscal Agency Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL]
By:_______________________________________
Title:
Attest:
By:______________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Fiscal Agency
Agreement.
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
as Fiscal and Paying Agent
By:______________________________
Authorized Officer
<PAGE>
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______________. The following
payments of interest and exchanges of a part of this Note for an interest in a
single Permanent Global Floating Rate Bearer Note (or if so specified above, for
definitive Notes) have been made:
================================================================================
Principal
(Face)(5)
Amount
Exchanged for Remaining
Permanent Principal Notation made
Global Bearer (Face)(5)Amount by or on
Date of Notes or Outstanding behalf of
Exchange or Payment of Definitive Following Such Fiscal and
Interest Payment Interest Notes Exchange Paying Agent
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- ----------
(5) To be used instead of "Principal" if the Note has a dual-currency or index
feature.
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-1
CERTIFICATE
------------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that (a)
are foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Notes
through foreign branches of United States financial institutions and who hold
the Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the Notes is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) such financial institution has not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
<PAGE>
EXHIBIT B-1
Page 2
This certification excepts and does not relate to $_____ of such interest
in the above Notes in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Notes (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:________________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
By:___________________________
(Authorized Signatory)
Name:
Title:
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-2
CERTIFICATE
------------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency
Agreement, as of the date hereof, _____________ principal amount of the
above-captioned Notes (i) is owned by persons that are not citizens or residents
of the United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
<PAGE>
EXHIBIT B-2
Page 2
We further certify (i) that we are not making available herewith for
exchange any portion of the temporary global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
are no longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:___________________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER CLEARANCE SYSTEM]
By:___________________________________
FORM OF PERMANENT GLOBAL FLOATING RATE BEARER NOTE
GENERAL ELECTRIC CAPITAL CORPORATION
BEARER BEARER
No. PGFL [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED
INSTITUTION UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN
GUARANTEED.](4)
THIS SECURITY IS A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED
BELOW).
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE BEARER NOTES
OR IF SO PROVIDED HEREIN REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
- ----------
(1) Insert principal amount.
(2) Insert optional payment amount if the note has dual-currency feature.
(3) Please delete as appropriate. Include "commercial paper" if Notes must be
redeemed before the first anniversary. Include "shorter" if Notes may not
be redeemed before their first anniversary but must be redeemed before
their third anniversary. Include "longer" if Notes may not be redeemed
before their third anniversary.
(4) This legend to appear on all Notes (whether denominated in Sterling or
otherwise) in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Floating Rate)
SERIES:
<TABLE>
<S> <C> <C> <C>
COMMON CODE: MINIMUM INTEREST RATE: INTEREST RESET PERIOD: INITIAL REDEMPTION DATE:
ISIN: INDEX MATURITY: INTEREST RESET DATES: INITIAL REDEMPTION
PERCENTAGE:
ORIGINAL ISSUE DATE: OPTION ELECTION DATES: APPLICABILITY OF MODIFIED APPLICABILITY OF ANNUAL
PAYMENT UPON ACCELERATION OR REDEMPTION PERCENTAGE
REDEMPTION: REDUCTION:
MATURITY DATE: OPTIONAL PAYMENT CURRENCY:
If yes, state Issue Price If yes, state Annual
and each redemption date and Percentage Reduction:
SPECIFIED (FACE AMOUNT) DESIGNATED EXCHANGE RATE: redemption price:
CURRENCY:
OPTIONAL REPAYMENT DATE(S):
OPTION VALUE CALCULATION INDEXED CURRENCY:
INTEREST PAYMENT DATE(S): AGENT:
DENOMINATIONS OF DEFINITIVE
CURRENCY BASE RATE: NOTES (if not as set forth
INTEREST RATE BASIS: SPREAD (PLUS OR MINUS): herein):
DETERMINATION AGENT:
INITIAL INTEREST RATE: ALTERNATE RATE EVENT SPREAD: TAX REDEMPTION DATE:
AVAILABILITY OF REGISTERED
INTEREST ACCRUAL DATE: SPREAD MULTIPLIER: NOTES:
MAXIMUM INTEREST RATE: INTEREST PAYMENT PERIOD:
</TABLE>
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
DESIGNATED LIBOR
CURRENCY:_________________________
DESIGNATED LIBOR PAGE:
|_| Reuters Page: ________________
|_| Telerate Page: ______________
INTEREST CALCULATION: DAY COUNT CONVENTION
|_| Regular Floating Rate Note |_| Actual/360 for the period
|_| Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: |_| Other:
Fixed Interest Rate:
|_| Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: OTHER PROVISIONS:
|_| Yes
|_| No
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to the holder hereof upon surrender hereof, the principal sum
(or Face Amount, if the Note has a dual-currency or index feature) specified in
Schedule A hereto on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon to
the bearer at the interest rate per annum calculated in accordance with the
terms hereof from the Original Issue Date specified above until the principal
hereof is paid or duly made available for payment
<PAGE>
(except as provided below), in arrears monthly, quarterly, semiannually or
annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date (or any redemption or repayment date); provided, however, that
each of Morgan Guaranty Trust Company of New York, Brussels Office, as operator
of the Euroclear System, and Cedelbank ("Cedelbank"), or any other recognized or
agreed clearing system, shall be deemed a holder of this Note with respect to
the portion hereof held for its respective account; and provided further,
however, that if the Original Issue Date occurs between a date that is 15 days
prior to the next succeeding Interest Payment Date and such Interest Payment
Date, interest payments will commence on the second Interest Payment Date
succeeding the Original Issue Date to the holder of this Note on such second
Interest Payment Date.
Payment of the principal of this Note and any premium due at the Maturity
Date (or any redemption or repayment date) will be made in immediately available
funds upon surrender of this Note at the office or agency of the Fiscal and
Paying Agent or at the office or agency of such other paying agents outside the
United States (this and certain other capitalized terms used herein are defined
on the reverse of this Note) as the Company may determine maintained for that
purpose (a "Paying Agent").
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date, until the
principal hereof has been paid or duly made available for payment (except as
provided below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, will be paid to the holder of this Note at
the office or agency of the Fiscal and Paying Agent or at the office of any
Paying Agent and the Fiscal and Paying Agent shall cause Schedule A of this Note
to be endorsed to reflect such payment of interest and the amount of interest so
paid will be noted.
If the Specified Currency is other than U.S. dollars, then, except as provided
on the reverse hereof, payment of the principal of and premium, if any, and
interest on this Note will be made in such Specified Currency either by a check
drawn on a bank in London, Luxembourg or a city in the country of such Specified
Currency or by wire transfer of immediately available funds if appropriate wire
transfer instructions in writing have been received by the Fiscal and Paying
Agent or any Paying Agent not less than 10 days prior to the applicable Interest
Payment Date.
If the Specified Currency indicated on the face hereof is U.S. dollars,
any payment of the principal of and premium, if any, and interest on this Note
will be made, subject to applicable laws and regulations, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.
This Note is issued in the principal amount set forth on the face hereof,
but the total aggregate principal amount of the Series to which this Note
belongs is unlimited. The Company has the right, without the consent of the
holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Fiscal and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof,
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL]
By:
--------------------------------------
Title: Senior Vice President -
Corporate Treasury and Global
Funding Operation
Attest:
By:
--------------------------
Title: Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to
in the within-mentioned Fiscal Agency
Agreement.
THE CHASE MANHATTAN BANK, LONDON BRANCH
as Fiscal and Paying Agent
By:
--------------------------
Authorized Officer
<PAGE>
[Form of Reverse of Note]
This Note is one of a duly authorized issue of Euro Medium-Term Notes of
the Series specified on the face hereof, having maturities of nine months or
more from the date of issue (the "Notes") of the Company. The Notes are issuable
under a second amended and restated fiscal and paying agency agreement, dated as
of March 31, 1999 among the Company, GE Capital Australia, GE Capital Australia
Funding Pty. Ltd., GE Capital Finance Australia, General Electric Capital Canada
Inc., GE Capital Canada Funding Company, GE Capital Canada Retailer Financial
Services Company, and The Chase Manhattan Bank, London Branch, as fiscal agent
and as principal paying agent (in such capacities, the "Fiscal and Paying
Agent") (as amended and supplemented from time to time, the "Fiscal Agency
Agreement") to which Fiscal Agency Agreement reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
of the Company and holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Chase Manhattan Bank at its
office in London has been appointed the Exchange Rate Agent (the "Exchange Rate
Agent", which term includes any successor exchange rate agent) with respect to
the Notes. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Fiscal Agency Agreement. To the extent not inconsistent
herewith, the terms of the Fiscal Agency Agreement are hereby incorporated by
reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
Unless otherwise indicated on the face of this Note, this Note shall not
be subject to repayment at the option of the holder prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be subject to repayment
at the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Fiscal and Paying Agent in the City of London, at least 30 days
but not more than 60 days prior to the repayment, (i) this Note with the form
entitled "Option to Elect Repayment" on the reverse hereof duly completed or
(ii) a telegram, facsimile transmission or a letter from a commercial bank or
trust company in Western Europe which must set forth the principal amount of
this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse hereof, will be received by the Fiscal and
Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day. Exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.
This Note will bear interest at the rate determined as follows:
1. If this Note is designated as a Regular Floating Rate Note on the
face hereof, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis shown on the face hereof (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described on the
face hereof. Commencing on the first Interest Reset Date (the "Initial
Interest Reset Date"), the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified on the face
hereof; provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the Initial Interest Reset Date
will be the Initial Interest Rate, and (ii) unless
<PAGE>
otherwise specified on the face hereof, the interest rate in effect hereon
for the ten calendar days immediately prior to a Maturity Date shall be
that in effect on the tenth calendar day preceding such Maturity Date.
2. If this Note is designated as a Floating Rate/Fixed Rate Note on
the face hereof, then, except as described below, this Note shall
initially bear interest at the rate determined by reference to the
applicable Interest Rate Basis shown on the face hereof (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described
on the face hereof. Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note is payable shall be reset as of each
Interest Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date will be the Initial Interest Rate;
(ii) unless otherwise specified on the face hereof, the interest rate in
effect hereon for the ten calendar days immediately prior to the Fixed
Rate Commencement Date shall be that in effect on the tenth calendar day
preceding the Fixed Rate Commencement Date; and (iii) the interest rate in
effect commencing on, and including, the Fixed Rate Commencement Date to
the Maturity Date shall be the Fixed Interest Rate, if such a rate is
specified on the face hereof, or if no such Fixed Interest Rate is so
specified, the interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating Rate Note on
the face hereof, then, except as described below, this Note will bear
interest equal to the Fixed Interest Rate indicated on the face hereof
minus the rate determined by reference to the applicable Interest Rate
Basis shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof;
provided, however, that the interest rate hereon will not be less than
zero. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest Reset
Date specified on the face hereof; provided, however, that (i) the
interest rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest Rate, and (ii)
unless otherwise specified on the face hereof, the interest rate in effect
hereon for the ten calendar days immediately prior to a Maturity Date
shall be that in effect on the tenth calendar day preceding such Maturity
Date.
