-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kqZGUDo95FfhSnq36lIYx/j7JhETOCJ2IhyKbEMXS/JAdWQ1qlEhYDy7+bVJNHKr xsUczD5+HQfbI/HjdmYutw== 0000912057-94-001995.txt : 19940608 0000912057-94-001995.hdr.sgml : 19940608 ACCESSION NUMBER: 0000912057-94-001995 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 11 REFERENCES 429: 033-050909- FILED AS OF DATE: 19940607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: 6172 IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54009 FILM NUMBER: 94533286 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1994 FILE NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 13-1500700 (State of incorporation) (I.R.S. Employer Identification Number)
260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------- BRUCE C. BENNETT ASSOCIATE GENERAL COUNSEL -- TREASURY OPERATIONS AND ASSISTANT SECRETARY 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. -------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ -------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE Debt Securities.................................... $5.0 billion 100% $5.0 billion $1,724,150 Warrants........................................... (3) (3) (3) (3) (1) Or, if any Debt Securities are issued (i) with an initial offering price denominated in a foreign currency or a unit of two or more currenices, such amount as shall result in an aggregate initial offering price equivalent to $5.0 billion or (ii) at an original issue discount, such greater amount as shall result in an aggregate initial offering price of $5.0 billion. (2) Estimated solely for the purpose of determining the registration fee. (3) Warrants may be offered and sold entitling the holder to purchase any of the Debt Securities. Pursuant to Rule 457(g), no registration fee is attributable to the Warrants registered hereby.
-------------------- PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH THE ISSUANCE OF DEBT SECURITIES REGISTERED PURSUANT TO REGISTRATION STATEMENT NO. 33-50909 PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON NOVEMBER 19, 1993. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION DATED JUNE , 1994 PROSPECTUS GENERAL ELECTRIC CAPITAL CORPORATION DEBT SECURITIES WARRANTS TO PURCHASE DEBT SECURITIES General Electric Capital Corporation (the "Company") may offer from time to time its senior, unsecured debt securities ("Debt Securities") and its warrants ("Warrants") to purchase any of the Debt Securities (the Debt Securities and the Warrants being herein collectively called the "Securities"). The Debt Securities are hereinafter in this Prospectus referred to as the "Notes," although any series of Debt Securities to which the accompanying Prospectus Supplement relates may bear a different title. The term "Prospectus Supplement" as used herein includes any Pricing Supplement that accompanies any Prospectus Supplement that accompanies this Prospectus. The Securities will be offered on terms determined at the time of sale. The accompanying Prospectus Supplement sets forth specifically (a) with regard to the Notes in respect of which this Prospectus is being delivered: - the title of the Notes, - the aggregate principal amount offered, - the currency, currencies or currency units in which payments on the Notes are payable, - the rate or method of calculation, and the dates of payment, of interest, if any, - the date or dates from which such interest shall accrue, - the method of determining holders to whom any such interest shall be payable, - the authorized denominations, if other than as provided herein, - the maturity, - the offering price or terms, - the terms of any sinking fund, purchase fund or mandatory redemption, and of any redemption or repayment at the option of the Company or the holder, - the Trustee acting under the Indenture pursuant to which the Notes are to be issued, - the underwriter or underwriters or agent or agents, if any, for the Notes, their compensation or the basis of determining the same and the net proceeds to the Company, and - the exchanges, if any, on which the Notes may be listed; and (b) with regard to the Warrants, if any, in respect of which this Prospectus is being delivered: - the offering price or terms, - a description of the Notes for which each Warrant is exercisable, - the aggregate number, exercise price, exercise period and expiration date of the Warrants, - the currency or currencies in which the exercise price is payable, - the terms of any mandatory or optional call provisions, - the price or prices, if any, at which the Warrants may be redeemed at the option of the holder or will be redeemed upon expiration, - the Warrant Agent acting under the Warrant Agreement pursuant to which the Warrants are to be issued, and - the exchanges, if any, on which the Warrants may be listed. The Securities will be sold either through underwriters or dealers, through agents designated from time to time, or directly by the Company. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. June , 1994 No dealer, salesperson or other individual has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and the accompanying Prospectus Supplement in connection with the offer contained in this Prospectus and the accompanying Prospectus Supplement and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any agent, underwriter or dealer. Neither the delivery of this Prospectus and the accompanying Prospectus Supplement, nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the dates as of which information is given in this Prospectus and in the accompanying Prospectus Supplement. This Prospectus and the accompanying Prospectus Supplement do not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. ------------------ AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission. Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of the Commission at 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048 and copies can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which certain of the Company's securities are listed. ------------------ DOCUMENTS INCORPORATED BY REFERENCE There is hereby incorporated in this Prospectus by reference the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1994 heretofore filed with the Securities and Exchange Commission pursuant to the 1934 Act, to which reference is hereby made. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the Securities offered by the accompanying Prospectus Supplement shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the date of filing of such documents. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents. Requests for such copies should be directed to Bruce C. Bennett, Associate General Counsel -- Treasury Operations and Assistant Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone No. (203) 357-4000. ------------------ 2 THE COMPANY General Electric Capital Corporation was incorporated in 1943 in the State of New York, under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, formed in 1932. Until November 1987, the name of the Company was General Electric Credit Corporation. All outstanding common stock of the Company is owned by General Electric Capital Services, Inc., ("GE Capital Services") formerly General Electric Financial Services, Inc., which is in turn wholly owned by General Electric Company ("GE Company"). The business of the Company (which term, as used hereinafter under the above caption "The Company," means the Company and its consolidated affiliates) originally related principally to financing the distribution and sale of consumer and other products of GE Company. Currently, however, the type and brand of products financed and the financial services offered are significantly more diversified. Very little of the financing provided by the Company involves products that are manufactured by GE Company. The Company operates in four finance industry segments and in a specialty insurance industry segment. The Company's financing activities include a full range of leasing, loan, equipment management services and annuities. The Company's specialty insurance activities include providing private mortgage insurance, financial (primarily municipal) guarantee insurance, creditor insurance, reinsurance and, for financing customers, credit life and property and casualty insurance. The Company is an equity investor in a retail organization and certain other financial services organizations. The Company's operations are subject to a variety of regulations in their respective jurisdictions. Services of the Company are offered primarily in the United States, Canada and Europe. Computerized accounting and service centers, including those located in Connecticut, Ohio, Georgia and England, provide financing offices and other service locations with data processing, accounting, collection, reporting and other administrative support. The Company's principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number (203) 357-4000). At December 31, 1993, the Company employed approximately 27,000 persons. CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, - ----------------------------------------------------- THREE MONTHS ENDED 1989 1990 1991 1992 1993 APRIL 2, 1994 - --------- --------- --------- --------- --------- ----------------------- 1.30 1.31 1.34 1.44 1.62 1.63
For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of annual rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals. USE OF PROCEEDS Except as may be otherwise set forth in the Prospectus Supplement accompanying this Prospectus, the net proceeds from the sale of the Securities to which such Prospectus Supplement relates will be added to the general funds of the Company and will be available for financing its operations. Additional short-and long-term financing, as required, will be undertaken at such times, and through such means, as may be appropriate. PLAN OF DISTRIBUTION The Company may sell any issue of the Securities in any one or more of the following ways: (i) through one or more underwriters or dealers; (ii) directly to one or more purchasers; or (iii) through one or more agents. 3 From time to time, the Company may receive, and may solicit, offers from underwriters to purchase all or a part of the Securities, to be reoffered to the public through underwriting syndicates led by one or more managing underwriters or through one or more underwriters acting alone or otherwise. The managing underwriter or underwriters, if any, with respect to the offer and sale of the Securities to which the Prospectus Supplement accompanying this Prospectus relates are set forth in such Prospectus Supplement and the members of the underwriting syndicate, if any, are named in such Prospectus Supplement. The Company will execute an underwriting agreement (the "Underwriting Agreement") with any such underwriters and the names of the underwriters and the terms of the transaction will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of the Securities in respect of which this Prospectus is delivered to the public. Such Prospectus Supplement also states the discounts and commissions, if any, to be allowed or paid to the underwriters by the Company, and describes all other items, if any, constituting underwriting compensation and the discounts and commissions to be allowed or paid to dealers, if any. If underwriters or dealers are used in the sale, the Securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined by the underwriter or dealer at the time of sale. The relevant Underwriting Agreement will provide that the obligations of the underwriters are subject to certain conditions precedent, and the Company will agree, under the Underwriting Agreement, to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933. Any agent involved in the offer or sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement accompanying this Prospectus. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Agents and dealers may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933. If so indicated in the Prospectus Supplement accompanying this Prospectus, the Company will authorize agents, underwriters or dealers to solicit offers by certain institutions to purchase Securities from the Company at the offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The Company anticipates that delayed delivery contracts would be used to facilitate the marketing of the Securities by accommodating institutions that wish to invest in the Securities but will not have funds available for the purchase until some date following the anticipated closing date. GE Capital Services, which owns all of the outstanding common stock of the Company, owns 100% of the common stock of Kidder, Peabody Group Inc. which in turn owns 100% of the common stock of Kidder, Peabody & Co. Incorporated ("Kidder"). As a result, any offering of Securities is required to be made in compliance with the applicable provisions of Schedule E to the By-Laws of the National Association of Securities Dealers, Inc. ("NASD"), which Schedule applies to offerings of securities of issuers affiliated with NASD members. In accordance therewith, no underwriter or dealer may confirm sales of Securities to accounts over which they exercise discretionary authority. For further information with respect to the terms of the offering of Securities in respect of which this Prospectus is being delivered, see the Prospectus Supplement accompanying this Prospectus. DESCRIPTION OF NOTES GENERAL The Notes are to be issued under one or more separate Indentures (each an "Indenture"), in each case between the Company and a banking institution organized under the laws of the United States or one of the states thereof (each a "Trustee"). None of the Indentures limits the amount of Notes or other unsecured, senior debt which may be issued thereunder or limits the amount of other debt, secured or unsecured, which may be issued by the Company. 