GENERAL ELECTRIC CAPITAL CORPORATION
AND
THE CHASE MANHATTAN BANK
Trustee
___________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 15, 1996
______________________
Supplemental to the Indenture
dated as of October 1, 1991
VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of August 15, 1996,
between GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation (hereinafter called the "Company"), and THE CHASE
MANHATTAN BANK, a corporation organized and existing under the
laws of the State of New York, as successor trustee (hereinafter
called the "Trustee").
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture, dated as of October 1, 1991 and a
First Supplemental Indenture dated as of May 11, 1994 (such
Indenture, as so supplemented, the "Indenture"), providing for
the issuance by the Company from time to time of its unsecured
Variable Denomination Floating Rate Demand Notes (in the
Indenture and herein called the "Securities"). All terms used in
this Second Supplemental Indenture that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture;
WHEREAS, Section 10.01 of the Indenture provides that
without the consent of any Securityholders, the Company and the
Trustee, at any time and from time to time, may enter into an
indenture supplemental to the Indenture in form satisfactory to
the Trustee to make any change that does not adversely affect the
interests of any Securityholder;
WHEREAS, the Company, pursuant to the foregoing authority,
proposes in and by this Second Supplemental Indenture to amend
the Indenture and has requested that the Trustee join in the
execution of this Second Supplemental Indenture; and
WHEREAS, all things necessary to make this Second
Supplemental Indenture a valid agreement of the Company and the
Trustee and a valid amendment of and supplement to the Indenture
have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises, it is mutually
covenanted and agreed as follows:
I. AMENDMENTS.
A. The following amendments to the
Indenture shall apply to Securities
authenticated and delivered by the Trustee
under this Indenture on or after the date of
this Second Supplemental Indenture:
(i) Limitation on Liens. Section
4.03 of the Indenture, and the corresponding
reference thereto to the Table of
Contents thereto, is hereby deleted
in its entirety.
(ii) Securities
to be Secured in Certain Events.
Section 11.02 of the Indenture, and
the corresponding reference thereto
in the Table of Contents thereto,
is hereby deleted in its entirety.
(iii) Supplemental Indentures Without
Consent of Securityholders. The
following clause is hereby deleted
from Section 10.01(b) of the
Indenture: "or as may be required
by Section 4.03 or Section 11.02."
(v) Conforming
Changes. Each of the following
section references in the Indenture
are deleted and replaced by the
respective section references
indicated below:
Current Reference New Reference
Section 4.04 Section 4.03
Section 4.05 Section 4.04
Section 4.06 Section 4.05
Section 11.03 Section 11.02
Section 11.04 Section 11.03
B. The following amendment to the
Indenture shall apply to any Securities
Outstanding on the date of this Second
Supplemental Indenture or hereafter
authenticated and delivered by the Trustee
hereunder:
(i) Supplemental Indentures Without
Consent of Securityholders.
Section 10.01(c) of the Indenture
is hereby amended by inserting the
word "Outstanding" before the word
"Securities" therein.
II. MISCELLANEOUS.
A. Incorporation of Indenture. All
the provisions of this Second Supplemental
Indenture shall be deemed to be incorporated
in, and made a part of, the Indenture; and
the Indenture, as supplemented and amended by
this Second Supplemental Indenture, shall be
read, taken and construed as one and the same
instrument.
B. Headings. The headings of the
Articles and Sections of this Second
Supplemental Indenture are inserted for
convenience of information of reference and
shall not be deemed to be a part thereof.
C. Counterparts. This Second
Supplemental Indenture may be executed in any
number of counterparts, each of which so
executed shall be deemed to be an original,
but all such counterparts shall together
constitute but one and the same instrument.
D. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or
conflicts with another provision hereof which
is required to be included in this Second
Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such
required provision shall control.
E. Successors and Assigns. All
covenants and agreements in this Second
Supplemental Indenture by the Company shall
bind its successors and assigns, whether so
expressed or not.
F. Separability Clause. In case any
provision in this Second Supplemental
Indenture shall be invalid, illegal or
unenforceable, the validity, legality and
enforceability of the remaining provisions
shall not in any way be affected or impaired
thereby.
G. Benefits of Second Supplemental
Indenture. Nothing in this Second
Supplemental Indenture, express or implied,
shall give to any person, other than the
parties hereto and their successors hereunder
and the Securityholders, any benefit or any
legal or equitable right, remedy or claim
under this Second Supplemental Indenture.
H. Regarding the Trustee. The Trustee
shall not be responsible for the correctness
of the recitals herein, and makes no
representation as to the validity or the
sufficiency of this Second Supplemental
Indenture, and shall be entitled to all of
the benefits of all of the rights,
privileges, immunities and indemnities of the
Trustee provided for in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, all as of the
day and year first above written.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Senior Vice President - Corporate Treasury
and Global Funding Operation
Attest:
/s/ Xxxxx X.X. Xxxxxxx
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By:/s/ Xxxx X. Lewida
Name: Xxxx X. Lewida
Title: Second Vice President
Attest:
/s/ Xxxx X. Xxxxxxxx Xx.
Title Assistant Treasurer
STATE OF CONNECTICUT)
) s.s.:
COUNTY OF FAIRFIELD )
On the 15th day of August, 1996, before me personally
came Xxxxxxx X. Xxxxxx, to me known, who, being by me duly
sworn, did depose and say that he resides at 00 Xxxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, that he is the 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 he knows the corporate seal of such
corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed pursuant to
authority of the Board of Directors of such corporation, and
that he signed his name thereto pursuant to like authority.
/s/ Xxxx X. Xxxxxx
Notary Public
Xxxx X. Xxxxxx
Notary Public
My commission Expires July 31, 2000
[notarial seal]
STATE OF NEW YORK )
) s.s.:
COUNTY OF NEW YORK )
On the 14th day of August, 1996, before me personally
came Xxxx Lewida, to me known, who, being by me duly sworn,
did depose and say that s/he resides at 00 Xxxxx Xxx, Xxxxxx
Xxxxxx, XX 00000, that s/he is a Second Vice President of
The Chase Manhattan Bank, one of the corporations described
in and which executed the above instrument; that s/he knows
the corporate seal of such corporation; that the seal
affixed to said instrument is such corporate seal; that it
was so affixed pursuant to authority of the Board of
Directors of such corporation, and that s/he signed her/his
name thereto pursuant to like authority.
Xxxxx X. Xxxxxxxx
Notary Public
Xxxxx X. Xxxxxxxx
Notary Public, State of New York
No. 01BE4659667
Qualified in Kings County
Commission Expires April 30, 1997
[notarial seal]