4. Notwithstanding the foregoing, if this Note is designated above
as having an Addendum attached, the Note shall bear interest in accordance
with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined on the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall
be the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if an Interest Rate Basis specified on
the face hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.
Unless otherwise specified on the face hereof, the Interest Determination
Date pertaining to an Interest Reset Date for Notes bearing interest calculated
by reference to the CD Rate, Commercial Paper Rate, Federal Funds Rate and Prime
Rate will be the second Business Day next preceding such Interest Reset Date.
The Interest Determination Date with respect to the Eleventh District Cost of
Funds Rate will be the last working day of the month immediately preceding each
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below). Unless
otherwise specified on the face hereof, the Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated
<PAGE>
by reference to LIBOR shall be the second London Banking Day (as defined below)
preceding such Interest Reset Date, unless the Designated LIBOR Currency (as
defined herein) is (i) pounds sterling, in which case the "Interest
Determination Date" will be the applicable Interest Reset Date, or (ii) euro, in
which case the Interest Determination Date will be the second TARGET Settlement
Day (as defined herein) preceding such Interest Reset Date. Unless otherwise
specified on the face hereof, the Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to
EURIBOR shall be the second TARGET Settlement Day preceding each Interest Reset
Date for the related Notes. The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by reference to the
Treasury Rate shall be the day of the week in which such Interest Reset Date
falls on which Treasury bills normally would be auctioned; provided, however,
that if an auction is held on the Friday of the week preceding such Interest
Reset Date, the related Interest Determination Date shall be such preceding
Friday; and provided, further, that if an auction shall fall on any Interest
Reset Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction. "London Banking Day" means any day on which
commercial banks are open for business (including dealings in the Designated
LIBOR Currency) in London, England.
The "Calculation Date" pertaining to any Interest Determination Date will
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
With respect to each Series of Notes listed on the Paris Bourse, the
Calculation Agent will notify The Paris Bourse of the interest rate, the
interest amount, the interest period and the Interest Payment Date related to
each Interest Reset Date as soon as such information is available.
Determination of CD Rate. If the Interest Rate Basis specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs (Secondary Market)", or, if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of deposit of the
Index Maturity specified on the face hereof as published by the Federal Reserve
Bank of New York in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, under the caption "CDs
(Secondary Market)". If such rate is not yet published in either H.15(519), H.15
Daily Update, or such other recognized electronic source by 3:00 P.M., New York
City time, on such Calculation Date pertaining to such Interest Determination
Date, then the CD Rate on such Interest Determination Date will be calculated by
the Calculation Agent referred to on the face hereof and will be the arithmetic
mean of the secondary market offered rates as of 10:00 a.m., New York City time,
on such Interest Determination Date, for negotiable certificates of deposit of
major United States money market banks with a remaining maturity closest to the
Index Maturity specified on the face hereof in a denomination of $5,000,000 as
quoted by three leading nonbank dealers in negotiable U.S. dollar certificates
of deposit in The City of New York selected by the Calculation Agent; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the CD Rate with respect to such
Interest Determination Date shall be the CD Rate as in effect on such Interest
Determination Date. For the purposes hereof, "H.15 Daily Update" means the daily
update of H.15(519), available through the world-wide-web site of the Board of
Governors of the United States Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor service.
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in
<PAGE>
H.15(519) under the heading "Commercial Paper Nonfinancial," or if not so
published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Commercial Paper Rate shall
be the Money Market Yield of the rate on such Interest Determination Date for
commercial paper of the Index Maturity specified on the face hereof as published
in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "Commercial Paper
Nonfinancial". If such rate is not yet available in either H.15(519) , H.15
Daily Update, or such other recognized electronic source by 3:00 p.m., New York
City time, on such Calculation Date, then the Commercial Paper Rate on such
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 a.m., New York City time, on such Interest Determination Date for
commercial paper of the Index Maturity specified on the face hereof, placed for
an industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized rating agency, as quoted by three leading dealers in
commercial paper in The City of New York selected by the Calculation Agent;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting offered rates as set forth above, the Commercial Paper
Rate with respect to such Interest Determination Date shall be the Commercial
Paper Rate in effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If the Interest
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated above, the Eleventh District Cost of Funds Rate shall be determined on
each applicable Interest Determination Date and shall be the rate equal to the
monthly weighted average cost of funds for the calendar month preceding such
Interest Determination Date as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on any
such Interest Determination Date, the Eleventh District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate for
the calendar month next preceding such Interest Determination Date, then the
Eleventh District Cost of Funds Rate for such Interest Determination Date will
be the Eleventh District Cost of Funds Rate in effect on such Interest
Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis specified
on the face hereof is the Federal Funds Rate, the Federal Funds Rate with
respect to this Note shall be determined on each Interest Determination Date and
shall be the rate on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)" as such rate is displayed on Telerate
Page 120, or, if the rate does not appear on Telerate Page 120 or is not
published in H.15(519) prior to 11:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such Interest Determination Date as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "Federal Funds (Effective)".
If such rate does not appear on Telerate Page 120 or is not published in
H.15(519), H.15 Daily Update or such other recognized electronic source by 3:00
p.m., New York City time, on such Calculation Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal funds as of 11:00 a.m., New York City time, on such
Interest Determination Date arranged by three leading brokers of Federal funds
transactions in The
<PAGE>
City of New York selected by the Calculation Agent; provided, however, that if
fewer than three brokers are providing the aforesaid quotes, the Federal Funds
Rate with respect to such Interest Determination Date shall be the Federal Funds
Rate in effect on such Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:
(i) LIBOR will be either (a) if "LIBOR Telerate" is specified on the
face hereof or if the face hereof does not specify a source for LIBOR, the
rate for deposits in the London interbank market in the Designated LIBOR
Currency (as defined below) having the Index Maturity designated on the
face hereof commencing on the second Business Day immediately following
such Interest Determination Date (or, if pounds sterling is the Designated
LIBOR Currency, beginning on such date or, if euro is the Designated LIBOR
Currency, beginning on the second TARGET Settlement Day immediately after
such date), that appears on the Designated LIBOR Page (as defined below)
as of 11:00 a.m., London time, on that Interest Determination Date, or (b)
if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of
the offered rates for deposits in the London interbank market in the
Designated LIBOR Currency having the Index Maturity designated on the face
hereof and commencing on the second Business Day immediately following
such Interest Determination Date, (or, if pounds sterling is the
Designated LIBOR Currency, beginning on such date or, if euro is the
Designated LIBOR Currency, beginning on the second TARGET Settlement Day
immediately after such date), that appears on the Designated LIBOR Page
(as defined below) that appear on the Designated LIBOR Page as of 11:00
a.m., London time, on such Interest Determination Date, if at least two
such offered rates on such Designated LIBOR Page. If fewer than two
offered rates appear, or no rate appears, as applicable, LIBOR in respect
of such Interest Determination Date will be determined as if the parties
had specified the rate described in clause (ii) below.
(ii) If fewer than two offered rates appear, or no rate appears, as
the case may be, on the applicable Designated LIBOR Page as specified in
clause (i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the Calculation
Agent with its offered quotation for deposits in the Designated LIBOR
Currency for the period of the Index Maturity designated on the face
hereof, commencing on the second Business Day (or if pounds sterling is
the Designated LIBOR Currency, commencing on such Interest Determination
Date or, if euro is the Designated LIBOR Currency, beginning on the second
TARGET Settlement Day immediately after such date) immediately following
such Interest Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such Interest
Determination Date and in a principal amount that is representative for a
single transaction in such Designated LIBOR Currency in such market at
such time. If at least two such quotations are provided, LIBOR determined
on such Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR determined on
such Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m. (or such other time specified on the
face hereof), New York City time, on such Interest Determination Date by
three major banks (one of which may be an affiliate of the calculation
agent) in the Principal Financial Center selected by the calculation
agent. The rates will be for loans in the Designated LIBOR Currency to
leading European banks having the Index Maturity designated in the
applicable Pricing Supplement beginning on the second London Business Day
after that date (or, if pounds sterling is the Designated LIBOR Currency,
commencing on such date or, if euro is the Designated LIBOR Currency,
beginning on the second TARGET Settlement Day immediately after such date)
and in a Representative Amount; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR with respect to such Interest Determination Date will be
LIBOR in effect on such Interest Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currencies and euro) specified
<PAGE>
on the face hereof as the currency with respect to which LIBOR shall be
calculated. If no such currency is specified on the face hereof, the Designated
LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
in on the face hereof, the display on the Reuters Monitor Money Rates Service
for the purpose of displaying the London interbank rates of major banks for the
applicable Designated LIBOR Currency, or (b) if "LIBOR Telerate" is specified on
the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as
the manner of calculating LIBOR, the display on Telerate (or any successor
service) for the purpose of displaying the London interbank offered rates of
major banks for the applicable Designated LIBOR Currency.
Determination of EURIBOR. If the Interest Rate Basis specified on the face
hereof is EURIBOR, EURIBOR with respect to this Note shall be determined on each
Interest Determination Date and shall be the rate for deposits in euros having
the Index Maturity designated on the face hereof that appears on the Designated
EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination
Date. If such rate does not appear on the Designated EURIBOR Page as of 11:00
a.m., Brussels time, on that Interest Determination Date, then the Calculation
Agent will request the principal offices of four major banks (one of which may
be an affiliate of the Calculation Agent) in the Euro-zone selected by the
Calculation Agent to provide such bank's offered quotation to prime banks in the
Euro-zone interbank market for deposits in euros having the Index Maturity
designated on the face hereof as of 11:00 a.m., Brussels time, on such Interest
Determination Date and in a Representative Amount. If at least two quotations
are provided, EURIBOR determined on such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
EURIBOR determined on such Interest Determination Date will be the arithmetic
mean of the rates quoted by major banks (which may include an affiliate of the
Calculation Agent) in the Euro-zone, selected by the Calculation Agent, at
approximately 11:00 a.m., Brussels time, on the Interest Determination Date for
loans in euros to leading European banks for a period of time corresponding to
the Index Maturity designated on the face hereof and in a Representative Amount.
If no rates are quoted by major banks, EURIBOR for such Interest Determination
Date will be EURIBOR in effect for such Interest Determination Date. "Euro-zone"
means the area encompassed by member states in the European Union that are
participating in the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Communities, as amended by the
Treaty on European Union.
Determination of Prime Rate. If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date as published in H.15(519) under the heading "Bank Prime Loan", or if not so
published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Prime Rate will be the rate as
published on such Interest Determination Date in the H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the caption "Bank Prime Loan". If such rate is not published in H.15(519),
H.15 Daily Update or such other recognized electronic source, then the Prime
Rate will be the arithmetic mean (rounded upwards, if necessary, to the next
higher one-hundred thousandth of a percentage point) of the rates of interest
publicly announced by each bank named on the Reuters Screen U.S. Prime 1 Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen U.S. Prime
1 Page on such interest Determination Date, or, if fewer than four, but more
than one, such rates appear on the Reuters Screen U.S. Prime 1 Page for such
Interest Determination Date, the rate shall be the arithmetic mean of the prime
rates quoted on the basis of actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent from
which quotations are requested. For purposes of making the foregoing
determination, each change in the prime rate or base lending rate of any bank so
announced by such bank will be effective as of the effective date of the
announcement or, if no effective date is specified, as of the date of the
announcement. If fewer than two such quotations are provided, the Prime Rate
will be calculated by the Calculation Agent and will be determined as the
arithmetic mean on the basis of the prime rates or base lending rates quoted in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the
<PAGE>
United States or any state thereof, each having total equity capital of at least
$500 million and being subject to supervision or examination by a federal or
state authority, selected by the Calculation Agent to quote such rate or rates;
provided, however, that if the banks or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate
with respect to such Interest Determination Date will be the Prime Rate in
effect on such Interest Determination Date.