4 The statements under this heading are subject to the detailed provisions of each Indenture, a copy of each of which is filed as an exhibit to the Registration Statement. Wherever particular provisions of the Indentures or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference. Reference is made to the Prospectus Supplement accompanying this Prospectus for the terms specified by the Company pursuant to the Indenture of, and other information with respect to, the Notes being offered thereby, including: (1) the designation, the aggregate principal amount and, if other than as provided herein, the authorized denominations of such Notes; (2) the percentage of their principal amount at which such Notes will be issued; (3) the date or dates on which such Notes will mature; (4) the currency, currencies or currency units in which the payments on such Notes will be payable; (5) the rate or rates at which such Notes will bear interest, if any, or the method of determination of such rate or rates; (6) the date or dates from which such interest, if any, shall accrue, the dates on which such interest, if any, will be payable and the method of determining holders to whom any such interest shall be payable; (7) the prices, if any, at which, and the dates at or after which, such Notes must or may be repaid, repurchased or redeemed; (8) the exchanges, if any, on which the Notes may be listed; and (9) the Trustee under the Indenture pursuant to which the Notes are to be issued. (Sections 2.02 and 2.02A.) Interest, if any, is to be payable to the persons, and in the manner, specified in the Prospectus Supplement accompanying this Prospectus and, unless otherwise specified in such Prospectus Supplement, will be computed on the basis of a 360-day year consisting of twelve 30-day months. (Section 2.10.) The Notes will be unsecured and will rank PARI PASSU (equally and ratably) with all other unsecured and unsubordinated indebtedness of the Company. Some of the Notes may be issued as discounted Notes to be sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such discounted Notes will be described in the Prospectus Supplement with respect to any such Notes. The Indentures do not contain any provisions (other than as described below under "Certain Covenants of the Company") that limit the ability of the Company to incur indebtedness or that afford holders of Securities protection in the event GE Company, as sole indirect stockholder of the Company, causes the Company to engage in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction. GLOBAL NOTES, DELIVERY AND FORM Except as otherwise set forth in the Prospectus Supplement accompanying this Prospectus, the Notes will be issued in the form of one or more fully registered Global Notes that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the name of the Depository's nominee. The Depository currently limits the maximum denomination of any single Global Note to $150,000,000. For purposes of this Prospectus, "Global Note" refers to the Global Note or Global Notes representing an entire issue of Notes. Except as set forth below, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The Depository has advised as follows: it is a limited-purpose trust company which was created to hold securities for its participating organizations (the "Participants") and to facilitate the clearance and settlement of securities transactions in such securities between Participants through electronic book-entry charges in accounts of its Participants. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the Depository's system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("indirect participants"). Persons who are not Participants may beneficially own securities held by the Depository only through Participants or indirect participants. 5 The Depository advises that pursuant to procedures established by it (i) upon issuance of a Global Note by the Company in connection with the sale thereof to an underwriter or underwriters, the Depository will credit the accounts of Participants designated by such underwriter or underwriters with the principal amount of the Notes purchased by such underwriter or underwriters, and (ii) ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to Participants), by the Participants (with respect to indirect participants and certain beneficial owners) and by the indirect participants (with respect to all other beneficial owners). The laws of some states require that certain persons take physical delivery in definitive form of securities which they own. Consequently, the ability to transfer beneficial interests in a Global Note is limited to such extent. So long as a nominee of the Depository is the registered owner of a Global Note, such nominee for all purposes will be considered the sole owner or holder of such Notes under the Indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form, and will not be considered the owners or holders thereof under the Indenture. Neither the Company, the Trustee, any paying agent nor any registrar of the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Payments of principal and interest, if any, on the Notes registered in the name of the Depository's nominee will be made by or on behalf of the Company in immediately available funds to the Depository's nominee as the registered owner of the Global Note. Under the terms of the Indenture, the Company and the Trustee will treat the persons in whose names the Notes are registered as the owners of such Notes for the purpose of receiving payment of principal and interest, if any, on such Notes and for all other purposes whatsoever. Therefore, neither the Company, the Trustee nor any paying agent has any direct responsibility or liability for the payment of principal or interest, if any, on the Notes to owners of beneficial interests in a Global Note. The Depository has advised the Company and the Trustee that its current practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the Participants with such payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in a Global Note as shown in the records of the Depository. The Depository's current practice is to credit such accounts, as to interest, in next-day funds and, as to principal, in same-day funds. Payments by Participants and indirect participants to owners of beneficial interests in a Global Note will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of the Participants or indirect participants. If the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue Notes in definitive form in exchange for a Global Note. In addition, the Company may at any time determine not to have the Notes represented by a Global Note and, in such event, will issue Notes in definitive form in exchange for a Global Note. In either instance, an owner of a beneficial interest in a Global Note will be entitled to have Notes equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, without coupons, and the Company will maintain in the Borough of Manhattan, The City of New York, one or more offices or agencies where such Notes may be presented for payment and may be transferred or exchanged. No service charge will be made for any transfer or exchange of such Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. SAME-DAY SETTLEMENT IN RESPECT OF GLOBAL NOTES Secondary trading in definitive long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, Global Notes held by the Depository will trade in the 6 Depository's Same-Day Funds Settlement System until maturity, and secondary market trading activity in the Notes will therefore be required by the Depository to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Notes. CERTAIN COVENANTS OF THE COMPANY The Company covenants that neither it nor any Finance Subsidiary will subject any of its property or assets to any lien unless the Notes are secured equally and ratably with other indebtedness thereby secured. There are excepted from this covenant liens created to secure obligations for the purchase price of real estate, equipment or other physical property and certain liens existing at the time any such property is acquired; liens, existing at the time of acquisition, on acquired receivables or other nonphysical property if the gross amount of such receivables and the fair market value of such other property, in the aggregate, do not exceed 5% of net receivables of the Company and its Finance Subsidiaries taken on a consolidated basis; liens created to secure the borrowing of money by a Finance Subsidiary from the Company or another Finance Subsidiary; and certain other liens not related to the borrowing of money. (Section 4.03.) As used in the preceding paragraph, the term "Finance Subsidiary" means any Subsidiary (as defined below) engaged within the United States in the business of purchasing notes, accounts receivable (whether or not payable in installments), conditional sale contracts or other paper originating in sales at wholesale or retail, or of leasing new or used products or of making installment loans, and the term "Subsidiary" means any corporation of which the Company directly or indirectly owns or controls at the time at least a majority of the outstanding stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of the board of directors of such corporation. (Section 1.01.) If upon any consolidation or merger of the Company with any other corporation, or upon any sale, conveyance or lease of substantially all its assets, any of the property of the Company or of any Subsidiary owned immediately prior thereto would thereupon become subject to any mortgage, pledge, lien or encumbrance, the Company prior to or simultaneously with such event will secure the Notes equally and ratably with any other obligations of the Company then entitled thereto, by a direct lien on such property prior to all liens other than any theretofore existing thereon. (Section 11.02.) MODIFICATION OF THE INDENTURES Each Indenture permits the Company and the Trustee thereunder, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Notes of each series affected outstanding, to add any provisions to or change in any manner or eliminate any of the provisions of such Indenture or modify in any manner the rights of the holders of Notes of each such series, PROVIDED that no such addition or modification shall (i) among other things, extend the fixed maturity of any Notes or reduce the principal amount thereof (including in the case of a discounted Note the amount payable upon acceleration of the maturity thereof), reduce the redemption premium thereon or reduce the rate or extend the time of payment of interest, if any, thereon, or (ii) reduce the aforesaid percentage of principal amount of such Notes of any series, the consent of the holders of which is required for any addition or modification, without in each case the consent of the holder of each such Note so affected. (Section 10.02.) EVENTS OF DEFAULT An Event of Default with respect to any series of Notes is defined in each Indenture as being: (a) default in any payment of principal or premium, if any, on any Note of such series; (b) default for 30 days in payment of any interest on any Note of such series; (c) default in the making or satisfaction of any sinking fund payment or analogous obligation on the Notes of such series; (d) default for 60 days after written notice to the Company in performance of any other covenant in respect of the Notes of such series contained in such Indenture; (e) a default, as defined, with respect to any other series of Notes outstanding under the relevant Indenture or as defined in any other indenture or instrument evidencing or under which the Company has outstanding any indebtedness for borrowed money, as a result of which such other series or such other indebtedness of the Company shall have been accelerated and such acceleration shall not have been annulled within 10 days after written notice thereof (PROVIDED, that the resulting Event of Default with 7 respect to such series of Notes may be remedied, cured or waived by the remedying, curing or waiving of such other default under such other series or such other indebtedness); or (f) certain events in bankruptcy, insolvency or reorganization. (Section 6.01.) Each Indenture requires the Company to deliver to the Trustee annually a written statement as to the presence or absence of certain defaults under the terms thereof. (Section 4.06.) No Event of Default with respect to a particular series of Notes under any Indenture necessarily constitutes an Event of Default with respect to any other series of Notes issued thereunder. Each Indenture provides that the Trustee may withhold notice to the holders of any series of Notes issued thereunder of any default (except in the payment of principal, premium, if any, or interest, if any, on any of the Notes of such series or in the making of any sinking fund instalment or analogous obligation with respect to such series) if the Trustee considers it in the interest of such Noteholders to do so. (Section 6.08.) Each Indenture provides that during the continuance of an Event of Default with respect to any series of Notes, either the Trustee thereunder or the holders of 25% in aggregate principal amount of the outstanding Notes of such series may declare the principal, or in the case of discounted Notes, such portion thereof as may be described in the Prospectus Supplement accompanying this Prospectus, of all such Notes to be due and payable immediately, but under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such Notes then outstanding. Each Indenture provides that past defaults with respect to a particular series of Notes (except, unless theretofore cured, a default in payment of principal of, premium, if any, or interest, if any, on any of the Notes of such series, or the payment of any sinking fund instalment or analogous obligation on the Notes of such series) may be waived on behalf of the holders of all Notes of such series by the holders of a majority in principal amount of such Notes then outstanding. (Sections 6.01 and 6.07.) Subject to the provisions of each Indenture relating to the duties of the Trustee thereunder in case an Event of Default with respect to any series of Notes shall occur and be continuing, such Trustee shall be under no obligation to exercise any of its rights or powers under such Indenture at the request, order or direction of any holders of Notes of any series issued thereunder unless such holders shall have offered to the Trustee reasonable indemnity. (Sections 7.01 and 7.02.) Subject to such indemnification provision, each Indenture provides that the