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EXHIBIT 4(q)
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.
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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 PAYMENT UPON
CURRENCY: ACCELERATION OR
ORIGINAL ISSUE DATE: REDEMPTION:
APPLICABILITY OF ANNUAL
REDEMPTION PERCENTAGE DESIGNATED EXCHANGE If yes, state Issue Price and
MATURITY DATE: REDUCTION: RATE: each redemption date and
redemption price:
If yes, state Annual Percentage
INTEREST RATE: Reduction: OPTION VALUE
CALCULATION AGENT: DENOMINATIONS OF
DEFINITIVE NOTES
INTEREST PAYMENT PERIOD: OPTIONAL REPAYMENT (if not as set forth
DATE(S): INDEXED CURRENCY: herein):
INTEREST PAYMENT DATE(S): DAY COUNT FRACTION:
INTEREST ACCRUAL DATE: CURRENCY BASE RATE: [ ] 30/360
[ ] Actual/Actual (ISDA)
TAX REDEMPTION [ ] Other:
DATE: OPTION ELECTION DATES: AVAILABILITY OF
REGISTERED NOTES: ADDENDUM
Attached: x Yes
x 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
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each of Morgan Guaranty Trust Company of New York, Brussels Office, as operator
of the Euroclear System, and Clearstream Banking societe anonyme (formerly
Cedelbank) ("Clearstream Luxembourg"), 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").
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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.
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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
4
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[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 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") 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
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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:
. 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).
. If this Note is denominated in euro, interest will be computed and paid on
the basis of the actual number of days in the Calculation Period divided by
365 (or, if any portion of that Calculation Period falls in a
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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
Clearstream Luxembourg, 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
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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
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may be transferred only to a common depositary outside the United States for the
Euroclear Operator or Clearstream Luxembourg, 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.
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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 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
---------------------------
/5/ Include if Notes are original issue discount Notes.
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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 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
___________________________
/6/ Include if Notes are original issue discount Notes.
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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.
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
9
<PAGE>
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, Clearstream Luxembourg
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 Company
shall determine and notify to the Noteholders;
10
<PAGE>
(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.
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
11
<PAGE>
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:
(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
_________________________
/7/ Include if Note is listed on Luxembourg Stock Exchange.
/8/ Include if Note is listed on Paris Bourse.
12
<PAGE>
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
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;
13
<PAGE>
(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, Clearstream
Luxembourg 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.
14
<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.
15
<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>
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</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 CLEARSTREAM LUXEMBOURG
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, CLEARSTREAM LUXEMBOURG
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]
[CLEARSTREAM LUXEMBOURG]
[OTHER CLEARANCE SYSTEM]
By:_________________________