Determination of Treasury Rate. If the Interest Rate Basis specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as it appears under the caption "[HIGH RATE]" on page 56 or page 57 of
Telerate (or any other pages that may replace such pages on such service) or if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate on such
Interest Determination Date (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held in the five Business Days preceding such Interest Determination
Date, then the Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of such
Treasury bills having the specified Index Maturity as published in H.15(519)
under the caption "U.S. Government Securities Treasury Bills [Auction high]." If
such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on
the related Calculation Date, the rate on such Interest Determination Date of
such Treasury bills will be as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities/Treasury Bills/[Auction high]" on such
Interest Determination Date If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source on such Interest
Determination Date, then the Treasury Rate will be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity specified
on the face hereof; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting bid rates as mentioned in this
sentence, the Treasury Rate with respect to such Interest Determination Date
will be the Treasury Rate in effect on such Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.
Interest payments on this Note will equal the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the date of issue of the
predecessor global Note, if no interest has been paid) to but excluding the
related Interest Payment Date; provided, however, that if the Interest Reset
Period with respect to this Note is daily or weekly, each interest payment will
include interest accrued from and including the date of issue of the predecessor
global Note or from but excluding the fifteenth calendar day preceding the next
preceding Interest Payment Date (whether or not such
<PAGE>
fifteenth calendar day is a Business Day) to which interest has been paid, as
the case may be, through and including the fifteenth calendar day preceding the
applicable Interest Payment Date (whether or not such fifteenth calendar day is
a Business Day), unless otherwise specified on the face hereof; and provided,
further, that the interest payment with respect to this Note made on the
Maturity Date will include interest accrued to but excluding such Maturity Date.
Unless otherwise specified on the face hereof, the day count fraction in
respect of the calculation of an amount of interest on this Note for any period
of time (the "Calculation Period") will be computed and paid on the basis of the
actual number of days in the Calculation Period divided by 360.
Accrued interest on this Note will be calculated by multiplying the
principal amount of this Note (or, if this Note is designated as an Indexed Note
on the face hereof, the face amount of such Indexed Note) by an accrued interest
factor. The accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each day will be computed by dividing
the interest rate in effect on that day by 360, unless an alternative day-count
fraction is specified on the face hereof, in which case the corresponding
denominator of such alternative day count fraction will be used to compute the
interest factor. If the interest rate on this Note may be calculated with
reference to two or more Interest Rate Bases, the accrued interest factor will
be calculated in each period by selecting one such Interest Rate Basis for such
period. For these calculations, the interest rate in effect on any Interest
Reset Date will be the new reset rate.
All percentages resulting from any calculation will be to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be
rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).
If any Interest Payment Date other than the Maturity Date would otherwise
be a day that is not a Business Day, such Interest Payment Date will be
postponed to the next succeeding Business Day, except that in the case of a
Floating Rate Note as to which LIBOR is an applicable Interest Rate Basis and
such Business Day falls in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Business Day. If the Maturity
Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date such payment was due, an no interest will
accrue on such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
This Note is issuable in bearer form (the "Bearer Notes"), without
interest coupons attached, and is exchangeable upon 30 days' written notice to
the Fiscal and Paying Agent, in whole or from time to time in part, for (i)
Bearer Notes, with interest coupons attached, in the denominations of 1,000
units, 10,000 units or 100,000 units of the Specified Currency indicated on the
face hereof (unless otherwise specified on the face hereof) or (ii) (if so
specified on the face hereof) Notes in fully registered form, without coupons
("Registered Notes"), in denominations of 10,000 units of the Specified Currency
indicated on the face hereof or any integral multiple of 1,000 units of such
Specified Currency in excess thereof (unless otherwise specified on the face
hereof) at the office of the Fiscal and Paying Agent, upon the request of Morgan
Guaranty Trust Company of New York, Brussels office, as the Euroclear Operator
or Cedelbank, acting on behalf of the owners of beneficial interests in the
Note, and upon Certification to the effect set forth in Exhibits B-1 and B-2
attached hereto and upon compliance with the other procedures set forth in the
Fiscal Agency Agreement; provided, however, that no such exchange may occur
during a period beginning at the opening of business 15 days before the day of
the first publication of a notice of redemption and ending on the relevant
redemption date. All expenses incurred as a result of any such exchange shall be
paid by the Company. Notwithstanding anything to the contrary contained in this
paragraph, the Fiscal and Paying Agent shall not be required to exchange the
entire aggregate principal amount of a permanent global Bearer Note for
definitive Bearer Notes in the event beneficial owners of less than
<PAGE>
the entire aggregate principal amount of the permanent global Bearer Note have
requested definitive Bearer Notes, provided the operating rules and regulations
of the clearance system then in effect would permit less than the entire
aggregate principal amount of the permanent global Bearer Note to be so
exchanged. Upon exchange of any portion of this Note for a definitive Bearer
Note or definitive Bearer Notes, or a definitive Registered Note or definitive
Registered Notes, the Fiscal and Paying Agent shall cause Schedule A of this
Note to be endorsed to reflect the reduction of its principal amount by an
amount equal to the aggregate principal amount of such definitive Bearer Note or
Bearer Notes, or such definitive Registered Note or Registered Notes, whereupon
the principal amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. The date of surrender of any Note delivered upon any
exchange or transfer of Notes shall be such that no gain or loss of interest
results from such exchange or transfer.
This Note may be transferred by delivery; provided, however, that this
Note may be transferred only to a common depositary outside the United States
for the Euroclear Operator or Cedelbank, or to a nominee of such a depositary.
In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Fiscal and Paying Agent, a new Note of like
tenor will be issued by the Company in exchange for the Note so mutilated or
defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case
of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that such Note was
destroyed or lost or stolen and, if required, upon receipt also of an indemnity
satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.
The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal Agency Agreement following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.
Notes of the Series of which this Note forms a part may be redeemed, at
the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional
<PAGE>
Amounts (as defined below) with respect to the Notes as described below. Prior
to the giving of any notice of redemption pursuant to this paragraph, the
Company shall deliver to the Fiscal and Paying Agent (i) a certificate stating
that the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Company to so redeem have occurred, and (ii) an opinion of counsel satisfactory
to the Fiscal and Paying Agent to such effect based on such statement of facts;
provided that no such notice of redemption shall be given earlier than 90 days
prior to the earliest date on which the Company would be obligated to pay such
Additional Amounts if a payment in respect of the Notes were then due.
Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. Such notice will be given in accordance
with "Notices" as defined below.
If the Company shall determine that any payment made outside the United
States by the Company or any Paying Agent of principal or interest[, including
original issue discount,](5) due in respect of any Bearer Notes of the Series of
which this Note forms a part would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Company may redeem the Bearer
Notes, in whole, at a redemption price equal to 100% of the principal amount
thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption", such redemption price would be limited to the sum
of the Issue Price plus the Amortized Amount), together with accrued interest to
the date fixed for redemption (or, in the case of Original Issue Discount Notes,
at 100% of the portion of the face amount thereof that has accrued to the date
of redemption), or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the Additional
Amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes must take place, as provided in
the next succeeding sentence. If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption. Such redemption notice shall include a statement as
to the last date by which the Bearer Notes to be redeemed may be exchanged for
Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem
the Bearer Notes if the Company shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would not
be subject to any such requirement, in which case the Company shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of any of the holders of Bearer
Notes called for redemption pursuant to this paragraph to exchange such Bearer
Notes for Registered Notes will terminate at the close of business of the Fiscal
and Paying Agent on the fifteenth day prior to the date fixed for redemption,
and no further exchanges of such Series of Bearer Notes for Registered Notes
shall be permitted.
If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the
- ----------
(5) Include if Notes are original issue discount notes.
<PAGE>
Company may elect to pay as Additional Amounts such amounts as may be necessary
so that every net payment made outside the United States following the effective
date of such requirements by the Company or any Paying Agent of principal or
interest, [including original issue discount,(6)] due in respect of any Bearer
Note or any interest coupon of which the beneficial owner is a United States
Alien (but without any requirement that the nationality, residence or identity
of such beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding for or on account of such backup withholding tax
or similar charge (other than a backup withholding tax or similar charge which
(i) would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the presentation of such Bearer Note or interest
coupon for payment more than 15 calendar days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Bearer Note or interest coupon to be then due and payable. In the event the
Company elects to pay Additional Amounts pursuant to this paragraph, the Company
shall have the right to redeem the Bearer Notes of such Series in whole at any
time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of such Bearer Notes shall not be reduced for
applicable withholding taxes. If the Company elects to pay Additional Amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall redeem the
Bearer Notes of such Series in whole, pursuant to the applicable provisions of
the immediately preceding paragraph.
The Company will, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder of
any Note or of any coupon, if any, who is a United States Alien as may be
necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon, if any, to be then due and payable. However, the Company
will not be required to make any payment of Additional Amounts to any such
holder for or on account of:
(a) any such tax, assessment or other governmental charge which
would not have been so imposed but for (i) the existence of any present or
former connection between such holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of such holder, if such holder is an
estate, a trust, a partnership or a corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment
therein or (ii) the presentation by the holder of any such Note or coupon,
if any, for payment on a date more than 15 calendar days after the date on
which such payment became due and payable or on the date on which payment
thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation which accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments on or in respect of
any Note;
- ----------
(6) Include if Notes are original issue discount notes.
<PAGE>
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or interest
on, any Note, if such payment can be made without such withholding by any
other Paying Agent in a city in Western Europe;
(f) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the holder or beneficial owner of such Note, if
such compliance is required by statute or by regulation of the United
States or of any political subdivision or taxing authority thereof or
therein as a precondition to relief or exemption from such tax, assessment
or other governmental charge;
(g) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of stock entitled to vote of the Company or as a direct or
indirect subsidiary of the Company; or
(h) any combination of two or more of items (a), (b), (c), (d), (e),
(f) and (g);
nor shall Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for tax purposes, of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note.
The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and 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 obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.
The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment of
principal of or any other amounts payable on any such Note; (v) impair the right
to institute suit for the enforcement of any such payment on or with respect to
any such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum
<PAGE>
required at any such meeting of holders of Notes of such Series; or (vii) modify
the foregoing requirements to reduce the percentage of outstanding Notes of such
Series necessary to waive any future compliance or past default.
Purchasers are required to pay for the Notes in the currency specified in
the applicable Pricing Supplement. Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.
