EXHIBIT 4(k)
FIFTH SUPPLEMENTAL INDENTURE, dated as of September 30, 1998, between
GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter called the "Company"), and
THE BANK OF NEW YORK, a corporation duly organized and existing under the laws
of the State of New York (hereinafter called the "Trustee", which term shall
include any successor trustee appointed pursuant to Article Seven of the
Indenture hereinafter referred to), as successor trustee to Xxxxxx Guaranty
Trust Company of New York.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture, dated as of July 1, 1982, (hereinafter called the
"Indenture"), providing for the issuance from time to time of one or more series
of Securities evidencing unsecured indebtedness of the Company (hereinafter
called "Securities"). Terms used in this Fifth Supplemental Indenture which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture;
WHEREAS, this Fifth Supplemental Indenture amends the Indenture, pursuant
to Section 10.02 thereof, in order to extend the maturity and modify certain
other provisions of the Company's Notes due September 30, 2003 previously issued
on September 30, 1996 (the "Notes"); and
WHEREAS, the Company has received the consent of the sole holder of the
Notes to effect the amendments set forth in the form of Note attached hereto as
Exhibit A.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree for the equal and proportionate benefit
of the respective Holders from time to time hereafter of the Securities, that
the terms of the Notes shall be amended so that the Notes are in the form set
forth in Exhibit A hereto. To the extent that any such terms shall conflict with
the provisions contained in Article 3 of the Indenture, the provisions contained
in the Notes in the form attached hereto as Exhibit A shall govern.
This Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instruments.
________________________________________
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed as of the day and year above written.
[SEAL] GENERAL MOTORS ACCEPTANCE
CORPORATION
ATTEST:
__________________________ By:_______________________________
Assistant Secretary Title:
[SEAL] THE BANK OF NEW YORK, as Trustee
ATTEST:
__________________________ By:_______________________________
Assistant Secretary Title:
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the 30th day of September, 1998, before me personally came, to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of GENERAL MOTORS ACCEPTANCE CORPORATION, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Executive Committee of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.
[NOTARIAL SEAL]
_______________________________
Notary Public
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the 30th day of September, 1998, before me personally came, to me
known, who, being by me duly sworn, did depose and say that she is an Assistant
Treasurer of THE BANK OF NEW YORK, one of the corporations described in and
which executed the foregoing instrument; that she knows the 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 she signed her name thereto by like authority.
[NOTARIAL SEAL]
_______________________________
Notary Public
