Exhibit 4(d)
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this "Agreement") dated as of the
effective time and date of the Merger (defined below), is made among GENERAL
ELECTRIC CAPITAL CORPORATION, a New York investment company (the "Company"),
GECS MERGER SUB, INC., a Delaware corporation (the "Successor Corporation"),
GENERAL ELECTRIC COMPANY, a corporation duly organized and existing under the
laws of the State of New York (the "Guarantor"), and THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank), a corporation duly organized and existing
under the laws of the State of New York (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to the Trustee
the Indenture dated as of April 1, 1991, among the Company, the Guarantor and
the Trustee, as supplemented by the First Supplemental Indenture dated as of
June 30, 1997, between the Company and the Trustee (as supplemented, the
"Indenture"), pursuant to which the Securities have been issued. All capitalized
terms used and not defined herein shall have the meanings assigned to them in
the Indenture;
WHEREAS, the Company has proposed to reincorporate in the State of Delaware
by merging (the "Merger") with and into the Successor Corporation, which will
continue as the surviving corporation under the name "General Electric Capital
Corporation";
WHEREAS, Section 10.01(a) of the Indenture provides that the Company, the
Guarantor and the Trustee may enter into a supplemental indenture without the
consent of the Securityholders in order to evidence the succession of another
corporation to the Company or the Guarantor, or successive successions, and the
assumption by the successor corporation of the covenants, agreements and
obligations of the Company or the Guarantor, as the case may be pursuant to
Article Eleven of the Indenture;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and
by this Agreement to amend and supplement the Indenture and has requested that
the Guarantor and the Trustee join in the execution of this Agreement; and
WHEREAS, all things necessary to make this Agreement a valid agreement of
the Company, the Successor Corporation, the Guarantor and the Trustee and a
valid amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Successor Corporation, the Guarantor and the Trustee hereby agree
as follows:
SECTION 1. Assumption. (a) Pursuant to Section 11.01 of the Indenture, the
Successor Corporation, as the surviving corporation of the Merger, hereby, as of
the effective time and date of the Merger and subject to the effectiveness
thereof, expressly assumes the due and punctual payment of the principal of and,
premium, if any, and interest, if any, on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed by the Company.
(b) Pursuant to Section 11.02 of the Indenture, as of the effective time
and date of the Merger and subject to the effectiveness thereof, the Successor
Corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named therein as the Company, and the Company shall be
relieved of any further obligation under the Indenture and under the Securities.
SECTION 2. Representation and Warranties. Immediately after the effective
time of the Merger, the Successor Corporation will not be in default in the
performance of any covenant or condition of the Indenture assumed by the
Successor Corporation in Section 1 hereof.
SECTION 3. Incorporation of Indenture. All the provisions of this Agreement
shall be deemed to be incorporated in, and made a part of, the Indenture; and
the Indenture, as supplemented and amended by this Agreement, shall be read,
taken and construed as one and the same instrument.
SECTION 4. Headings. The headings of the Sections of this Agreement are
inserted for convenience of information and reference and shall not be deemed to
be a part thereof.
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SECTION 5. Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State.
SECTION 6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
SECTION 7. 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 Agreement, other than that the Trustee, as
evidenced by its execution hereof, agrees that this Agreement is satisfactory
evidence to the Trustee of the Successor Corporation's assumption of the
Company's obligations as set forth herein, and the Trustee and each of the
Securityholders shall be entitled to all of the benefits of all of the rights,
privileges, immunities and indemnities of the Trustee and each of the
Securityholders provided for in the Indenture.
SECTION 8. Notices. For purposes of Section 16.03 of the Indenture, the
address of the Successor Corporation is:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Attention: Senior Vice President-Corporate
Treasury and Global Funding Operation
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
SECTION 9. Notice of Merger. The Successor Corporation shall give the
Trustee prompt notice of the effectiveness of the Merger.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the effective time and date of the Merger.
GENERAL ELECTRIC CAPITAL
CORPORATION, a New York investment company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President - Corporate
Treasury and Global Funding Operation
GECS MERGER SUB, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President - Corporate
Treasury and Global Funding Operation
GENERAL ELECTRIC COMPANY, a New York
corporation, as guarantor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President - Corporate Treasury and
Global Funding Operation
THE CHASE MANHATTAN BANK, a New York
corporation, as trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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