If specified in the applicable Pricing Supplement, the Company may,
without the consent of holders of Notes denominated in a Specified Currency of a
member state of the European Union, which on or after the issue date of such
Notes participates in European Economic and Monetary Union, on giving at least
30 days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent, Euroclear, Cedelbank and/or any other
relevant clearing system, elect that, with effect from the date specified in the
Redenomination Notice (the "Redenomination Date"), such Notes shall be
redenominated in euro. The election will have effect as follows: (a) the Notes
shall be deemed to be redenominated into euro in the denomination of euro 0.01
with a nominal amount for each Note equal to the nominal amount of that Note in
the Specified Currency, converted into euro at the Established Rate (defined
below), provided that, if the Company determines after consultation with the
Paying Agent that the then market practice in respect of the redenomination into
euro of internationally offered securities is different from the provisions
specified above, such provisions shall be deemed to be amended so as to comply
with such market practice and the Company shall promptly notify the holders of
Notes, any stock exchange on which the Notes may be listed and the Paying Agent
of such deemed amendments; (b) save to the extent that an Exchange Notice
(defined below) has been given in accordance with paragraph (d) below, the
amount of interest due in respect of the Notes will be calculated by reference
to the aggregate nominal amount of Notes presented (or, as the case may be, in
respect of which coupons are presented) for payment by the relevant holder and
the amount of such payment shall be rounded down to the nearest euro 0.01; (c)
if definitive Notes are required to be issued after the Redenomination Date,
they shall be issued at the expense of the Company in the denominations of euro
1,000, euro 10,000, euro 100,000 and (but only to the extent of any remaining
amounts less than euro 1,000 or such smaller denominations as the Paying Agent
may approve) euro 0.01 and such other denominations as the Issuer shall
determine and notify to the Noteholders; (d) if issued prior to the
Redenomination Date, all unmatured coupons denominated in the Specified Currency
(whether or not attached to the Notes) will become void with effect from the
date on which the Company gives notice (the "Exchange Notice") that replacement
euro-denominated Notes and coupons are available for exchange (provided that
such securities are so available) and no payments will be made in respect of
them. The payment obligations contained in any Notes so issued will also become
void on that date although such Notes will continue to constitute valid exchange
obligations of the Company. New euro-denominated Notes and coupons, if any, will
be issued in exchange for Notes and coupons, if any, denominated in the
Specified Currency in such manner as the Paying Agent may specify and as shall
be notified to the holders of Notes in the Exchange Notice. No Exchange Notice
may be given less than 15 days prior to any date for payment of principal or
interest on the Notes; (e) after the Redenomination Date, all payments in
respect of the Notes and the coupons, if any, including payments of interest in
respect of periods commencing before the Redenomination Date, will be made
solely in euro as though references in the Notes to the Specified Currency were
to euro. Payments will be made in euro by credit or transfer to a euro account
outside the United States (or any other account to which euro may be credited or
transferred) specified by the payee or, at the option of the payee, by a euro
cheque mailed to an address outside the United States; (f) the applicable
Pricing Supplement will specify any relevant changes to the provisions relating
to interest; and (g) such other changes shall be made as the Company may decide,
after consultation with the Paying Agent and the calculation agent (if
applicable), and as may be specified in the Redenomination Notice, to conform
them to conventions then applicable to instruments denominated in euro. For the
purposes hereof, "Established Rate" means the rate for the conversion of the
Specified Currency (including compliance with rules relating to roundings in
accordance with applicable EC regulations) into euro established by the Council
of European Union pursuant to Article 1091(4) of the treaty establishing the
European Community, as amended by the Treaty on European Union, and "sub-unit"
means, with respect to any Specified Currency other than euro, the lowest amount
of such Specified Currency that is available as legal tender in the country of
such Specified
<PAGE>
Currency and, with respect to euro, means one cent.
Payments of principal, premium, if any, and interest, if any, on any Note
denominated in a Specified Currency other than U.S. dollars shall be made in
U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable
due to imposition of exchange controls or other circumstances beyond the
Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community. Such
payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.
Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is The Chase Manhattan Bank. Any payment
required to be made on Notes denominated in a Specified Currency other than U.S.
dollars and euro that is instead made in U.S. dollars under the circumstances
described above will not constitute a default of any obligation of the relevant
Issuer under such Notes. The "Market Exchange Rate" with respect to any currency
other than U.S. dollars means, for any day, the noon dollar buying rate in The
City of New York on such day for cable transfers of such currency as published
by the Federal Reserve Bank of New York, or, if such rate is not published for
such day, the equivalent rate as determined by the Exchange Rate Agent.
The provisions of the two preceding paragraphs shall not apply in the
event of the introduction in the country issuing any Specified Currency of the
euro pursuant to the entry of such country into European Economic and Monetary
Union. In this situation, payments of principal, premium, if any, and interest,
if any, on any Note denominated in any such Specified Currency shall be effected
in euro at such time as is required by, and otherwise in conformity with,
legally applicable measures adopted with reference to such country's entry into
European Economic and Monetary Union. All references herein or in any Pricing
Supplement to "euro" shall be to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Communities, as amended.
All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.
So long as this Note shall be outstanding, the Company will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in London, England, [and in
Luxembourg](7) [and in Paris, France](8) and an office or agency in London for
the transfer and exchange as aforesaid of the Notes. The Company may designate
other agencies for the payment of said principal, premium and interest at such
place or places outside the United States (subject to applicable laws and
regulations) as the Company may decide. So long as there shall be any such
agency, the Company shall keep the Fiscal and Paying Agent advised of the names
and locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such repayment all liability
of the Fiscal and Paying Agent or such Paying Agent with
- ----------
(7) Include if Note is listed on Luxembourg Stock Exchange.
(8) Include if Note is listed on Paris bourse.
<PAGE>
respect to such moneys shall thereupon cease, without, however, limiting in any
way any obligation that the Company may have to pay the principal of or interest
or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Fiscal Agency Agreement or
any fiscal agency agreement supplemental thereto, against any incorporator,
shareholder, 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, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is the original issue discount
amortized from the Original Issue Date of the predecessor global Note to
the date of redemption or declaration, as the case may be, which
amortization shall be calculated using the "constant yield method"
(computed in accordance with the rules under the Internal Revenue Code of
1986, as amended, and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be);
(b) the term "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day other than a Saturday or Sunday or
any other day on which banking institutions are generally authorized or
obligated by law or regulation to close in (i) the Principal Financial
Center of the country in which the Company is incorporated; (ii) the
Principal Financial Center of the country of the currency in which the
Notes are denominated (if the Note is denominated in a Specified Currency
other than euro); (iii) the place at which payment on such Note or coupon
is to be made; and (iv) London, England; provided, however, that with
respect to Notes denominated in euro, such day is also a TARGET Settlement
Day;
(c) the term "Designated EURIBOR Page" means Capital Markets Report
Page 248 of Telerate, or any other page as may replace such page on such
service;
(d) the term "Notices" refers to:
(1) notices to holders of the Notes to be given by publication
in a daily newspaper in the English language of general circulation
in London and, if the Series of which this Note forms a part is
listed on the Luxembourg Stock Exchange and such Exchange so
requires, in a daily newspaper in Luxembourg or, if publication in
either London or Luxembourg is not practical, elsewhere in Western
Europe. Such publication is expected to be made in the Financial
Times and (if such Series is listed on the Luxembourg Stock
Exchange) the Luxemburger Wort. Such notices will be deemed to have
been given on the date of such publication, or if published in such
newspapers on different dates, on the date of the first such
publication;
(2) notices to holders of any Notes that are listed on the
Paris Bourse will be given
<PAGE>
by publication in a French language daily newspaper of general
circulation in Paris (which is expected to be La Tribune). Such
notices will comply with the applicable rules of the Paris Bourse;
and
(3) notices to holders of any Notes that are listed on the
Amsterdam Stock Exchange to be given by publication in a leading
daily newspaper in the English language of general circulation in
Amsterdam and London and if such Notes are listed on the Amsterdam
Stock Exchange and such Exchange so requires, also published in the
Official Price List ("Officiele Prijscourant"). If publication in
London or Amsterdam, as the case may be, is not practical, such
publication shall be made elsewhere in Western Europe. Such
publication is expected to be made in the Financial Times in London
and the Het Financieele Dagblad in Amsterdam. Such notices will be
deemed to have been given on the date of such publication or if
published in such newspapers on different dates, on the date of the
first such publication;
(e) the term "Principal Financial Center" means (i) the capital of
the country issuing the currency in which the Notes are denominated or
(ii) the capital city of the country to which the Designated LIBOR
Currency relates, as applicable, except, in the case of (i) or (ii) above,
that with respect to the following currencies, the "Principal Financial
Center" will be as indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
(f) the term "Representative Amount" means a principal amount of not
less than $1,000,000 (or its foreign currency equivalent) that in the
calculation agent's judgment is representative for a single transaction in
the relevant currency in which related Notes are issued in such market at
such time;
(g) the term "TARGET Settlement Day" means any day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open;
(h) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction;
(i) the term "United States Alien" means a beneficial owner of a
Note that is not, for United States federal income tax purposes, (i) a
citizen or resident of the United States, (ii) a corporation or
partnership created or organized in or under the laws of the United
States, any state thereof or the District of Columbia (unless, in the case
of a partnership, Treasury regulations provide otherwise), (iii) an estate
whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain trusts
in existence on August 20, 1996, and treated as United States person prior
to such date, that elect to continue to be treated as United States
persons, will also not be a United States Alien;
(j) the term "Certification" means a certificate substantially in
the form of Exhibit B-2 hereto delivered by the Euroclear Operator,
Cedelbank or other clearance system specified on the face hereof, as the
case may be, which certificate is based on a certificate substantially in
the form of Exhibit B-1 hereto provided to it by its account holders; and
<PAGE>
(k) all other terms used in this Note which are defined in the
Fiscal Agency Agreement and not otherwise defined herein shall have the
meanings assigned to them in the Fiscal Agency Agreement.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at_______________ (Please print or typewrite
name and address of the undersigned).
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid:__________________ ; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):
_____________________________.
Date:________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the within
instrument in every particular without
alteration or enlargement.
<PAGE>
SCHEDULE A
EXCHANGE FOR DEFINITIVE BEARER NOTES, DEFINITIVE
REGISTERED NOTES AND FROM TEMPORARY GLOBAL NOTE
The Initial Principal Amount of this Note is ________. The following
payments of interest and exchanges of a part of this Permanent Global Floating
Rate Bearer Note for definitive Bearer Notes and Registered Notes, and from
Temporary Global Notes have been made:
<TABLE>
<CAPTION>
=================================================================================================
Principal Principal Remaining
Principal (Face)(8) (Face)(8) Principal
(Face)(9) Amount Amount (Face)(8) Notation
Amount Exchanged Exchanged Amount Made by or
Date of Exchanged For For Outstanding on behalf of
Exchange or From Definitive Definitive Following Fiscal and
Interest Payment of Temporary Bearer Registered Such Paying
Payment Interest Global Notes Notes Notes Exchange Agent
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
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=================================================================================================
</TABLE>
- ----------
(8) Include if Note is listed on Paris bourse.
(9) To be used if Note has dual-currency or index feature.