holders of a majority in principal amount of the Notes of any series issued thereunder at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee thereunder, or exercising any trust or power conferred on such Trustee with respect to the Notes of such series, provided that such Trustee may decline to follow any such direction if it has not been offered reasonable indemnity therefor or if it determines that the proceedings so directed would be illegal or involve it in any personal liability. (Section 6.07.) CONCERNING THE TRUSTEE Mercantile-Safe Deposit and Trust Company acts as trustee under (i) an Indenture with the Company dated as of September 1, 1982, as amended and supplemented, (ii) an Indenture with the Company dated as of March 15, 1986, as amended and supplemented, and (iii) an Indenture with the Company dated as of October 1, 1991. A number of series of senior, unsecured notes of the Company are presently outstanding under each of such indentures, and any of the Notes may be issued under either of the indentures referred to in clauses (i) and (ii) above. Any material business and other relationships (including additional trusteeships), other than the present and prospective trusteeships referred to in the foregoing paragraph, between, on the one hand, the Company, GE Company and other affiliates of GE Company and, on the other hand, each Trustee under any Indenture pursuant to which any of the Notes to which the Prospectus Supplement accompanying this Prospectus relates are to be issued, are described in such Prospectus Supplement. DESCRIPTION OF WARRANTS GENERAL The following statements with respect to the Warrants are summaries of the detailed provisions of one or more separate Warrant Agreements (each a "Warrant Agreement") between the Company and a banking 8 institution organized under the laws of the United States or one of the states thereof (each a "Warrant Agent"), a form of which is filed as an exhibit to the Registration Statement. Wherever particular provisions of the Warrant Agreement or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made, and the statements are qualified in their entirety by such reference. The Warrants will be evidenced by Warrant Certificates (the "Warrant Certificates") and, except as otherwise specified in the Prospectus Supplement accompanying this Prospectus, may be traded separately from any Notes with which they may be issued. Warrant Certificates may be exchanged for new Warrant Certificates of different denominations at the office of the Warrant Agent. The holder of a Warrant does not have any of the rights of a Noteholder in respect of, and is not entitled to any payments on, any Note issuable (but not yet issued) upon exercise of the Warrants. The Warrants may be issued in one or more series, and reference is made to the Prospectus Supplement accompanying this Prospectus relating to the particular series of Warrants, if any, offered thereby for the terms of, and other information with respect to, such Warrants, including: (1) the title and the aggregate number of Warrants; (2) the Notes for which each Warrant is exercisable; (3) the date or dates on which such Warrants will expire; (4) the price or prices at which such Warrants are exercisable; (5) the currency or currencies in which such Warrants are exercisable; (6) the periods during which and places at which such Warrants are exercisable; (7) the terms of any mandatory or optional call provisions; (8) the price or prices, if any, at which the Warrants may be redeemed at the option of the holder or will be redeemed upon expiration; (9) the identity of the Warrant Agent; and (10) the exchanges, if any, on which such Warrants may be listed. EXERCISE OF WARRANTS Warrants may be exercised by payment to the Warrant Agent of the exercise price, in each case in such currency or currencies as are specified in the Warrant, and communicating the identity of the Warrantholder and the number of Warrants to be exercised. Upon receipt of payment and the Warrant Certificate properly completed and duly executed, at the office of the Warrant Agent, the Warrant Agent will, as soon as practicable, forward Notes in authorized denominations. If less than all of the Warrants evidenced by the Warrant Certificate are exercised, a new Warrant Certificate will be issued for the remaining amount of Warrants. LEGAL OPINIONS Except as may be otherwise specified in the Prospectus Supplement accompanying this Prospectus, the legality of the Securities will be passed upon for the Company by one of Burton J. Kloster, Jr., a director and Senior Vice President, General Counsel and Secretary of the Company or Bruce C. Bennett, Associate General Counsel -- Treasury Operations and Assistant Secretary of the Company, and for the underwriters, agents or dealers by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017. Messrs. Kloster and Bennett, together with members of their families, own, have options to purchase and have other interests in shares of common stock of GE Company. EXPERTS The financial statements and schedules of General Electric Capital Corporation and consolidated affiliates as of December 31, 1993 and 1992 and for each of the years in the three-year period ended December 31, 1993, appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by reference herein, have been incorporated herein in reliance upon the report of KPMG Peat Marwick, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick covering the December 31, 1993, financial statements refers to a change in the method of accounting for certain investments in securities. 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are: Filing Fee for Registration Statement........................................ $1,724,150 Accounting Fees and Expenses................................................. 53,000* Trustees' and Warrant Agents' Fees and Expenses (including counsel fees)..... 65,000* Blue Sky filing and counsel fees............................................. 45,000* Printing and Engraving Fees.................................................. 150,000* Rating Agency Fees........................................................... 550,000* Miscellaneous................................................................ 1,500* ---------- Total........................................................ $2,588,650* ---------- ---------- - -------------------------- * Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Sections 7018-7022 of the New York Banking Law the Company may or shall, subject to various exceptions and limitations, indemnify its directors or officers as follows: a. If a director or officer is made or threatened to be made a party to an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of some other enterprise (including an employee benefit plan), the Company may indemnify him against amounts paid in settlement and reasonable expenses, including attorney's fees, incurred in the defense or settlement of such action or an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of the Company, except that no indemnification is available under such statutory provisions in respect of a threatened action or a pending action which is settled or otherwise disposed of, or any claim or issue or matter as to which such person is found liable to the Company, unless in each such case a court determines that such person is fairly and reasonably entitled to indemnity for such amount as the court deems proper. b. With respect to any action or proceeding other than one by or in the right of the Company to procure a judgment in its favor, if a director or officer is made or threatened to be made a party by reason of the fact that he was a director or officer of the Company, or served some other enterprise (including an employee benefit plan) at the request of the Company, the Company may indemnify him against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees incurred as a result of such action or proceeding, or an appeal therein, if he acted in good faith for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. c. A director or officer who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in subparagraphs a or b above, shall be entitled to indemnification as authorized in such paragraphs. The foregoing statement is subject to the detailed provisions of Sections 7018-7022 of the New York Banking Law. The indemnification and advancement of expenses granted pursuant to the New York Banking Law, as summarized in the foregoing paragraph, are not exclusive of any other rights to indemnification or advancement of expenses to which a director or officer may be entitled, provided that no indemnification may be made if a judgment adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause so adjudicated, or that he personally gained a financial profit or other advantage to which he was not legally entitled. The By-Laws of the Company provide that directors and officers of the Company shall be indemnified to the fullest extent permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of II-1 their service to the Company or to another organization at the Company's request. Persons who are not directors or officers of the Company may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors. Reference is made to Article VI of the Underwriting Agreement filed as Exhibit 1(a) hereto for a description of the indemnification arrangements in connection with any underwritten offering of the Securities registered hereby. The directors of the Company are insured under officers and directors liability insurance policies purchased by GE Company. The directors, officers and employees of the Company are also insured against fiduciary liabilities under the Employee Retirement Income Security Act of 1974. ITEM 16. EXHIBITS.
EXHIBIT INCORPORATED BY REFERENCE NUMBER TO FILINGS INDICATED - ---------- ---------------------------------------------------------- 1(a) -- Exhibit 1(a) to the Company's Registration Statement on Form S-3 (No. 33-50909). (b) -- Exhibit 1(b) to the Company's Registration Statement on Form S-3 (No. 33-50909). (c) -- Exhibit 1(c) to the Company's Registration Statement on Form S-3 (No. 33-50909). 4(a) (b) (c) (d) (e) -- Exhibit 4(f) to the Company's Registration Statement on Form S-3 (No. 33-18118). (f) -- Exhibit 4(g) to the Company's Registration Statement on Form S-3 (No. 33-18118). (g) -- Exhibit 4(h) to the Company's Registration Statement on Form S-3 (No. 33-18118). (h) -- Exhibit 4(i) to the Company's Registration Statement on Form S-3 (No. 33-18118). (i) -- Exhibit 4(j) to the Company's Registration Statement on Form S-3 (No. 33-18118). (j) -- Exhibit 4(k) to the Company's Registration Statement on Form S-3 (No. 33-18118). (k) -- Exhibit 4(u) to the Company's Registration Statement on Form S-3 (No. 33-50909). EXHIBIT NUMBER DESCRIPTION - ---------- ---------------------------------------------------------- 1(a) Form of Underwriting Agreement. (b) Form of Amended and Restated U.S. Distribution Agreement dated as of August 31, 1993 among the Company and the Dealers party thereto. (c) Form of Amended and Restated Euro Distribution Agreement dated as of August 31, 1993 among the Company and the Dealers party thereto. 4(a) Form of Amended and Restated General Electric Capital Corporation Standard Global Multiple-Series Indenture Provisions dated as of June 1, 1994. (b) Form of Amended and Restated General Electric Capital Corporation Standard Multiple-Series Indenture Provisions dated as of June 1, 1994. (c) Form of Amended and Restated Indenture dated as of June 1, 1994 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee. (d) Form of Amended and Restated Indenture dated as of June 15, 1994 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee. (e) Form of Note [Full Coupon]. (f) Form of Note [Deep Discount]. (g) Form of Note [Zero Coupon]. (h) Form of Note [Variable Rate]. (i) Form of Note [Extendible]. (j) Form of Warrant Agreement. (k) Form of Global Medium-Term Note, Series A, Fixed Rate Registered Note.
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EXHIBIT INCORPORATED BY REFERENCE NUMBER TO FILINGS INDICATED - ---------- ---------------------------------------------------------- (l) -- Exhibit 4(v) to the Company's Registration Statement on Form S-3 (No. 33-50909). (m) -- Exhibit 4(w) to the Company's Registration Statement on Form S-3 (No. 33-50909). (n) -- Exhibit 4(x) to the Company's Registration Statement on Form S-3 (No. 33-50909). (o) -- Exhibit 4(y) to the Company's Registration Statement on Form S-3 (No. 33-50909). (p) -- Exhibit 4(z) to the Company's Registration Statement on Form S-3 (No. 33-50909). (q) -- Exhibit 4(aa) to the Company's Registration Statement on Form S-3 (No. 33-50909). (r) -- Exhibit 4(bb) to the Company's Registration Statement on Form S-3 (No. 33-50909). 5 -- 12 -- 23 -- 24 -- 25(a) -- (b) -- EXHIBIT NUMBER DESCRIPTION - ---------- ---------------------------------------------------------- (l) Form of Global Medium-Term Note, Series A, Floating Rate Registered Note. (m) Form of Global Medium-Term Note, Series B/C, Fixed Rate Temporary Global Bearer Note. (n) Form of Global Medium-Term Note, Series B/C, Floating Rate Temporary Global Bearer Note. (o) Form of Global Medium-Term Note, Series B/C, Fixed Rate Bearer/Registered Note. (p) Form of Global Medium-Term Note, Series B/C, Floating Rate Bearer/Registered Note. (q) Form of Global Medium-Term Note, Series B/C, Fixed Rate Permanent Global Bearer Note. (r) Form of Global Medium-Term Note, Series B/C, Floating Rate Permanent Global Bearer Note. 5 Opinion and consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company. 12 Computation of ratio of earnings to fixed charges. 23 Consent of KPMG Peat Marwick (contained in Part II of this Registration Statement). Consent of Bruce C. Bennett is included in his opinion referred to in Exhibit 5 above. Consent of James Kalashian, General Tax Counsel of the Company. 24 Power of Attorney. 25(a) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Mercantile-Safe Deposit and Trust Company, in respect of the Amended and Restated Indenture filed as Exhibit 4(c). (b) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Mercantile-Safe Deposit and Trust Company, in respect of the Indenture filed as Exhibit 4(d).
ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that clauses (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide II-3 offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, General Electric Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 7th day of June, 1994. GENERAL ELECTRIC CAPITAL CORPORATION By _________/s/_JAMES A. PARKE________ (James A. Parke Senior Vice President, Finance) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - --------------------------------------------------------------------- ----------------------------- ---------------- Chairman of the Board, President and Chief Executive Officer (Principal Executive *GARY C. WENDT Officer) (Gary C. Wendt) Senior Vice President, Finance and Director (Principal Financial and Accounting /s/JAMES A. PARKE Officer) (James A. Parke) Senior Vice President -- June 7, 1994 Corporate Treasury and *JEFFREY S. WERNER Global Funding Operation (Jeffrey S. Werner) *N.D.T. ANDREWS Director (N.D.T. Andrews) *JAMES R. BUNT Director (James R. Bunt) *MICHAEL A. CARPENTER Director (Michael A. Carpenter)
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SIGNATURE TITLE DATE - --------------------------------------------------------------------- ----------------------------- ---------------- *DENNIS D. DAMMERMAN Director (Dennis D. Dammerman) *PAOLO FRESCO Director (Paolo Fresco) *BENJAMIN W. HEINEMAN, JR. Director (Benjamin W. Heineman, Jr.) *BURTON J. KLOSTER, JR. Director (Burton J. Kloster, Jr.) *HUGH J. MURPHY Director (Hugh J. Murphy) *DENIS J. NAYDEN Director June 7, 1994 (Denis J. Nayden) *JOHN M. SAMUELS Director (John M. Samuels) *EDWARD D. STEWART Director (Edward D. Stewart) *JOHN F. WELCH, JR. Director (John F. Welch, Jr.) *By /s/JAMES A. PARKE Attorney-in-fact (James A. Parke)
II-6 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-3, of our report dated February 11, 1994 relating to the financial statements and schedules of the Company and consolidated affiliates as of December 31, 1993 and 1992 and for each of the years in the three-year period ended December 31, 1993 appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. Our report refers to a change in 1993 in the method of accounting for certain investments in securities. We further consent to the reference to our firm under Experts in the Prospectus. KPMG PEAT MARWICK Stamford, Connecticut June 6, 1994 -------------------- CONSENT OF COUNSEL The consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company, to the reference to such counsel under Legal Opinions in the Prospectus, and to the use of his opinion as an Exhibit to the Registration Statement, is included in said opinion. II-7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ---------- --------------------------------------------------------------------------------------------------------- 4(a) Form of Amended and Restated General Electric Capital Corporation Standard Global Multiple-Series Indenture Provisions dated as of June 1, 1994. (b) Form of Amended and Restated General Electric Capital Corporation Standard Multiple-Series Indenture Provisions dated as of June 1, 1994. (c) Form of Amended and Restated Indenture dated as of June 1, 1994 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee. (d) Form of Amended and Restated Indenture dated as of June 15, 1994 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee. 5 -- Opinion and consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company. 12 -- Computation of ratio of earnings to fixed charges. 23 -- Consent of James Kalashian, General Tax Counsel of the Company. 24 -- Power of Attorney. 25(a) -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Mercantile-Safe Deposit and Trust Company, in respect of the Indenture filed as Exhibit 4(c). (b) -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Mercantile-Safe Deposit and Trust Company, in respect of the Indenture filed as Exhibit 4(m) and the First Supplemental Indenture filed as Exhibit 4(d). EXHIBIT NUMBER PAGE NUMBER - ---------- ------------- 4(a) (b) (c) (d) 5 12 23 24 25(a) (b)
EX-4.(A) 2 EXHIBIT 4(A) EXHIBIT 4A ________________________________________________________________________________ GENERAL ELECTRIC CAPITAL CORPORATION AMENDED AND RESTATED STANDARD GLOBAL MULTIPLE-SERIES INDENTURE PROVISIONS ________________________________________________________________________________ Dated as of June 1, 1994 CROSS REFERENCE SHEET(1) between the provisions of Sections 310 through 318(a) of the Trust Indenture Act of 1939, as amended, and the Amended and Restated General Electric Capital Corporation Standard Global Multiple-Series Indenture Provisions: Section of the Amended and Restated Standard Global Multiple-Series Section of Act Indenture Provisions -------------- -------------------- 310 (a)(1) and (2) . . . . . . . . . . . . . . . . . . . . 7.09 310 (a)(3) and (4) . . . . . . . . . . . . . . . . . . . . Not applicable 310 (b). . . . . . . . . . . . . . . . . . . . . . . . . . 7.08 snf 7.10 310 (c). . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable 311 (a) and (b). . . . . . . . . . . . . . . . . . . . . . 7.13 312 (a). . . . . . . . . . . . . . . . . . . . . . . . . . 5.01 and 5.02(a) 312 (b) and (c). . . . . . . . . . . . . . . . . . . . . . 5.02 (b) and (c) 313 (a). . . . . . . . . . . . . . . . . . . . . . . . . . 5.04 (a) 313 (b) (1). . . . . . . . . . . . . . . . . . . . . . . . Not applicable 313 (b) (2). . . . . . . . . . . . . . . . . . . . . . . . 5.04(b) 313 (c). . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(c) 313 (d). . . . . . . . . . . . . . . . . . . . . . . . . . 5.04(d) 314 (a). . . . . . . . . . . . . . . . . . . . . . . . . . 5.03 314 (b). . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable 314 (c) (1) and (2). . . . . . . . . . . . . . . . . . . . 14.05 314 (c) (3). . . . . . . . . . . . . . . . . . . . . . . . Not applicable 314 (d). . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable 314 (e). . . . . . . . . . . . . . . . . . . . . . . . . . 14.05 314 (f). . . . . . . . . . . . . . . . . . . . . . . . . . 4.06 315 (a), (c) and (d) . . . . . . . . . . . . . . . . . . . 7.01 315 (b). . . . . . . . . . . . . . . . . . . . . . . . . . 6.08 315 (e). . . . . . . . . . . . . . . . . . . . . . . . . . 6.09 316 (a) (1). . . . . . . . . . . . . . . . . . . . . . . . 6.01 and 6.07 316 (a) (2). . . . . . . . . . . . . . . . . . . . . . . . Omitted 316 (a) last sentence. . . . . . . . . . . . . . . . . . . 8.04 316 (b). . . . . . . . . . . . . . . . . . . . . . . . . . 6.04 317 (a). . . . . . . . . . . . . . . . . . . . . . . . . . 6.02 317 (b). . . . . . . . . . . . . . . . . . . . . . . . . . 4.05(a) 318 (a). . . . . . . . . . . . . . . . . . . . . . . . . . 14.07 ____________________ (1)This cross reference sheet is not part of the Amended and Restated standard global multiple-series indenture provisions. TABLE OF CONTENTS(2) Page ---- ARTICLE ONE DEFINITIONS Section 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . 1 ARTICLE TWO DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01. Forms. . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.02. Amount Unlimited; Issuable in Series and Tranches . . . . . . . . . . . . . . . . . . . . . 8 Section 2.03. Authentication . . . . . . . . . . . . . . . . . . . 11 Section 2.04. Date and Denomination of Securities. . . . . . . . . 14 Section 2.05. Execution of Securities. . . . . . . . . . . . . . . 15 Section 2.06. Exchange and Registration of Transfer of Securities . . . . . . . . . . . . . . . . . . . . 16 Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities. . . 20 Section 2.08. Temporary Securities . . . . . . . . . . . . . . . . 22 Section 2.09. Cancellation of Securities Paid, etc . . . . . . . . 22 Section 2.10. Computation of Interest. . . . . . . . . . . . . . . 23 ARTICLE THREE REDEMPTION OF SECURITIES; SINKING FUNDS; REPAYMENT AT THE OPTION OF THE HOLDER Section 3.01. Applicability of Article.. . . . . . . . . . . . . . 23 Section 3.02. Notice of Redemption; Selection of Securities. . . . 23 Section 3.03. Payment of Securities Called for Redemption. . . . . 25 Section 3.04. Satisfaction of Mandatory Sinking Fund Payments with Securities . . . . . . . . . . . . . 26 Section 3.05. Redemption of Securities for Sinking Fund. . . . . . 26 Section 3.06. Repayment at the Option of the Holder. . . . . . . . 29 ____________________ (2)This table of contents shall not, for any purpose, be deemed to be part of the Standard Global Multiple-Series Indenture Provisions. i Page ---- ARTICLE FOUR PARTICULAR COVENANTS OF THE Company Section 4.01. Payment of Principal, Premium and Interest . . . . . 29 Section 4.02. Offices for Notices and Payments, etc. . . . . . . . 30 Section 4.03. Limitation on Liens. . . . . . . . . . . . . . . . . 32 Section 4.04. Appointments to Fill Vacancies in Trustee's Office . . . . . . . . . . . . . . . . . . . . . . 33 Section 4.05. Provision as to Paying Agent.. . . . . . . . . . . . 34 Section 4.06. Statement as to Compliance . . . . . . . . . . . . . 35 ARTICLE FIVE SECURITY HOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 5.01. Securityholder Lists.. . . . . . . . . . . . . . . . 35 Section 5.02. Preservation and Disclosure of Lists . . . . . . . . 36 Section 5.03. Reports by the Company.. . . . . . . . . . . . . . . 36 Section 5.04. Reports by the Trustee . . . . . . . . . . . . . . . 36 ARTICLE SIX REMEDIES OF THE TRUSTEE AND SECURITYHOLDER ON EVENT OF DEFAULT Section 6.01. Events of Default. . . . . . . . . . . . . . . . . . 36 Section 6.02. Payment of Securities on Default; Suit Therefor. . . 40 Section 6.03. Application of Moneys Collected by Trustee.. . . . . 42 Section 6.04. Proceeding by Securityholders. . . . . . . . . . . . 43 Section 6.05. Proceedings by Trustee . . . . . . . . . . . . . . . 44 Section 6.06. Remedies Cumulative and Continuing.. . . . . . . . . 45 Section 6.07. Direction of Proceedings and Waiver of Defaults by Securityholders. . . . . . . . . . . . 45 Section 6.08. Notice of Defaults . . . . . . . . . . . . . . . . . 46 Section 6.09. Undertaking to Pay Costs . . . . . . . . . . . . . . 47 ARTICLE SEVEN CONCERNING THE TRUSTEE Section 7.01. Duties and Responsibilities of Trustee.. . . . . . . 47 Section 7.02. Reliance on Documents, Opinions, etc.. . . . . . . . 49 ii Page ---- Section 7.03. No Responsibility for Recitals, etc. . . . . . . . . 50 Section 7.04. Ownership of Securities. . . . . . . . . . . . . . . 51 Section 7.05. Moneys to be Held in Trust.. . . . . . . . . . . . . 51 Section 7.06. Compensation and Expenses of Trustee . . . . . . . . 51 Section 7.07. Officers' Certificate as Evidence. . . . . . . . . . 52 Section 7.08. Indentures Not Creating Potential Conflicting Interests for the Trustee. . . . . . . . . . . . . 52 Section 7.09. Eligibility of Trustee . . . . . . . . . . . . . . . 52 Section 7.10. Resignation or Removal of Trustee. . . . . . . . . . 53 Section 7.11. Acceptance by Successor Trustee. . . . . . . . . . . 55 Section 7.12. Succession by Merger, etc. . . . . . . . . . . . . . 56 Section 7.13. Limitation on Rights of Trustee as Creditor. . . . . 57 ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS Section 8.01. Action by Securityholders. . . . . . . . . . . . . . 57 Section 8.02. Proof of Execution by Securityholders. . . . . . . . 57 Section 8.03. Who are Deemed Absolute Owners . . . . . . . . . . . 59 Section 8.04. Company-Owned Securities Disregarded . . . . . . . . 59 Section 8.05. Revocation of Consents; Future Holders Bound . . . . 60 ARTICLE NINE SECURITYHOLDERS' MEETINGS Section 9.01. Purposes of Meetings . . . . . . . . . . . . . . . . 60 Section 9.02. Call of Meeting by Trustee . . . . . . . . . . . . . 61 Section 9.03. Call of Meeting by Company or Securityholders. . . . 61 Section 9.04. Qualifications for Voting. . . . . . . . . . . . . . 62 Section 9.05. Quorum; Adjourned Meetings . . . . . . . . . . . . . 62 Section 9.06. Regulations. . . . . . . . . . . . . . . . . . . . . 63 Section 9.07. Voting . . . . . . . . . . . . . . . . . . . . . . . 64 Section 9.08. No Delay of Rights by Meeting. . . . . . . . . . . . 65 ARTICLE TEN SUPPLEMENTAL INDENTURES Section 10.01. Supplemental Indentures without Consent of Securityholders. . . . . . . . . . . . . . . . 65 Section 10.02. Supplemental Indentures with Consent of Securityholders . . . . . . . . . . . . . . . . . 67 iii Page ---- Section 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures. . . . . . . . . . . . 68 Section 10.04. Notation on Securities. . . . . . . . . . . . . . . 68 Section 10.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee . . . . . . . . 69 ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 11.01. Company May Not Consolidate, etc., Except Under Certain Conditions. . . . . . . . . . . . . 69 Section 11.02. Securities to be Secured in Certain Events. . . . . 69 Section 11.03. Successor Corporation to be Substituted.. . . . . . 70 Section 11.04. Documents to be Given Trustee . . . . . . . . . . . 70 ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. Discharge of Indenture. . . . . . . . . . . . . . . 71 Section 12.02. Deposited Moneys to be Held in Trust by Trustee . . . . . . . . . . . . . . . . . . . . . 71 Section 12.03. Paying Agent to Repay Moneys Held . . . . . . . . . 72 Section 12.04. Return of Unclaimed Moneys. . . . . . . . . . . . . 72 ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. Indenture and Securities Solely Corporate Obligations . . . . . . . . . . . . . . . . . . . 72 ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS Section 14.01. Provisions Binding on Company's Successors. . . . . 73 Section 14.02. Official Acts by Successor Corporation. . . . . . . 73 Section 14.03. Addresses for Notices, etc. . . . . . . . . . . . . 73 Section 14.04. New York Contract . . . . . . . . . . . . . . . . . 73 Section 14.05. Evidence of Compliance with Conditions Precedent . . . . . . . . . . . . . . . . . . . . 73 Section 14.06. Legal Holidays. . . . . . . . . . . . . . . . . . . 74 iv Page ---- Section 14.07. Securities in a Specified Currency other than Dollars. . . . . . . . . . . . . . . . . . . 74 Section 14.08. Trust Indenture Act to Control. . . . . . . . . . . 75 Section 14.09. Table of Contents, Headings, etc. . . . . . . . . . 75 Section 14.10. Execution in Counterparts . . . . . . . . . . . . . 76 Section 14.11. Separability. . . . . . . . . . . . . . . . . . . . 