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 (f/k/a General Electric Credit Corporation), a New
York investment company (the "Company"), GECS MERGER SUB, INC., a Delaware
corporation (the "Successor Corporation"), and THE CHASE MANHATTAN 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 June 3, 1994, between the Company and Mercantile-Safe
Deposit and Trust Company, as it has been supplemented from time to time by (a)
the First Supplemental Instrument of Resignation, Appointment and Acceptance
dated as of August 14, 1996, among the Company, The Bank of New York and the
Trustee, as successor trustee; and (b) the First Supplemental Indenture dated as
of February 1, 1997, among 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 10.1(a) of the Indenture provides that the Company 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 successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company pursuant
to Article XI 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 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 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 and the Trustee hereby agree as follows:
SECTION 1. Assumption. (a) Pursuant to Section 11.1 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 and
premium, if any, of and interest on each Credit Support Obligation issued
thereunder 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 11.2 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.
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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.
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 14.3 of the Indenture, the
address of the Successor Corporation is:
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Senior Vice President-Corporate
Treasury and Global Funding Operation
Facsimile: 000-000-0000
Telephone: 000-000-0000
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/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President - Corporate
Treasury and Global Funding Operation
GECS MERGER SUB, INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President - Corporate
Treasury and Global Funding Operation
THE CHASE MANHATTAN BANK, a New York
corporation, as trustee
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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