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR, CEDELBANK
OR OTHER CLEARANCE SYSTEM]
EXHIBIT B-1
CERTIFICATE
------------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Permanent Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) requesting definitive [Registered/Bearer] Notes in exchange for their
interests in the above-referenced permanent global Note and (ii) such persons
desire to exchange _____ principal amount of the above-captioned Notes for
definitive [Registered/Bearer] Notes.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
This certification excepts and does not relate to $_____ of such interest
in the above Notes in respect of which we do not desire to exchange for
definitive Notes.
Dated:________________, 19__
[Name of Account Holder]
By:
----------------------
(Authorized Signatory)
Name:
Title:
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR,CEDELBANK
OR OTHER CLEARANCE SYSTEM
EXHIBIT B-2
CERTIFICATE
------------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Permanent Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit C-1 to the Fiscal and Paying Agency Agreement
relating to such Notes, as of the date hereof, _______________ principal amount
of the above-captioned Notes (i) is owned by person(s) requesting definitive
[Registered/Bearer] Notes in exchange for their interests in the
above-referenced permanent global Note and (ii) such persons desire to exchange
______ principal amount of the above-captioned Notes for definitive
[Registered/Bearer] Notes.
We further certify (i) that we are not making available herewith for
exchange all interests in the permanent global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the permanent global Note
submitted herewith are no longer true and cannot be relied upon as the date
hereof.
Dated:___________________, 19__
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER CLEARANCE SYSTEM]
By:____________________________________
FORM OF DEFINITIVE FLOATING RATE BEARER NOTE
BEARER BEARER
No. DBFL [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED
INSTITUTION UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN
GUARANTEED.](4)
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
- ----------
(1) Insert Principal Amount.
(2) Insert Optional Payment Amount if the Note has dual-currency feature.
(3) Please delete as appropriate. Include "commercial paper" if Notes must be
redeemed before the first anniversary. Include "shorter" if Notes may not
be redeemed before their first anniversary but must be redeemed before
their third anniversary. Include "longer" if Notes may not be redeemed
before their third anniversary.
(4) This legend to appear on all Notes (whether denominated in Sterling or
otherwise) in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom.
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Floating Rate)
SERIES:
<TABLE>
<S> <C> <C> <C>
COMMON CODE: MINIMUM INTEREST RATE: INTEREST RESET PERIOD: INITIAL REDEMPTION DATE:
ISIN: INDEX MATURITY: INTEREST RESET DATES: INITIAL REDEMPTION
PERCENTAGE:
ORIGINAL ISSUE DATE: OPTION ELECTION DATES: APPLICABILITY OF MODIFIED
PAYMENT UPON ACCELERATION APPLICABILITY OF ANNUAL
OR REDEMPTION: REDEMPTION PERCENTAGE
MATURITY DATE: OPTIONAL PAYMENT CURRENCY: REDUCTION:
If yes, state Issue Price
and each redemption date If yes, state Annual
SPECIFIED (FACE AMOUNT) DESIGNATED EXCHANGE RATE: and redemption price: Percentage Reduction:
CURRENCY:
OPTION VALUE CALCULATION INDEXED CURRENCY: OPTIONAL REPAYMENT
INTEREST PAYMENT DATE(S): AGENT: DATE(S):
CURRENCY BASE RATE:
INTEREST RATE BASIS: SPREAD (PLUS OR MINUS): DENOMINATIONS (if not as
set forth herein):
DETERMINATION AGENT:
INITIAL INTEREST RATE: ALTERNATE RATE EVENT
SPREAD: TAX REDEMPTION DATE:
AVAILABILITY OF
INTEREST ACCRUAL DATE: REGISTERED NOTES:
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
INTEREST PAYMENT PERIOD:
</TABLE>
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
INDEX CURRENCY:_____________________
DESIGNATED LIBOR PAGE:
|_| Reuters Page: __________________
|_| Telerate Page: ________________
INTEREST CALCULATION: DAY COUNT CONVENTION
|_| Regular Floating Rate Note |_| Actual/360 for the period
|_| Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: |_| Actual/Actual to the period
Fixed Interest Rate: from to
|_| Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: OTHER PROVISIONS:
|_| Yes
|_| No
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to the holder hereof upon surrender hereof, the principal sum
(or Face Amount, if the Note has a dual-currency or index feature) specified
above on the Maturity Date specified above (except to the extent redeemed or
repaid prior to the Maturity Date) and to pay interest
<PAGE>
thereon to the bearer of the coupons, if any, attached hereto (the "Coupons") at
the interest rate per annum calculated in accordance with the terms hereof from
the last date on which interest was paid on the predecessor global Note, or if
no such interest was paid, then from the Original Issue Date of the predecessor
global Note, until the principal hereof is paid or duly made available for
payment (except as provided below), in arrears monthly, quarterly, semiannually
or annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date (or any redemption or repayment date).
Payment of the principal of this Note and any premium due at the Maturity
Date (or any redemption or repayment date) will be made in immediately available
funds upon surrender of this Note at the office or agency of the Fiscal and
Paying Agent or at the office or agency of such other paying agents outside the
United States (this and certain other capitalized terms used herein are defined
on the reverse of this Note) as the Company may determine maintained for that
purpose (a "Paying Agent").
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest hereon or on the predecessor global Note has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from
the Original Issue Date of the predecessor global Note, until the principal
hereof has been paid or duly made available for payment (except as provided
below). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date, will, subject to certain exceptions described herein,
be paid to the holder of the appropriate Coupon upon presentment and surrender
thereof at the office or agency of the Fiscal and Paying Agent or at the office
of any Paying Agent.
If the Specified Currency is other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank in London, Luxembourg or a city in the country of such
Specified Currency or by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable Interest Payment Date.
If the Specified Currency indicated on the face hereof is U.S. dollars,
any payment of the principal of and premium, if any, and interest on this Note
will be made, subject to applicable laws and regulations, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.
This Note is issued in the principal amount set forth on the face hereof,
but the total aggregate principal amount of the Series to which this Note
belongs is unlimited. The Company has the right, without the consent of the
holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Fiscal and Paying Agent by manual signature, this Note shall not be entitled to
any benefit under the Fiscal Agency Agreement, as defined on the reverse hereof,
or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL]
By:___________________________________
Title:
Attest:
By:_________________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Fiscal Agency
Agreement.
THE CHASE MANHATTAN BANK,
as Fiscal and Paying Agent
By:__________________________________
Authorized Officer
<PAGE>
[Form of Reverse of Note]
This Note is one of a duly authorized issue of [Euro Medium-Term Notes](1)
[Debt Securities](2) of the Series specified on the face hereof, having
maturities of nine months or more from the date of issue (the "Notes") of the
Company. The Notes are issuable under a second amended and restated fiscal and
paying agency agreement, dated as of March 31, 1999, among the Company, GE
Capital Australia, GE Capital Australia Funding Pty. Ltd., GE Capital Finance
Australia, General Electric Capital Canada Inc., GE Capital Canada Funding
Company, GE Capital Canada Retailer Financial Services Company, and The Chase
Manhattan Bank, London Branch, as fiscal agent and as principal paying agent (in
such capacities, the "Fiscal and Paying Agent") (as amended and supplemented
from time to time, the "Fiscal Agency Agreement"), to which Fiscal Agency
Agreement reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Company and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Chase Manhattan Bank at its office in London has been appointed
the Exchange Rate Agent (the "Exchange Rate Agent", which terms include any
successor exchange rate agent) with respect to the Notes. The terms of
individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Fiscal Agency Agreement. To the extent not inconsistent herewith, the terms of
the Fiscal Agency Agreement are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
Unless otherwise indicated on the face of this Note, this Note shall not
be subject to repayment at the option of the holder prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be subject to repayment
at the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Fiscal and Paying Agent in the City of London, at least 30 days
but not more than 60 days prior to the repayment, (i) this Note with the form
entitled "Option to Elect Repayment" on the reverse hereof duly completed or
(ii) a telegram, facsimile transmission or a letter from a commercial bank or
trust company in Western Europe which must set forth the principal amount of
this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse hereof, will be received by the Fiscal and
Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day. Exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.
This Note will bear interest at the rate determined as follows:
1. If this Note is designated as a Regular Floating Rate Note on the
face hereof, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis shown on the face hereof (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described on the
face hereof. Commencing on the first Interest Reset Date following the
Original Issue Date of the predecessor global Note (the "Initial Interest
Reset Date"), the rate at which interest on this Note is payable shall be
reset as of each Interest Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the
<PAGE>
period from the Original Issue Date of the predecessor global Note to the
Initial Interest Reset Date will be the Initial Interest Rate, and (ii)
unless otherwise specified on the face hereof, the interest rate in effect
hereon for the ten calendar days immediately prior to a Maturity Date
shall be that in effect on the tenth calendar day preceding such Maturity
Date.
2. If this Note is designated as a Floating Rate/Fixed Rate Note on
the face hereof, then, except as described below, this Note shall
initially bear interest at the rate determined by reference to the
applicable Interest Rate Basis shown on the face hereof (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described
on the face hereof. Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note is payable shall be reset as of each
Interest Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original Issue
Date of the predecessor global Note to the Initial Interest Reset Date
will be the Initial Interest Rate; (ii) unless otherwise specified on the
face hereof, the interest rate in effect hereon for the ten calendar days
immediately prior to the Fixed Rate Commencement Date shall be that in
effect on the tenth calendar day preceding the Fixed Rate Commencement
Date; and (iii) the interest rate in effect commencing on, and including,
the Fixed Rate Commencement Date to the Maturity Date shall be the Fixed
Interest Rate, if such a rate is specified on the face hereof, or if no
such Fixed Interest Rate is so specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating Rate Note on
the face hereof, then, except as described below, this Note will bear
interest equal to the Fixed Interest Rate indicated on the face hereof
minus the rate determined by reference to the applicable Interest Rate
Basis shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof;
provided, however, that the interest rate hereon will not be less than
zero. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest Reset
Date specified on the face hereof; provided, however, that (i) the
interest rate in effect for the period from the Original Issue Date of the
predecessor global Note to the Initial Interest Reset Date will be the
Initial Interest Rate, and (ii) unless otherwise specified on the face
hereof, the interest rate in effect hereon for the ten calendar days
immediately prior to a Maturity Date shall be that in effect on the tenth
calendar day preceding such Maturity Date.
4. Notwithstanding the foregoing, if this Note is designated above
as having an Addendum attached, the Note shall bear interest in accordance
with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined on the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall
be the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if an Interest Rate Basis specified on
the face hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.
Unless otherwise specified on the face hereof, the Interest Determination
Date pertaining to an Interest Reset Date for Notes bearing interest calculated
by reference to the CD Rate, Commercial Paper Rate, Federal Funds Rate and Prime
Rate will be the second Business Day next preceding such Interest Reset Date.