76 v ARTICLE ONE DEFINITIONS Section 1.01. DEFINITIONS. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Amended and Restated Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Amended and Restated Indenture which are defined in the Trust Indenture Act of 1939, as amended, or which are by reference therein defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Amended and Restated Indenture as originally executed. The words "herein," "hereof" and "hereunder," and other words of similar import refer to this Amended and Restated Indenture as a whole and not to any particular Article, Section or other subdivision. AMENDED AND RESTATED INDENTURE: The term "Amended and Restated Indenture" shall mean this instrument as originally executed or as it may be amended or supplemented from time to time as herein provided, and shall include the form and terms of particular Tranches of Securities established as contemplated hereunder. AUTHORIZED NEWSPAPER: The term "Authorized Newspaper" shall mean a newspaper (which, in the case of the City of New York, will, if practicable, be THE WALL STREET JOURNAL (Eastern edition), in the case of the United Kingdom, will, if practicable, be THE FINANCIAL TIMES (London edition) and, in the case of Luxembourg, will, if practicable, be THE LUXEMBURGER WORT) published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the City of New York, the United Kingdom or in Luxembourg, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. BOARD OF DIRECTORS: The term "Board of Directors" shall mean the Board of Directors of the Company or any Committee of such Board to which the powers of such Board have been lawfully delegated. BUSINESS DAY: The term "Business Day" shall mean, unless otherwise specified with respect to a particular Tranche of Notes, any day other than a Saturday or Sunday or any other day on which banking institutions are generally authorized or obligated by law or regulation to close in The City of New York or (i) with respect to any floating rate notes where interest is determined with respect to LIBOR or with respect to any Series B or C Notes, London, England, (ii) with respect to Notes denominated in a Specified Currency other than U.S. dollars, Australian dollars or ECUS, in the principal financial center of the country of the Specified Currency, (iii) with respect to Notes denominated in Australian dollars, in Sydney, or (iv) with respect to Notes denominated in ECUS, a day that is a non-ECU clearing day as determined by the ECU Banking Association in Paris. COMPANY: The term "Company" shall mean General Electric Capital Corporation, a New York corporation, until any successor corporation shall have become such pursuant to the provisions of Article Eleven, and thereafter "Company" shall mean such successor, except as otherwise provided in Section 11.03. COUPON: The term "Coupon" shall mean any interest coupon appertaining to a Security. DEPOSITARY: The term "Depositary" shall mean, with respect to the Securities of any series or Tranche issuable or issued in the form of one or more Registered Global Securities, the person designated as Depositary by the Company pursuant to Section 2.3 until a successor Depositary shall have become such pursuant to the applicable provisions of this Amended and Restated Indenture, and thereafter "Depositary" shall mean or include each person who is then a Depositary hereunder, and if at any time there is more than one such person, "Depositary" as used with respect to the Securities 2 of any such series or Tranche shall mean the Depositary with respect to such Registered Global Security or Securities. DOLLAR: The term "Dollar" shall mean the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. EVENT OF DEFAULT: The term "Event of Default" shall have the meaning specified in Section 6.01. INTEREST: The term "Interest," when used with respect to a non-interest bearing Security, means interest payable after the principal thereof has become due and payable whether at maturity, by declaration of acceleration, by call for redemption, pursuant to a sinking fund, or otherwise. GLOBAL SERIES NOTE: The Term "Global Series Note" shall mean any outstanding Global Medium-Term Note, Series A (a "Global Series A Note"), Global Medium-Term Note, Series B (a "Global Series B Note"), Global Medium-Term Note, Series C (a "Global Series C Note"), and any and all such other series of Global Medium-Term Notes as may hereafter be established by or pursuant to a supplemental indenture or a Resolution of the Board of Directors. The Global Series Notes may be issued in one or more Tranches, pursuant to the provisions of Section 2.02 of this Amended and Restated Indenture. OFFICERS' CERTIFICATE: The term "Officer's Certificate" shall mean a certificate signed by the President, the Chairman or any Vice Chairman of the Board or any Vice President and by the Treasurer or any Assistant Treasurer, the Comptroller or the Secretary or any Assistant Secretary of the Company and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 14.05 if and to the extent required by the provisions of such Section. 3 OPINION OF COUNSEL: The term "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel, who may be an employee of or of counsel to the Company, or may be other counsel satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 14.05 if and to the extent required by the provisions of such Section. ORIGINAL ISSUE DISCOUNT SECURITY: The term "Original Issue Discount Security" shall mean any Security which provides for an amount less than the principal amount thereof to be due and payable upon redemption or a declaration of acceleration of the maturity thereof pursuant to Section 6.01. OVERDUE RATE: The term "Overdue Rate" with respect to each Tranche of Securities shall mean the rate designated as such in or pursuant to the resolution of the Board of Directors or the supplemental indenture, as the case may be, relating to such Tranche as contemplated by Section 2.20. PRINCIPAL OFFICE OF THE TRUSTEE: The term "principal office of the Trustee," or other similar term, shall mean the principal office of the Trustee at which any particular time its corporate trust business shall be administered. REGISTERED GLOBAL SECURITY: The term "Registered Global Security" shall mean a Security evidencing all or a part of a Tranche of Securities, issued to the Depositary for such Tranche in accordance with Section 2.03 and bearing the legend prescribed in Section 2.03. REGISTERED SECURITY: The term "Registered Security" shall mean any Security registered on the Security register of the Company. 4 RESPONSIBLE OFFICER: The term "Responsible Officer," when used with respect to the Trustee, shall mean the Chairman or any Vice Chairman of the Board of Directors, the Chairman or any Vice Chairman of the Executive Committee of the Board of Directors, the President, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, any Assistant Vice President, the Cashier, any Assistant Cashier, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer, any Assistant Trust Officer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject. SECURITY OR SECURITIES; OUTSTANDING: The terms "Security" or "Securities" shall mean any Security or Securities, as the case may be, authenticated and delivered under this Amended and Restated Indenture. The term "Outstanding," when used with reference to Securities, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Amended and Restated Indenture, except: (a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent), provided that if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been mailed as in Article Three provided, or provision satisfactory to the Trustee shall have been made for mailing such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.07, unless proof satisfactory 5 to the Trustee is presented that any such Securities are held by persons in whose hands any of such Securities is a valid, binding and legal obligation of the Company. In determining whether the holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. SECURITYHOLDER: The term "Securityholder," "holder of Securities," or other similar terms, shall mean, (a) with respect to any Registered Security, the person in whose name at the time such Registered Security is registered on the books of the Company kept for that purpose in accordance with the terms hereof, or (b) with respect to any Unregistered Security, the bearer thereof. SPECIFIED CURRENCY: The term "Specified Currency" shall mean the currency in which a Security is denominated, which may include Dollars, any foreign currency or any composite of two or more currencies. SUBSIDIARY; FINANCE SUBSIDIARY: The term "Subsidiary" shall mean any corporation of which the Company directly or indirectly owns or controls at the time at least a majority of the outstanding stock having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of the board of directors of such corporation. The term "Finance Subsidiary" shall mean any Subsidiary engaged within the United States in the business of purchasing notes, accounts receivable (whether or not payable in installments), conditional sale contracts or other paper originating in sales at wholesale or retail, or of leasing new or used products or of making installment loans. 6 TRANCHE: The term "Tranche" shall mean all Securities of the same series having identical terms but for authentication date and public offering price. TRUST INDENTURE ACT OF 1939: The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of 1939 as it was in force at the date of execution of this Amended and Restated Indenture, except as provided in Section 10.03. TRUSTEE: The term "Trustee" shall mean the corporation or association named as Trustee in this Amended and Restated Indenture and, subject to the provisions of Article Seven hereof, shall also include its successors and assigns as Trustee hereunder. If pursuant to the provisions of this Amended and Restated Indenture there shall be at any time more than one Trustee hereunder, the term "Trustee" as used with respect to Securities of any Tranche shall mean the Trustee with respect to Securities of such Tranche. UNREGISTERED SECURITY: The term "Unregistered Security" shall mean any Security other than a Registered Security. ARTICLE TWO DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01. FORMS. The Securities and the Coupons, if any, appertaining thereto shall be in substantially such form as shall be established by or pursuant to a resolution of the Board of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Amended and Restated Indenture, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Amended and Restated Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or 7 regulation of any stock exchange on which such Securities may be listed, or to conform to usage. The Trustee's Certificate of Authentication on all Securities shall be in substantially the following form, and shall be executed on behalf of the Trustee by its authorized officer or agent: This is one of the Securities of the Tranche designated therein described in the within-mentioned Indenture. ________________________________, as Trustee By______________________________ Section 2.02. AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES. The aggregate principal amount of Securities which may be authenticated and delivered under this Amended and Restated Indenture is unlimited. The Securities may be issued in one or more series, each of which may consist of one or more Tranches. There shall be established in or pursuant to a resolution of the Board of Directors or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Tranche, (1) the title of the series to which such Tranche belongs (which shall distinguish the Securities of such series from all other Securities); (2) any limit upon the aggregate principal amount of the Securities of such series or Tranche which may be authenticated and delivered under this Amended and Restated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Tranche pursuant to Section 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04); (3) the date or dates on which the principal and premium, if any, of the Securities of the Tranche are payable; 8 (4) the rate or rates, or the method of determination thereof, at which the Securities of the Tranche shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, an the case of Registered Securities, if other than as set forth in Section 2.04, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and any interest on Securities of the Tranche shall be payable; (6) the Specified Currency of the Securities of the Tranche; (7) the currency or currencies in which payments on the Securities of the Tranche are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the Tranche may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the Company to redeem, purchase or repay Securities of the Tranche pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which Securities of the Tranche shall be redeemed, purchase or repaid, in whole or in part, pursuant to such obligation; (10) the denominations in which Securities of the Tranche shall be issuable, if other than (a) in the case of Registered Securities, 100,000 units of the Specified Currency and integral multiples of 1,000 units of the Specified Currency in excess thereof, or (b) in the case of Unregistered Securities in definitive form, 1,000 or 10,000 units of the Specified Currency, or (c) in the case of Unregistered Securities in global form, any integral multiple of 1,000 units of the Specified Currency; (11) if other than the principal amount thereof, the portion of the principal amount of Securities of the Tranche which shall be payable upon declaration of 9 acceleration of the maturity thereof pursuant to Section 6.01; (12) if other than the Specified Currency, the coin or currency in which payment of the principal of or interest on the Securities of the Tranche shall be payable; (13) if the principal of or interest on the Securities of the Tranche are to be payable, at the election of the Company or a holder thereof, in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (14) if the amount of payments of principal of and interest on the Securities of the Tranche may be determined with reference to an index based on a coin or currency other than the Specified Currency, the manner in which such