<PAGE>
EXHIBIT 4(p)
FORM OF TEMPORARY GLOBAL FIXED RATE BEARER NOTE
Temporary Global Fixed Rate Bearer Note
GENERAL ELECTRIC CAPITAL CORPORATION
BEARER BEARER
No. TGFX [ ]/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.
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GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Fixed Rate)
SERIES:
<TABLE>
<S> <C> <C> <C>
COMMON INITIAL REDEMPTION DATE: SPECIFIED (FACE AMOUNT) DETERMINATION AGENT:
CODE: CURRENCY:
INITIAL REDEMPTION APPLICABILITY OF
ISIN: PERCENTAGE: OPTIONAL PAYMENT MODIFIED PAYMENT UPON
CURRENCY: ACCELERATION OR
REDEMPTION:
ORIGINAL ISSUE APPLICABILITY OF ANNUAL
DATE: REDEMPTION PERCENTAGE DESIGNATED EXCHANGE If yes, state Issue Price and
REDUCTION: RATE: each redemption date and
redemption price:
MATURITY DATE:
If yes, state Annual Percentage OPTION VALUE
Reduction: CALCULATION AGENT: DENOMINATIONS OF
INTEREST RATE: DEFINITIVE NOTES (if not as
set forth herein):
OPTIONAL REPAYMENT INDEXED CURRENCY:
INTEREST DATE(S):
PAYMENT PERIOD: TAX REDEMPTION DATE:
INTEREST ACCRUAL DATE: CURRENCY BASE RATE:
INTEREST AVAILABILITY OF
PAYMENT DATE(S): OPTION ELECTION DATES: REGISTERED NOTES:
IF THIS NOTE IS EXCHANGEABLE
DIRECTLY FOR DEFINITIVE NOTES,
INDICATE FORM(S) OF DEFINITIVE
NOTES:
</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 each of Morgan Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System (the "Euroclear Operator"), and Clearstream
Banking societe anonyme (formerly Cedelbank) ("Clearstream Luxembourg"), 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
2
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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 Card Services Canada Inc. (formerly
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 Fixed Rate Bearer Note (the"Permanent Global
Fixed Rate Bearer Note") (or if so specified above, the definitive Fixed Rate
Bearer Notes or definitive Fixed 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
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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 Fixed Rate
Bearer Note or (ii) if so specified above, an equal principal amount of
definitive Fixed Rate Bearer Notes and/or definitive Fixed Rate Registered Notes
upon request of the Euroclear Operator or Clearstream Luxembourg, 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 Fixed Rate
Bearer Note (or definitive Fixed Rate Bearer Notes and/or definitive Fixed 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 Fixed Rate
Bearer Note (or definitive Fixed Rate Bearer Notes and/or definitive Fixed 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.
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As used herein:
(a) the term "Certification" means a certificate substantially in the form
of Exhibit B-2 hereto delivered by the Euroclear Operator or Clearstream
Luxembourg, 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;
(b) 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)(iv), 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;
(c) 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
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subscription, any offer or sale of this Note shall be deemed to be during the
Restricted Period;
(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) 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
(f) 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.
4
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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
5
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SCHEDULE A
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SCHEDULE OF EXCHANGES
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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 Fixed Rate Bearer Note (or if so specified above, for
definitive Notes) have been made:
<TABLE>
<CAPTION>
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Principal (Face)/5/
Amount Exchanged Remaining Principal
for Permanent (Face)/5/ Amount Notation made by
Date of Exchange Global Bearer Outstanding or on behalf of
or Interest Payment of Notes or Following Such Fiscal and Paying
Payment Interest Definitive Notes Exchange Agent
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<S> <C> <C> <C> <C>
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</TABLE>
___________________________________
/5/ To be used instead of "Principal" if the Note has a dual-currency or index
feature.
6
<PAGE>
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CLEARSTREAM LUXEMBOURG]
EXHIBIT B-1
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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)(iv)) ("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 he 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.
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EXHIBIT B-1
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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 CLEARSTREAM LUXEMBOURG]
EXHIBIT B-2
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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)(iv) ("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.
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EXHIBIT B-2
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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]
[CLEARSTREAM LUXEMBOURG]
[OTHER CLEARANCE SYSTEM]
By:___________________________