The Interest
<PAGE>
Determination Date with respect to the Eleventh District Cost of Funds Rate will
be the last working day of the month immediately preceding each Interest Reset
Date on which the Federal Home Loan Bank of San Francisco (the "FHLB of San
Francisco") publishes the Index (as defined below). Unless otherwise specified
on the face hereof, the Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to LIBOR shall be
the second London Banking Day (as defined below) preceding such Interest Reset
Date, unless the Designated LIBOR Currency (as defined herein) is (i) pounds
sterling, in which case the "Interest Determination Date" will be the applicable
Interest Reset Date, or (ii) euro, in which case the Interest Determination Date
will be the second TARGET Settlement Day (as defined herein) preceding such
Interest Reset Date. Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to EURIBOR shall be the second TARGET
Settlement Day preceding each Interest Reset Date for the related Notes. The
Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Treasury Rate shall be the day
of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if an auction is held on
the Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction.
"London Banking Day" means any day on which commercial banks are open for
business (including dealings in Designated LIBOR Currency) in London, England.
The "Calculation Date" pertaining to any Interest Determination Date will
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
With respect to each Series of French Franc Notes listed on the Paris
Bourse, the Calculation Agent will notify The Paris Bourse of the interest rate,
the interest amount, the interest period and the Interest Payment Date related
to each Interest Reset Date as soon as such information is available.
Determination of CD Rate. If the Interest Rate Basis specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs (Secondary Market)", or, if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate on
such Interest Determination Date for negotiable certificates of deposit of the
Index Maturity specified on the face hereof as published by the Federal Reserve
Bank of New York in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, under the caption "CDs
(Secondary Market)". If such rate is not yet published in either H.15(519), H.15
Daily Update, or such other recognized electronic source by 3:00 P.M., New York
City time, on such Calculation Date pertaining to such Interest Determination
Date, then the CD Rate on such Interest Determination Date will be calculated by
the Calculation Agent referred to on the face hereof and will be the arithmetic
mean of the secondary market offered rates as of 10:00 a.m., New York City time,
on such Interest Determination Date, for negotiable certificates of deposit of
major United States money market banks with a remaining maturity closest to the
Index Maturity specified on the face hereof in a denomination of $5,000,000 as
quoted by three leading nonbank dealers in negotiable U.S. dollar certificates
of deposit in The City of New York selected by the Calculation Agent; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the CD Rate with respect to such
Interest Determination Date shall be the CD Rate as in effect on such Interest
Determination Date. For the purposes hereof, "H.15 Daily Update" means the daily
update of H.15(519), available through the world-wide-web site of the Board of
Governors of the United States Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor service.
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for
<PAGE>
commercial paper having the Index Maturity specified on the face hereof, as such
rate shall be published in H.15(519) under the heading "Commercial Paper
Nonfinancial," or if not so published prior to 3:00 p.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity specified
on the face hereof as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Commercial Paper Nonfinancial". If such rate is not yet available in
either H.15(519) , H.15 Daily Update, or such other recognized electronic source
by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial
Paper Rate on such Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 a.m., New York City time, on such Interest
Determination Date for commercial paper of the Index Maturity specified on the
face hereof, placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency, as quoted by three
leading dealers in commercial paper in The City of New York selected by the
Calculation Agent; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting offered rates as set forth above, the
Commercial Paper Rate with respect to such Interest Determination Date shall be
the Commercial Paper Rate in effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
--------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If the Interest
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated above, the Eleventh District Cost of Funds Rate shall be determined on
each applicable Interest Determination Date and shall be the rate equal to the
monthly weighted average cost of funds for the calendar month preceding such
Interest Determination Date as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 a.m., San Francisco time, on such Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on any
such Interest Determination Date, the Eleventh District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate for
the calendar month next preceding such Interest Determination Date, then the
Eleventh District Cost of Funds Rate for such Interest Determination Date will
be the Eleventh District Cost of Funds Rate in effect on such Interest
Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis specified
on the face hereof is the Federal Funds Rate, the Federal Funds Rate with
respect to this Note shall be determined on each Interest Determination Date and
shall be the rate on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)" as such rate is displayed on Telerate
Page 120, or, if the rate does not appear on Telerate Page 120 or is not
published in H.15(519) prior to 11:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such Interest Determination Date as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "Federal Funds (Effective)".
If such rate does not appear on Telerate Page 120 or is not published in
H.15(519), H.15 Daily Update or such other recognized electronic source by 3:00
p.m., New York City time, on such Calculation Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal funds as of 11:00 a.m., New York City time, on such
Interest Determination Date arranged by three leading brokers of Federal funds
transactions in The
<PAGE>
City of New York selected by the Calculation Agent; provided, however, that if
fewer than three brokers are providing the aforesaid quotes, the Federal Funds
Rate with respect to such Interest Determination Date shall be the Federal Funds
Rate in effect on such Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on the
face hereof is LIBOR, LIBOR with respect to this Note shall be determined on
each Interest Determination Date as follows:
(i) LIBOR will be either (a) if "LIBOR Telerate" is specified on the
face hereof or if the face hereof does not specify a source for LIBOR, the
rate for deposits in the London interbank market in the Designated LIBOR
Currency (as defined below) having the Index Maturity designated on the
face hereof commencing on the second Business Day immediately following
such Interest Determination Date (or, if pounds sterling is the Designated
LIBOR Currency, beginning on such date or, if euro is the Designated LIBOR
Currency, beginning on the second TARGET Settlement Day immediately after
such date), that appears on the Designated LIBOR Page (as defined below)
as of 11:00 a.m., London time, on that Interest Determination Date, or (b)
if "LIBOR Reuters" is specified on the face hereof, the arithmetic mean of
the offered rates for deposits in the London interbank market in the
Designated LIBOR Currency having the Index Maturity designated on the face
hereof and commencing on the second Business Day immediately following
such Interest Determination Date, (or, if pounds sterling is the
Designated LIBOR Currency, beginning on such date or, if euro is the
Designated LIBOR Currency, beginning on the second TARGET Settlement Day
immediately after such date), that appears on the Designated LIBOR Page
(as defined below) that appear on the Designated LIBOR Page as of 11:00
a.m., London time, on such Interest Determination Date, if at least two
such offered rates on such Designated LIBOR Page. If fewer than two
offered rates appear, or no rate appears, as applicable, LIBOR in respect
of such Interest Determination Date will be determined as if the parties
had specified the rate described in clause (ii) below.
(ii) If fewer than two offered rates appear, or no rate appears, as
the case may be, on the applicable Designated LIBOR Page as specified in
clause (i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the Calculation
Agent with its offered quotation for deposits in the Designated LIBOR
Currency for the period of the Index Maturity designated on the face
hereof, commencing on the second Business Day (or if pounds sterling is
the Designated LIBOR Currency, commencing on such Interest Determination
Date or, if euro is the Designated LIBOR Currency, beginning on the second
TARGET Settlement Day immediately after such date) immediately following
such Interest Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such Interest
Determination Date and in a principal amount that is representative for a
single transaction in such Designated LIBOR Currency in such market at
such time. If at least two such quotations are provided, LIBOR determined
on such Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR determined on
such Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m. (or such other time specified on the
face hereof), New York City time, on such Interest Determination Date by
three major banks (one of which may be an affiliate of the calculation
agent) in the Principal Financial Center selected by the calculation
agent. The rates will be for loans in the Designated LIBOR Currency to
leading European banks having the Index Maturity designated in the
applicable Pricing Supplement beginning on the second London Business Day
after that date (or, if pounds sterling is the Designated LIBOR Currency,
commencing on such date or, if euro is the Designated LIBOR Currency,
beginning on the second TARGET Settlement Day immediately after such date)
and in a Representative Amount; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR with respect to such Interest Determination Date will be
LIBOR in effect on such Interest Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currencies and euro) specified on the face hereof as the currency with respect
to which LIBOR shall be calculated. If no such currency is specified on the face
hereof, the Designated LIBOR Currency shall be U.S. dollars.
<PAGE>
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
in on the face hereof, the display on the Reuters Monitor Money Rates Service
for the purpose of displaying the London interbank rates of major banks for the
applicable Designated LIBOR Currency, or (b) if "LIBOR Telerate" is specified on
the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as
the manner of calculating LIBOR, the display on Telerate (or any successor
service) for the purpose of displaying the London interbank offered rates of
major banks for the applicable Designated LIBOR Currency.
Determination of EURIBOR. If the Interest Rate Basis specified on the face
hereof is EURIBOR, EURIBOR with respect to this Note shall be determined on each
Interest Determination Date and shall be the rate for deposits in euros having
the Index Maturity designated on the face hereof that appears on the Designated
EURIBOR Page as of 11:00 a.m., Brussels time, on that Interest Determination
Date. If such rate does not appear on the Designated EURIBOR Page as of 11:00
a.m., Brussels time, on that Interest Determination Date, then the Calculation
Agent will request the principal offices of four major banks (one of which may
be an affiliate of the Calculation Agent) in the Euro-zone selected by the
Calculation Agent to provide such bank's offered quotation to prime banks in the
Euro-zone interbank market for deposits in euros having the Index Maturity
designated on the face hereof as of 11:00 a.m., Brussels time, on such Interest
Determination Date and in a Representative Amount. If at least two quotations
are provided, EURIBOR determined on such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
EURIBOR determined on such Interest Determination Date will be the arithmetic
mean of the rates quoted by major banks (which may include an affiliate of the
Calculation Agent) in the Euro-zone, selected by the Calculation Agent, at
approximately 11:00 a.m., Brussels time, on the Interest Determination Date for
loans in euros to leading European banks for a period of time corresponding to
the Index Maturity designated on the face hereof and in a Representative Amount.
If no rates are quoted by major banks, EURIBOR for such Interest Determination
Date will be EURIBOR in effect for such Interest Determination Date. "Euro-zone"
means the area encompassed by member states in the European Union that are
participating in the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Communities, as amended by the
Treaty on European Union.
Determination of Prime Rate. If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date as published in H.15(519) under the heading "Bank Prime Loan", or if not so
published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Prime Rate will be the rate as
published on such Interest Determination Date in the H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the caption "Bank Prime Loan". If such rate is not published in H.15(519),
H.15 Daily Update or such other recognized electronic source, then the Prime
Rate will be the arithmetic mean (rounded upwards, if necessary, to the next
higher one-hundred thousandth of a percentage point) of the rates of interest
publicly announced by each bank named on the Reuters Screen U.S. Prime 1 Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen U.S. Prime
1 Page on such interest Determination Date, or, if fewer than four, but more
than one, such rates appear on the Reuters Screen U.S. Prime 1 Page for such
Interest Determination Date, the rate shall be the arithmetic mean of the prime
rates quoted on the basis of actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent from
which quotations are requested. For purposes of making the foregoing
determination, each change in the prime rate or base lending rate of any bank so
announced by such bank will be effective as of the effective date of the
announcement or, if no effective date is specified, as of the date of the
announcement. If fewer than two such quotations are provided, the Prime Rate
will be calculated by the Calculation Agent and will be determined as the
arithmetic mean on the basis of the prime rates or base lending rates quoted in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States or
any state thereof, each having total equity capital of at least $500 million and
being subject to supervision or examination by a federal or state authority,
selected by the Calculation Agent to quote such rate or rates; provided,
however, that if the banks or trust companies so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate with respect
to such Interest Determination Date will be the Prime
<PAGE>
Rate in effect on such Interest Determination Date.