amounts shall be determined; (15) whether the Securities of the Tranche will be issuable as Registered Securities (and, if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restriction applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided in Section 2.06, the terms upon which Unregistered Securities of any Tranche may be exchanged for Registered Securities of such Tranche and vice versa; (16) whether and under what circumstances the Company will pay additional amounts on the Securities of the Tranche held by a person who is not a U.S. person in respect of any tax, assessment, or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts; (17) if the Securities of such Tranche are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such Tranche) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; (18) any Events of Default with respect to the Securities of the Tranche, if not set forth herein; 10 (19) if other than the rate of interest stated in the title of the Securities of the Tranche, the applicable Overdue Rate; (20) in the case of any Tranche of non-interest bearing Securities, the applicable dates for purposes of clause (i) of Section 5.01; (21) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Tranche; and (22) any other terms of the Tranche (which terms shall not be inconsistent with the provisions of this Amended and Restated Indenture). All Securities of any one Tranche and Coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors or in any indenture supplemental hereto. Section 2.03. AUTHENTICATION. At any time and from time to time after the execution and delivery of this Amended and Restated Indenture, the Company may deliver Securities of any Tranche having attached thereto appropriate Coupons, if any, executed by the Company to the Trustee or its agent for authentication. Except as otherwise provided in this Article Two, the Trustee shall thereupon authenticate and deliver, or case to be authenticated and delivered, said Securities to or upon the written order of the Company, signed by its President, its Chairman or an Vice Chairman of the Board or one of its Vice Presidents and by its Treasurer or its Comptroller. In authenticating or causing the authentication of such Securities, and accepting the additional responsibilities under this Amended and Restated Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon: (1) a copy of any resolution or resolutions of the Board of Directors relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company; (2) an executed supplemental indenture, if any, relating thereto; 11 (3) an Officers' Certificate prepared in accordance with Section 14.05 which shall also state to the best knowledge of the signers of such Certificate that no Event of Default with respect to any Tranche of Securities shall have occurred and be continuing; and (4) an Opinion of Counsel prepared in accordance with Section 14.05 which shall also state: (a) that the forms of such Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 in conformity with the provisions of this Amended and Restated Indenture; (b) that the terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.02 in conformity with the provisions of this Amended and Restated Indenture; (c) that such Securities and Coupons, if any, when authenticated (in the case of the Securities) and delivered by or at the direction of the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; (d) that the Company has the corporate power to issue such Securities and Coupons, if any, and has duly taken all necessary corporate action with respect to such issuance; (e) that the issuance of such Securities and Coupons, if any, will not contravene the organization certificate or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company or any of its Subsidiaries is bound; and 12 (f) that all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, and the related supplemental indenture, if any, have been compiled with and that authentication and delivery of such Securities and Coupons, if any, and the execution and delivery of the related supplemental indenture, if any, by the Trustee will not violated the terms of this Amended and Restated Indenture. The Trustee shall have the right to decline and authenticate and deliver or cause to be authenticated and delivered any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determined that such action would expose the Trustee to personal liability to existing Securityholders. If the Company shall establish pursuant to Section 2.02 that the Securities of a Tranche are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company order with respect to such Tranche, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such Tranche issued and not yet cancelled, (ii) shall be either in bearer form or registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee off the Depositary or another nominee of the Depositary or by 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." Each Depositary designated pursuant to Section 2.02 must, at the time of its designation and at all times while it serves as Depositary hereunder, be a clearing agency registered under the United States Securities 13 Exchange Act of 1934 and any other applicable statute or regulation. Section 2.04. DATE AND DENOMINATION OF SECURITIES. The Securities of each Tranche shall be issuable as Registered Securities or Unregistered Securities in such denominations as shall be specified as contemplated by Section 2.02. In the absence of any such specification (a) with respect to Registered Securities, such Securities shall be issuable in denominations of 100,000 units of the Specified Currency and integral multiples of 1,000 units of the Specified Currency in excess thereof; (b) with respect to Unregistered Securities in definitive form, such Securities shall be issuable in denominations of 1,000 or 10,000 units of the Specified Currency; and (c) with respect to Unregistered Securities in global form, such Securities shall be issuable in denominations of any integral multiple of 1,000 units of the Specified Currency. Securities of each Tranche shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Company executing the same may determined with the approval of the Trustee. Every Registered Security shall be dated the date of its authentication. Every Unregistered Security shall be dated as provided in the resolution of the Board of Directors or the supplemental indenture referred to in Section 2.02; provided, however, that Unregistered Securities having identical terms to a prior issue of Unregistered Securities (but for authentication date and public offering price) and which are part of the same Tranche as such prior issue of Notes, shall be dated the original issue date of such prior issue of Notes. The person in whose name any Registered Security of a particular Tranche is registered at the close of business or any record date (as hereinafter defined) with respect to any interest payment date for such Tranche shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Registered Security upon any registration of transfer or exchange subsequent to the record date and prior to such interest payment date; PROVIDED, HOWEVER, that if and to the extent that the Company shall default in the payment of the interest on such interest payment date, such defaulted interest shall be paid to the persons in whose names outstanding Registered Securities of such Tranche are registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of such Registered Securities not less than 15 days preceding such subsequent record date, such record date to 14 be not less than five days preceding the date or payment of such defaulted interest. Except as otherwise specified as contemplated by Section 2.02 for Registered Securities of a particular Tranche, the term "record date" as used in this Section with respect to any regular interest payment date, shall mean the last day of the calendar month preceding such interest payment date if such interest payment date is the fifteenth day of the calendar month, and shall mean the fifteenth day of the calendar month preceding such interest payment date if such interest payment date is the first day of a calendar month, whether or not such day shall be a Business Day. Section 2.05. EXECUTION OF SECURITIES. The Securities and, if applicable, the Coupons appertaining thereto, shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its President, its Chairman of the Board, its Senior Vice President, Finance, or its Senior Vice President-Corporate Treasury and Global Funding Operations, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) attested by the Secretary or any Assistant Secretary of the Company. Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein recited, executed by the Trustee, shall be entitled to the benefits of this Amended and Restated Indenture or be valid or obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains shall have been duly executed by the Trustee. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Amended and Restated Indenture. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Securities or Coupons so signed (or the Securities to which the Coupons so signed appertain) shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities or Coupons had not ceased to be such officer of the Company; and any Security or Coupon may be singed on behalf of the Company by such persons as, at the actual date of such Security or Coupon, shall be the proper officers of the Company, although at the date of the execution of this Amended and Restated Indenture any such person was not such an officer. 15 Section 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES. Registered Securities of any Tranche (other than a Registered Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same Tranche of other authorized denominations. Unregistered Securities will not be issuable in exchange for Registered Securities. Unregistered Securities of any Tranche (with all unmatured Coupons, if any, and all matured Coupons, if any, then in default, attached thereto) will be exchangeable into Registered Securities of the same Tranche of any authorized denominations and in an equal aggregate principal amount. Unregistered Securities surrendered in exchange for Registered Securities after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date, or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the Coupon relating to such date for payment of interest. Securities to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Securityholder making the exchange shall be entitled to receive. Each person designated by the Company pursuant to the provisions of Section 4.02 as a person authorized to register and register transfer of the Securities is sometimes herein referred to as a "Security registrar." Unregistered Securities in definitive form of any Tranche will be exchangeable for Unregistered Securities in definitive form of the same Tranche in other authorized denominations, in an equal aggregate principal amount. Unregistered Securities to be so exchanged shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the Company for such purpose outside the United States in 16 accordance with the provisions of Section 4.02, or at the office of any agent appointed by the Company to perform such service, and the Company shall execute and the Trustee shall authenticate and deliver, or cause to be authenticated and delivered, in exchange therefor the Unregistered Security or Securities which the Securityholder making the exchange shall be entitled to receive. The Company shall keep, at each such office or agency, a register for each Tranche of Registered Securities issued hereunder (the registers of all Security registrars being herein sometimes collectively referred to as the "Security register" or the "registry books of the Company") in which, subject to such reasonable regulations as it may prescribe, the Company shall register Registered Securities and shall register the transfer of Registered Securities as In this Article Two provided. The Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security register shall be open for inspection by the Trustee and any Security registrar other than the Trustee. Upon due presentment for registration of transfer of any Registered Security of any Tranche at any designated office or agency, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same Tranche for an equal aggregate principal amount. Registration or registration of transfer of any Registered Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and delivery of such Registered Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Registered Security. The Company will at all times designate one person (who may be the Company and who need not be a Security registrar) to act as repository of a master list of names and addresses of the holders of the Registered Securities. The Company shall act as such repository unless and until some other person is, by written notice from the Company to the Trustee and each Security registrar, designated by the Company to act as such. The Company shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as it practicable. No person shall at any time be designated as or act as a Security registrar unless such person is at such 17 time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Registered Securities presented for registration of transfer or for exchange, redemption, repayment or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required (i) to issue, register the transfer of or exchange Securities to be redeemed for a period of fifteen calendar days preceding the first publication of the relevant notice of redemption, or if Registered Securities are outstanding and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Securities selected for redemption, in whole or in part, except the unredeemed portion of any such Registered Securities being redeemed in part, or (iii) to exchange any Unregistered Securities may be exchanged for Registered Securities of like tenor, provided that such Registered Securities shall be simultaneously surrendered for redemption or (iv) to register transfer of or exchange any Securities surrendered for optional repayment, in whole or in part. Unregistered Securities and any Coupons appertaining thereto will be transferable by delivery. Notwithstanding any other provision of this Section 2.06, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a Tranche may not be transferred except as a whole by the Depositary for such Tranche to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Tranche or a nominee of such successor Depositary. 