Determination of Treasury Rate. If the Interest Rate Basis specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as it appears under the caption "[HIGH RATE]" on page 56 or page 57 of
Telerate (or any other pages that may replace such pages on such service) or if
not so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the auction average rate on such
Interest Determination Date (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held in the five Business Days preceding such Interest Determination
Date, then the Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of such
Treasury bills having the specified Index Maturity as published in H.15(519)
under the caption "U.S. Government Securities Treasury Bills [Auction high]." If
such rate is not so published in H.15(519) by 3:00 p.m., New York City time, on
the related Calculation Date, the rate on such Interest Determination Date of
such Treasury bills will be as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities/Treasury Bills/[Auction high]" on such
Interest Determination Date If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source on such Interest
Determination Date, then the Treasury Rate will be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity specified
on the face hereof; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting bid rates as mentioned in this
sentence, the Treasury Rate with respect to such Interest Determination Date
will be the Treasury Rate in effect on such Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.
Interest payments on this Note will equal the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the date of issue of the
predecessor global Note, if no interest has been paid) to but excluding the
related Interest Payment Date; provided, however, that if the Interest Reset
Period with respect to this Note is daily or weekly, each interest payment will
include interest accrued from and including the date of issue of the predecessor
global Note or from but excluding the fifteenth calendar day preceding the next
preceding Interest Payment Date (whether or not such fifteenth calendar day is a
Business Day) to which interest has been paid, as the case may be, through and
including the fifteenth calendar day preceding the applicable Interest Payment
Date (whether or not such fifteenth calendar day is a Business Day), unless
otherwise specified on the face hereof; and provided, further, that the interest
payment with respect to this Note made on the Maturity Date will include
interest accrued to but excluding such Maturity Date.
Unless otherwise specified on the face hereof, the day count fraction in
respect of the calculation of an
<PAGE>
amount of interest on this Note for any period of time (the "Calculation
Period") will be computed and paid on the basis of the actual number of days in
the Calculation Period divided by 360.
Accrued interest on this Note will be calculated by multiplying the
principal amount of this Note (or, if this Note is designated as an Indexed Note
on the face hereof, the face amount of such Indexed Note) by an accrued interest
factor. The accrued interest factor will be computed by adding the interest
factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor (expressed as a decimal calculated to
seven decimal places without rounding) for each day will be computed by dividing
the interest rate in effect on that day by 360, unless an alternative day-count
fraction is specified on the face hereof, in which case the corresponding
denominator of such alternative day count fraction will be used to compute the
interest factor. If the interest rate on this Note may be calculated with
reference to two or more Interest Rate Bases, the accrued interest factor will
be calculated in each period by selecting one such Interest Rate Basis for such
period. For these calculations, the interest rate in effect on any Interest
Reset Date will be the new reset rate.
All percentages resulting from any calculation will be to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be
rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).
If any Interest Payment Date other than the Maturity Date would otherwise
be a day that is not a Business Day, such Interest Payment Date will be
postponed to the next succeeding Business Day, except that in the case of a
Floating Rate Note as to which LIBOR is an applicable Interest Rate Basis and
such Business Day falls in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Business Day. If the Maturity
Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest will
accrue on such payment for the period from and after the Maturity Date to the
date of such payment on the next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company.
This Note has been issued in bearer form (a "Bearer Note"), with Coupons,
if any, and any Note or Notes issued upon transfer or exchange hereof is
issuable as a Bearer Note, with Coupons, if any, attached, in the denominations
of 1,000 units, 10,000 units or 100,000 units of the Specified Currency
indicated on the face hereof (unless otherwise specified on the face hereof) or
(if so specified on the face hereof) as a Note in fully registered form, without
coupons (a "Registered Note"), in denominations of 100,000 units of the
Specified Currency indicated on the face hereof or any integral multiple of
1,000 units of such Specified Currency in excess thereof (unless otherwise
specified on the face hereof).
This Note may be transferred by delivery. If so specified on the face
hereof, then, at the option of the holder of this Note, and subject to the terms
of the Fiscal Agency Agreement, this Note (with all unmatured Coupons, and all
matured Coupons in default) will be exchangeable at the option of the holder
hereof into Registered Notes of any authorized denominations of like tenor and
in an equal aggregate principal amount, in accordance with the provisions of the
Fiscal Agency Agreement, at the corporate trust office of The Chase Manhattan
Bank, London Branch, which initially has been appointed registrar for the
Registered Notes or at the office of any transfer agent appointed by the Company
for such purpose. If this Note is surrendered in exchange for Registered Notes
after the close of business at any such office on (i) any record date for the
payment of interest (a "Regular Record Date") on a Registered Note on an
Interest Payment Date and before the opening of business at such office on the
relevant Interest Payment Date, or (ii) any record date to be established for
the payment of defaulted interest on a Registered Note (a "Special Record Date")
and before the opening of business at such office on the related proposed date
for payment of defaulted interest, this Note shall be surrendered without the
Coupon relating to such date for payment of interest. This Note may also be
exchanged for other definitive Bearer Notes with Coupons, if any, in other
authorized denominations, in an equal aggregate principal amount, in accordance
with the provisions of the Fiscal Agency Agreement, at the offices of the Fiscal
and Paying
<PAGE>
Agent or at the office of any transfer agent designated by the Company for such
purpose. All such exchanges of Notes and Coupons will be made free of charge,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. The date of surrender of any
Note or Coupon delivered upon any exchange or transfer of Notes or Coupons shall
be such that no gain or loss of interest results from such exchange or transfer.
If this Note is to be redeemed, the Company shall not be required to issue
or exchange this Note for a period of 15 days preceding the date fixed for
redemption.
In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Fiscal and Paying Agent, a new Note of like
tenor will be issued by the Company in exchange for the Note so mutilated or
defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case
of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that such Note was
destroyed or lost or stolen and, if required, upon receipt also of an indemnity
satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.
The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal Agency Agreement following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.
Notes of the Series of which this Note forms a part may be redeemed, at
the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional Amounts (as
defined below) with respect to the Notes as described below. Prior to the giving
of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts if a payment in respect of the Notes were then due.
<PAGE>
Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable redemption
price will be specified in the notice. Such notice will be given in accordance
with "Notices" as defined below.
If the Company shall determine that any payment made outside the United
States by the Company or any Paying Agent of principal or interest[, including
original issue discount,](5) due in respect of any Bearer Notes of the Series of
which this Note forms a part would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Company shall redeem the Bearer
Notes, in whole, at a redemption price equal to 100% of the principal amount
thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption", such redemption price would be limited to the sum
of the Issue Price plus the Amortized Amount), together with accrued interest to
the date fixed for redemption (or, in the case of Original Issue Discount Notes,
at 100% of the portion of the face amount thereof that has accrued to the date
of redemption) or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the Additional
Amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes must take place, as provided in
the next succeeding sentence. If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption. Such redemption notice shall include a statement as
to the last date by which the Bearer Notes to be redeemed may be exchanged for
Registered Notes. Notwithstanding the foregoing, the Company shall not so redeem
the Bearer Notes if the Company shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would not
be subject to any such requirement, in which case the Company shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect. The right of any of the holders of Bearer
Notes called for redemption pursuant to this paragraph to exchange such Bearer
Notes for Registered Notes will terminate at the close of business of the Fiscal
and Paying Agent on the fifteenth day prior to the date fixed for redemption,
and no further exchanges of such Series of Bearer Notes for Registered Notes
shall be permitted.
If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Company
may elect to pay as Additional Amounts such amounts as may be necessary so that
every net payment made outside the United States following the effective date of
such requirements by the Company or any Paying Agent of principal or interest,
[including original issue discount,](6) due in respect of any Bearer Note or any
interest coupon of which the beneficial owner is a United States Alien (but
without any requirement that the nationality, residence or identity of such
beneficial owner be disclosed to the Company, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding
- ----------
(5) Include if Notes are original issue discount Notes.
(6) Include if Notes are original issue discount Notes.
<PAGE>
for or on account of such backup withholding tax or similar charge (other than a
backup withholding tax or similar charge which (i) would not be applicable in
the circumstances referred to in the second parenthetical clause of the first
sentence of the preceding paragraph, or (ii) is imposed as a result of the
presentation of such Bearer Note or interest coupon for payment more than 15
calendar days after the date on which such payment becomes due and payable or on
which payment thereof is duly provided for, whichever occurs later), will not be
less than the amount provided for in such Bearer Note or interest coupon to be
then due and payable. In the event the Company elects to pay Additional Amounts
pursuant to this paragraph, the Company shall have the right to redeem the
Bearer Notes of such Series in whole at any time pursuant to the applicable
provisions of the immediately preceding paragraph and the redemption price of
such Bearer Notes shall not be reduced for applicable withholding taxes. If the
Company elects to pay Additional Amounts pursuant to this paragraph and the
condition specified in the first sentence of this paragraph should no longer be
satisfied, then the Company shall redeem the Bearer Notes of such Series in
whole, pursuant to the applicable provisions of the immediately preceding
paragraph.
The Company will, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder of
any Note or of any coupon, if any, who is a United States Alien as may be
necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon, if any, to be then due and payable. However, the Company
will not be required to make any payment of Additional Amounts to any such
holder for or on account of:
(a) any such tax, assessment or other governmental charge which
would not have been so imposed but for (i) the existence of any present or
former connection between such holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of such holder, if such holder is an
estate, a trust, a partnership or a corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment
therein or (ii) the presentation by the holder of any such Note or coupon,
if any, for payment on a date more than 15 calendar days after the date on
which such payment became due and payable or on the date on which payment
thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation which accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments on or in respect of
any Note;
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or interest
on, any Note, if such payment can be made without such withholding by any
other Paying Agent in a city in Western Europe;
(f) any tax, assessment or other governmental charge which would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the holder or beneficial owner of such Note, if
such compliance is required by statute or by regulation of the United
States or
<PAGE>
of any political subdivision or taxing authority thereof or therein as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;
(g) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of stock entitled to vote of the Company or as a direct or
indirect subsidiary of the Company; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g);
nor shall Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for tax purposes, of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note.
The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and 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 obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.
The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment of
principal of or any other amounts payable on any such Note; (v) impair the right
to institute suit for the enforcement of any such payment on or with respect to
any such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of such Series required for the taking of action or the
quorum required at any such meeting of holders of Notes of such Series; or (vii)
modify the foregoing requirements to reduce the percentage of outstanding Notes
of such Series necessary to waive any future compliance or past default.
Purchasers are required to pay for the Notes in the currency specified in
the applicable Pricing Supplement. Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.
<PAGE>
If specified in the applicable Pricing Supplement, the Company may,
without the consent of holders of Notes denominated in a Specified Currency of a
member state of the European Union, which on or after the issue date of such
Notes participates in European Economic and Monetary Union, on giving at least
30 days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent, Euroclear, Cedelbank and/or any other
relevant clearing system, elect that, with effect from the date specified in the
Redenomination Notice (the "Redenomination Date"), such Notes shall be
redenominated in euro. The election will have effect as follows: (a) the Notes
shall be deemed to be redenominated into euro in the denomination of euro 0.01
with a nominal amount for each Note equal to the nominal amount of that Note in
the Specified Currency, converted into euro at the Established Rate (defined
below), provided that, if the Company determines after consultation with the
Paying Agent that the then market practice in respect of the redenomination into
euro of internationally offered securities is different from the provisions
specified above, such provisions shall be deemed to be amended so as to comply
with such market practice and the Company shall promptly notify the holders of
Notes, any stock exchange on which the Notes may be listed and the Paying Agent
of such deemed amendments; (b) save to the extent that an Exchange Notice
(defined below) has been given in accordance with paragraph (d) below, the
amount of interest due in respect of the Notes will be calculated by reference
to the aggregate nominal amount of Notes presented (or, as the case may be, in
respect of which coupons are presented) for payment by the relevant holder and
the amount of such payment shall be rounded down to the nearest euro 0.01; (c)
if definitive Notes are required to be issued after the Redenomination Date,
they shall be issued at the expense of the Company in the denominations of euro
1,000, euro 10,000, euro 100,000 and (but only to the extent of any remaining
amounts less than euro 1,000 or such smaller denominations as the Paying Agent
may approve) euro 0.01 and such other denominations as the Issuer shall
determine and notify to the Noteholders; (d) if issued prior to the
Redenomination Date, all unmatured coupons denominated in the Specified Currency
(whether or not attached to the Notes) will become void with effect from the
date on which the Company gives notice (the "Exchange Notice") that replacement
euro-denominated Notes and coupons are available for exchange (provided that
such securities are so available) and no payments will be made in respect of
them. The payment obligations contained in any Notes so issued will also become
void on that date although such Notes will continue to constitute valid exchange
obligations of the Company. New euro-denominated Notes and coupons, if any, will
be issued in exchange for Notes and coupons, if any, denominated in the
Specified Currency in such manner as the Paying Agent may specify and as shall
be notified to the holders of Notes in the Exchange Notice. No Exchange Notice
may be given less than 15 days prior to any date for payment of principal or
interest on the Notes; (e) after the Redenomination Date, all payments in
respect of the Notes and the coupons, if any, including payments of interest in
respect of periods commencing before the Redenomination Date, will be made
solely in euro as though references in the Notes to the Specified Currency were
to euro. Payments will be made in euro by credit or transfer to a euro account
outside the United States (or any other account to which euro may be credited or
transferred) specified by the payee or, at the option of the payee, by a euro
cheque mailed to an address outside the United States; (f) the applicable
Pricing Supplement will specify any relevant changes to the provisions relating
to interest; and (g) such other changes shall be made as the Company may decide,
after consultation with the Paying Agent and the calculation agent (if
applicable), and as may be specified in the Redenomination Notice, to conform
them to conventions then applicable to instruments denominated in euro. For the
purposes hereof, "Established Rate" means the rate for the conversion of the
Specified Currency (including compliance with rules relating to roundings in
accordance with applicable EC regulations) into euro established by the Council
of European Union pursuant to Article 1091(4) of the treaty establishing the
European Community, as amended by the Treaty on European Union, and "sub-unit"
means, with respect to any Specified Currency other than euro, the lowest amount
of such Specified Currency that is available as legal tender in the country of
such Specified Currency and, with respect to euro, means one cent.
Payments of principal, premium, if any, and interest, if any, on any Note
denominated in a Specified Currency other than U.S. dollars shall be made in
U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable
due to imposition of exchange controls or other circumstances beyond the
Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community. Such
payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.
<PAGE>
Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is The Chase Manhattan Bank. Any payment
required to be made on Notes denominated in a Specified Currency other than U.S.
dollars that is instead made in U.S. dollars under the circumstances described
above will not constitute a default of any obligation of the relevant Issuer
under such Notes. The "Market Exchange Rate" with respect to any currency other
than U.S. dollars means, for any day, the noon dollar buying rate in The City of
New York on such day for cable transfers of such currency as published by the
Federal Reserve Bank of New York, or, if such rate is not published for such
day, the equivalent rate as determined by the Exchange Rate Agent.
The provisions of the two preceding paragraphs shall not apply in the
event of the introduction in the country issuing any Specified Currency of the
euro pursuant to the entry of such country into European Economic and Monetary
Union. In this situation, payments of principal, premium, if any, and interest,
if any, on any Note denominated in any such Specified Currency shall be effected
in euro at such time as is required by, and otherwise in conformity with,
legally applicable measures adopted with reference to such country's entry into
European Economic and Monetary Union. All references herein or in any Pricing
Supplement to "euro" shall be to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Communities, as amended.
All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.
So long as this Note or the Coupons shall be outstanding, the Company will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in London,
England, [and in Luxembourg](7) [and in Paris, France](8) and an office or
agency in London for the transfer and exchange as aforesaid of the Notes. The
Company may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (subject to
applicable laws and regulations) as the Company may decide. So long as there
shall be any such agency, the Company shall keep the Fiscal and Paying Agent
advised of the names and locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such repayment all liability
of the Fiscal and Paying Agent or such Paying Agent with respect to such moneys
shall thereupon cease, without, however, limiting in any way any obligation that
the Company may have to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
No provision of this Note or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.
- ----------
(7) Include if Note is listed on Luxembourg Stock Exchange.
(8) Include if Note is denominated in French Francs and listed on Paris
Bourse.
<PAGE>
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Fiscal Agency Agreement or
any fiscal agency agreement supplemental thereto, against any incorporator,
shareholder, 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, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
This Note and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is the original issue discount
amortized from the Original Issue Date of the predecessor global Note to
the date of redemption or declaration, as the case may be, which
amortization shall be calculated using the "constant yield method"
(computed in accordance with the rules under the Internal Revenue Code of
1986, as amended, and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be);
(b) the term "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, any day other than a Saturday or Sunday or
any other day on which banking institutions are generally authorized or
obligated by law or regulation to close in (i) the Principal Financial
Center of the country in which the Company is incorporated; (ii) the
Principal Financial Center of the country of the currency in which the
Notes are denominated (if the Note is denominated in a Specified Currency
other than euro); (iii) the place at which payment on such Note or coupon
is to be made and (iv) London, England; provided, however, that with
respect to Notes denominated in euros, such day is also a TARGET
Settlement Day. For purposes of this definition, the principal financial
center of the United States is New York;
(c) the term "Designated EURIBOR Page" means Capital Markets Report
Page 248 of Telerate, or any other page as may replace such page on such
service;
(d) the term "Notices" refers to:
(1) notices to holders of the Notes to be given by publication
in a daily newspaper in the English language of general circulation
in London and, if the Series of which this Note forms a part is
listed on the Luxembourg Stock Exchange and such Exchange so
requires, in a daily newspaper in Luxembourg or, if publication in
either London or Luxembourg is not practical, elsewhere in Western
Europe. Such publication is expected to be made in the Financial
Times and (if such Series is listed on the Luxembourg Stock
Exchange) the Luxemburger Wort. Such notices will be deemed to have
been given on the date of such publication, or if published in such
newspapers on different dates, on the date of the first such
publication;
(2) notices to holders of any Notes denominated in French
francs or denominated in another currency or currencies that are
linked, directly or indirectly to French francs and that are listed
on the Paris Bourse, to be given by publication in a French language
daily newspaper of general circulation in Paris (which is expected
to be La Tribune Desfosses). Such notices will comply with the
applicable rules of the Paris Bourse; and
(3) notices to holders of any Notes denominated in Dutch
guilder that are listed on the Amsterdam Stock Exchange to be given
by publication in a leading daily newspaper in the English language
of general circulation in Amsterdam and London and if such Notes are
listed
<PAGE>
on the Amsterdam Stock Exchange and such Exchange so requires, also
published in the Official Price List ("Officiele Prijscourant"). If
publication in London or Amsterdam, as the case may be, is not
practical, such publication shall be made elsewhere in Western
Europe. Such publication is expected to be made in the Financial
Times in London and the Het Financieele Dagblad in Amsterdam. Such
notices will be deemed to have been given on the date of such
publication or if published in such newspapers on different dates,
on the date of the first such publication;
(e) the term "Principal Financial Center" means (i) the capital of
the country issuing the currency in which the Notes are denominated or
(ii) the capital city of the country to which the Designated LIBOR
Currency relates, as applicable, except, in the case of (i) or (ii) above,
that with respect to the following currencies, the "Principal Financial
Center" will be as indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
(f) the term "Representative Amount" means a principal amount of not
less than $1,000,000 (or its foreign currency equivalent) that in the
calculation agent's judgment is representative for a single transaction in
the relevant currency in which related Notes are issued in such market at
such time;
(g) the term "TARGET Settlement Day" means any day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open;
(h) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction;
(i) the term "United States Alien" means a beneficial owner of a
Note that is not, for United States federal income tax purposes, (i) a
citizen or resident of the United States, (ii) a corporation or
partnership created or organized in or under the laws of the United
States, any state thereof or the District of Columbia (unless, in the case
of a partnership, Treasury regulations provide otherwise), (iii) an estate
whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain trusts
in existence on August 20, 1996, and treated as United States person prior
to such date, that elect to continue to be treated as United States
persons, will also not be a United States Alien; and
(j) all other terms used in this Note which are defined in the
Fiscal Agency Agreement and not otherwise defined herein shall have the
meanings assigned to them in the Fiscal Agency Agreement.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at ____________________ (Please print or
typewrite name and address of the undersigned).
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid:_________________ ; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):
___________________________.
Date:______________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the within
instrument in every particular without
alteration or enlargement.
<PAGE>
EURO MEDIUM-TERM NOTE
NO. ______
FORM OF COUPON
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
Principal Amount: Coupon Number(9)______
[Specified Currency]
Due _________________
Unless the Note to which this Coupon appertains shall have been called for
previous redemption and payment thereof duly provided for, on the date set forth
hereon, GENERAL ELECTRIC CAPITAL CORPORATION (the "Company") will pay to bearer,
upon surrender hereof at such agencies in such places outside the United States
as the Company may determine from time to time (the "Paying Agents"), interest
on the principal amount of such Note, calculated in accordance with the terms of
such Note (together with any additional amounts in respect thereof which the
Company may be required to pay according to the terms of such Note), in such
coin or currency as specified above as at the time of payment shall be legal
tender for the payment of public and private debts. Payment on this Coupon shall
be made, at the option of the bearer hereof and subject to any applicable laws
and regulations, by a check mailed to an address outside the United States
furnished by such bearer or by wire transfer to an account maintained by the
payee with a bank located outside the United States.
GENERAL ELECTRIC CAPITAL CORPORATION
[SEAL]
Attest: By__________________________ By:_________________________________
Title Title
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(9) The Coupon number, the Specified Currency and due date should appear in
the right-hand section of the face of the Coupon.
<PAGE>
[Form of Reverse of Coupon]
Principal Paying Agent:
The Chase Manhattan Bank
London Branch
Trinity Tower, 9 Thomas More Street
London E1 9YT, England
Paying Agents:
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2012 Luxembourg
[Chase Manhattan Bank AG
Alexanderstrasse 59
60489 Frankfurt
Germany](10)
- ----------
(10) Insert if Note is denominated in Deutsche Marks.