18 If at any time the Depositary for any Registered Securities of a Tranche represented by one or more Registered Global Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.03, the Company shall appoint a successor Depositary eligible under Section 2.03 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.03 for such Registered Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Company will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such Tranche, will authenticate and deliver Securities of such Tranche in definitive registered form without Coupons, in any authorized denominations, in a aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Company may at any time and in its sole discretion determine that Registered Securities issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Company will execute and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities, will authenticate and deliver Securities of the same Tranche in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities in exchange for such Registered Global Security or Securities. If specified by the Company pursuant to Section 2.02 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same Tranche in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge: 19 (i) to the person specified by such Depositary to a new Registered Security or Securities of the same Tranche, of any authorized denominations as requested by such person, in an aggregate principal amount equal to and in exchange for such person's beneficial interest in the Registered Global Security; and (ii) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered to clause (i) above. Upon the exchange of a Registered Global Security for Securities in definitive registered form without Coupons, in authorized denominations, such Registered Global Security shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities in definitive registered form without Coupons issued in exchange for a Registered Global Security pursuant to this Section 2.06 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the persons in whose names such Securities are so registered. Notwithstanding anything herein or in the terms of any Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee (any of which, other than the Company, shall rely on an Officer's Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable United States Federal income tax laws. Section 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. In case any temporary or definitive Security or any Coupon appertaining to any Security shall become mutilated or be destroyed, lost or stolen, the Company in the case of a mutilated Security shall, and in the case of a lost, stolen, or destroyed Security may in its discretion, execute and, upon the written request or authorization of any officer of the Company, the Trustee 20 shall authenticate and deliver a new Security of the same Tranche, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, destroyed, lost or stolen. In every case the applicant for a substituted Security or Coupon shall furnish to the Company and to the Trustee such Security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof. Upon the issuance of any substituted Security or Coupon, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Security or Coupon which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Security, pay or authorized the payment of the same (without surrender thereof except int he case of a mutilated Security or Coupon) if the applicant for such payment shall furnish to the Company and to the Trustee such Security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Security or Coupon and the ownership thereof. Every substituted Security or Coupon issued pursuant to the provisions of this Section 2.07 by virtue of the fact that any Security or Coupon is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security or Coupon shall be found at any time, and shall be entitled to all the benefits of this Amended and Restated Indenture equally and proportionately with any and all other Securities or Coupons of the same Tranche duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and Coupons and shall preclude (to the extent lawful) any and all other rights or remedies with respect to the replacement or payment of negotiable instruments or other Securities without their surrender. 21 Section 2.08. TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any Tranche, the Company may execute and the Trustee shall authenticate and deliver temporary Securities (printed, lithographed or typewritten). Temporary Securities shall be issuable in any authorized denomination and substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Securities in lieu of which they are issued. Without unreasonable delay, the Company will execute and deliver to the Trustee definitive Securities of such Tranche and thereupon any or all temporary Securities of such Tranche may be surrendered in exchange therefor, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the Borough of Manhattan, the City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of the same Tranche and, in the case of Unregistered Securities, having attached thereto any appropriate Coupons. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Securities of any Tranche shall in all respects be entitled to the same benefits under this Amended and Restated Indenture as definitive Securities of the same Tranche authenticated and delivered hereunder, unless otherwise established pursuant to Section 2.02. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities that may be established pursuant to Section 2.02 (including any provision that such Unregistered Securities initially be issued in the form of a single global Unregistered Security to be delivered to a depositary located outside the United States and the procedures pursuant to which definitive or global Unregistered Securities would be issued in exchange for such temporary global Unregistered Security). Section 2.09. CANCELLATION OF SECURITIES PAID, ETC. All Securities and Coupons surrendered for the purpose of payment, redemption, repayment, exchange or registration of transfer or for credit against any sinking fund shall, if 22 surrendered to the Company, any Security registrar, any paying agent or any other agent of the Company or of the Trustee, be delivered to the Trustee and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Amended and Restated Indenture. The Trustee may destroy cancelled Securities and Coupons and deliver a certificate of such destruction to the Company or, at the written request of the Company, shall deliver cancelled Securities and Coupons to the Company. If the Company shall acquire any of the Securities or Coupons, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities or Coupons unless and until the same are delivered to the Trustee for cancellation. Section 2.10. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by Section 2.02 for Securities of any Tranche, interest on the Securities of each Tranche shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE THREE REDEMPTION OF SECURITIES; SINKING FUNDS; REPAYMENT AT THE OPTION OF THE HOLDER Section 3.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable, as the case may be, (i) to any Securities which are redeemable or subject to repayment at the option of the holder before their maturity and (ii) to any sinking fund for the retirement of any Securities, in either case except as otherwise specified as contemplated by Section 2.02 for any Tranche of Securities. The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an "optional sinking fund payment." Section 3.02. NOTICE OF REDEMPTION; SELECTION OF SECURITIES. In case the Company shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Securities of any Tranche in accordance with their terms, it shall fix a date for redemption. Notice of redemption to the holders of Registered Securities of any 23 Tranche to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such holders at their last addresses as they shall appear upon the registry books of the Company to the Trustee. Notices of redemption to be sent to the holders of Global Series Notes shall be sent only to the holders of those Global Series Notes to be redeemed. Notice of redemption to the holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee pursuant to Section 5.04(c)(ii), shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose). Notice of redemption to all other holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, the City of New York, in an Authorized Newspaper in London and , if any such Unregistered Securities are listed on the Luxembourg Stock Exchange, in an Authorized Newspaper in Luxembourg, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 nor more than 60 days prior to the date fixed for redemption. Any notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give notice or any defect int he notice to the holder of any Security of a Tranche designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such Tranche. Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which the Securities of such Tranche are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities issued with Coupons, of all Coupons appertaining thereto maturing after the date fixed for redemption, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Securities of a Tranche are to be redeemed the notice of redemption shall specify the number or numbers of the Securities to be redeemed. In case any Security is to be redeemed in part only, the notice of 24 redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of the same Tranche in principal amount equal to the unredeemed portion thereof, together with any unmatured Coupons appertaining thereto, will be issued. Prior to the redemption date specified int he notice of redemption given as provided in this Section 3.02, the Company will deposit with the Trustee or with one or more paying agents (or if the Company is acting as its own paying agent will segregate and hold in trust as provided in Section 4.05) an amount of money sufficient to redeem on the redemption date all the Securities or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Securities of a Tranche are to be redeemed the Company will give the Trustee notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Securities of such Tranche to be redeemed and the Trustee shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities or portions thereof to be redeemed. Except for Global Series Notes, Securities of a Tranche may be redeemed in part only in multiples of the smallest authorized denomination of that Tranche. Section 3.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of redemption has been given as provided in Section 3.02 or Section 3.05, the Securities or portions of Securities of the Tranche with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price, together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of Securities or portions of such Securities, together with any interest accrued to said date) any interest on the Securities or portions of Securities of such Tranche so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void. On presentation and surrender of such Securities at a place of payment in said notice specified, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, the said Securities of the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption; PROVIDED, HOWEVER, that payment of interest becoming due on or prior to the date fixed for redemption 25 shall be payable in the case of Securities with Coupons attached thereto, to the holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Section 2.02 and 2.04 hereof. If any Security issued with Coupons is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless. Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Security or Securities of the same Tranche, of authorized denominations, together with all unmatured Coupons, if any, appertaining thereto, in aggregate principal amount equal to the unredeemed portion of the Security so presented. Section 3.04. SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH SECURITIES. In lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities in cash the Company may at its option (a) deliver to the Trustee Securities, together with all unmatured Coupons, if any, appertaining thereto, of the same Tranche theretofore purchase or otherwise acquired by the Company, or (b) receive credit for the principal amount of Securities of the same Tranche which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities; PROVIDED that such Securities have not previously been so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. Section 3.05. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee a certificate signed by the Treasurer or any Assistant Treasurer of the Company specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms thereof, the portion 26 thereof, if any, which is to be satisfied by payment of cash (which cash may be deposited with the Trustee or with one or more paying agents, or if the Company is acting as its own paying agent, segregated and held in trust as provided in Section 4.05) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of the same Tranche pursuant to Section 3.04 (which Securities, if not theretofore delivered, will accompany such certificate) and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such Securities. Such certificate shall also state that no Event of Default has occurred and is continuing with respect to such Securities. Such certificate shall be irrevocable and upon its delivery then Company shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding g sinking fund payment date. In the case of the failure of the Company to deliver such certificate (or to deliver the Securities specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date for such Securities shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 3.04 and without the right to make any optional sinking fund payment, if any, with respect to such Securities. Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed 100,000 units of the Specified Currency with respect to the particular Tranche (or a lesser sum if the Company shall so request or determine) with respect to any Securities shall be applied by the Trustee (or by the Company if the Company is acting as its own paying agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities at the redemption price specified in such Securities for operation of the sinking fund together with accrued interest, if any, to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Trustee (or by the Company if the Company is acting as its own paying agent) to the redemption of Securities shall be added to the next cash sinking fund payment received by the Trustee (or if the Company is acting as its own paying agent, segregated and held in trust as provided in Section 4.05) for such Securities and, together with such payment (or such amount so segregated) shall be applied in 27 accordance with the provisions of this Section 3.05. Any and all sinking fund moneys with respect to any Securities held by the Trustee (or if the Company is acting as its own paying agent, segregated and held in trust as provided in Section 4.05) on the last sinking fund payment date with respect to such Securities and not held for the payment or redemption of particular Securities of such Tranche shall be applied by the trustee (or by the Company if the Company is acting as its own paying agent), together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Securities of that Tranche at maturity. The Trustee shall select or cause to be selected the Securities to be redeemed upon such sinking fund payment date int he manner specified in the last paragraph of Section 3.02 and the Company shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and int he manner stated in Section 3.03. On or before each sinking fund payment date, the Company shall pay to the Trustee in cash (or if the Company is acting as its own paying agent will segregate and hold in trust as provided in Section 4.05) as sum equal to any interest accrued to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section. Neither the Trustee nor the Company shall redeem any Securities with sinking fund moneys or give any notice of redemption of such Securities by operation of the sinking fund for such Tranche during the continuance of a default in payment of interest, if any, on such Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to such Securities, except that if the notice of redemption of any such Securities shall theretofore have been given in accordance with the provisions hereof, the Trustee (or the Company if the Company is acting as its own paying agent) shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Company) for that purpose in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund for such Securities at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as 28 security for the payment of such Securities; PROVIDED, HOWEVER, that in case such default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Securities on which such moneys may be applied pursuant to the provisions of this Section. Section 3.06. REPAYMENT AT THE OPTION OF THE HOLDER. Any Tranche of Securities may be made, by provision contained in or established pursuant to a supplemental indenture or a resolution of the Board of Directors pursuant to Section 2.02 hereof, subject to repayment, in whole or in part, at the option of the holder on a date or dates specified prior to maturity, at a price equal to 100% of the principal amount thereof, together with accrued interest to the date of repayment, on such notice as may be required, provided, however, that the holder of a Security may only elect partial repayment in an amount that will result in the portion of such Security that will remain outstanding after such repayment constituting an authorized denomination, or combination thereof, of such Securities. ARTICLE FOUR PARTICULAR COVENANTS OF THE COMPANY Section 4.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of all Securities issued hereunder that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on all such Securities (together with any additional amounts payable pursuant to the terms of such Securities) at the places, at the respective times and in the manner provided in such Securities, in the Coupons, if any appertaining thereto, and in this Amended and Restated Indenture. The interest on Securities issued with Coupons (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Unregistered Security provides that interest thereon may be paid while such Security is in temporary form, the interest on any such temporary Unregistered Security (together with any additional amounts payable pursuant to the terms of such Security) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Securities for notation 29 thereon of the payment of such interest, in each case subject to any restrictions that may be established pursuant to Section 2.02. Section 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC. As long as any Registered Securities remain outstanding hereunder, the Company will designate and maintain in the Borough of Manhattan, The City of New York, an office or agency where such Registered Securities may be presented for payment, and where such Securities may be presented for registration of transfer and for exchange as in this Amended and Restated Indenture provided. The Company will maintain one or more offices or agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which any of the Securities are listed) where any Unregistered Securities issued hereunder and Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Company within the United States nor will any payment be made by transfer to an account in, or by check mailed to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Company. Notwithstanding the foregoing, payments in Dollars on Unregistered Securities and Coupons appertaining thereto may be made at an agency of the Company maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Company outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. Interest on Registered Securities may at the option of the Company be paid by check mailed to the persons entitled thereto at their respective addresses as such appear on the registry books of the Company, or, at the option of any holder of $5,000,000 or more aggregate principal amount of Registered Securities of any Tranche and subject to applicable laws and regulations, be made by transfer to an account denominated in the currency in which such payment is to be made, maintained by such holder, if appropriate wire transfer instructions have been received by the Company or its agent not less than 10 days prior to the applicable interest payment date. Interest on Unregistered Securities and the Coupons appertaining thereto shall be made upon presentation 30 of such Securities or Coupons, subject to applicable laws and regulations, at the designated offices of such paying agents outside of the United States as the Company may designate from time to time. Payments on Unregistered Securities or the Coupons appertaining thereto will, upon presentation of such Securities or Coupons, at the holder's option and subject to applicable laws and regulations, be made by wire transfer to an account denominated in the currency in which such payment is to be made, maintained by such holder with a bank outside the United States, if appropriate wire transfer instructions have been received by the Company or its agent not less than 10 days prior to the applicable interest payment date. The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Company in respect of any Securities issued hereunder, the Coupons appertaining thereto or this Amended and Restated Indenture may be served. The Company may from time to time designate one or more additional offices or agencies where Securities and any Coupons appertaining thereto may be presented for payment, where Securities may be presented for exchange as provided in this Amended and Restated Indenture and pursuant to Section 2.02 and where Registered Securities may be presented for registration of transfer as in this Amended and Restated Indenture provided, and the Company may from time to time rescind any such designation, as the Company may deem desirable or expedient; PROVIDED, HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain the agencies provided for in this Section. The Company will give to the Trustee prompt written notice of any such designation or rescission thereof. The Company will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof. In case the Company shall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Trustee. The Company hereby initially designates the office of the Company located at 570 Lexington Avenue, New York, New York 10022 as the office or agency of the Company in the Borough of Manhattan, The City of New York, where Registered Securities may be presented for payment, for registration of 31 transfer and for exchange as in this Amended and Restated Indenture provided and where notices and demands to or upon the Company in respect of the Securities or of this Amended and Restated Indenture may be served. The Company is also designated as repository pursuant to Section 2.06 for the master list of the names and addresses of the holders of Securities. Section 4.03. LIMITATION ON LIENS. Except as provided below the Company will not, and will not permit any Finance Subsidiary to, at any time pledge or otherwise subject to any lien any of its property or assets, or any of the property or assets of such a Subsidiary, without thereby expressly securing the due and punctual payment of the principal of, premium, if any, and the interest, if any, on all Securities issued hereunder equally and ratably with any and all other obligations and indebtedness secured by such pledge or other lien, so long as any such other obligations and indebtedness shall be so secured, and the Company covenants that if and when any such pledge or other lien is created, all Securities issued hereunder will be so secured thereby, PROVIDED, HOWEVER, that this restriction shall not apply to: (1) The giving of any lien or charge on real estate, equipment or other physical property (real, personal or mixed) hereafter acquired, directly or indirectly, to secure all or part of the purchase price thereof or the acquiring hereafter of any such property subject to any existing lien or charge securing indebtedness (whether or not assumed); (2) The acquiring hereafter, subject to any existing lien or charge securing indebtedness (whether or not assumed), of any receivables or other property not of the character subject to the foregoing clause (1), provided that (a) such line or charge was not imposed directly or indirectly in connection with such acquisition, and (b) after giving effect to such acquisition the gross amount of all such receivables and the fair market value of all such other property (determined by the Board of Directors) shall not in the aggregate exceed 5% of the then outstanding net receivables of the Company and its Finance Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and practices; (3) Easements, liens, franchises or other minor encumbrances on or over any real property which do not materially detract from the value of such property or 32 its use in the business of the Company or a Finance Subsidiary; (4) Any deposit or pledge of assets (i) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or a Finance Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or a Finance Subsidiary; or (ii) as security for the performance of any contract or undertaking not directly or indirectly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business; or (iii) with any governmental agency, which deposit or pledge is required or permitted to qualify the Company or a Finance Subsidiary to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to workmen's compensation, unemployment insurance, old age pensions, social security, or similar matters; or (iv) made in the ordinary course of business to obtain the release of mechanics', workmen's, repairmen's, warehousemen's or similar liens or the release of property in the possession of a common carrier; (5) Mortgages and pledges, liens or charges by a Finance Subsidiary as security for indebtedness owed to the Company or any Finance Subsidiary; (6) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage or other lien referred to in the foregoing clauses (1) and (3) through (5); PROVIDED, HOWEVER, that the principal amount of any and all other obligations and indebtedness secured thereby shall not exceed the principal amount thereof so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage or other lien so extended, renewed or replaced (plus improvements on such property). Section 4.04. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a successor trustee, so that there shall at all times be a Trustee with respect to all Securities issued hereunder. 33 Section 4.05. PROVISION AS TO PAYING AGENT. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any Tranche, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.05, (1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on such Securities (whether such sums have been paid to it by the Company or by any other obligor on such Securities) in trust for the benefit of the holders of such Securities, or the Coupons appertaining thereto, if any; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of, premium, if any, or interest, if any, on such Securities when the same shall be due and payable; and (3) that at any time during the continuance of any failure by the Company (or by any other obligor on such Securities) specified in the preceding paragraph (2), such paying agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it. (b) If the Company shall act as its own paying agent with respect to the Securities of any Tranche, it will, on or before each due date of the principle of, premium, of any, or interest, if any, on such Securities, set aside, segregate and hold in trust for the benefit of the holders of such Securities or the Coupons appertaining thereto, if any, a sum sufficient to pay such principal, premium, if any, or interest, if any, so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of, premium, if any, or interest, if any, on such Securities when the same shall become due and payable. (c) Anything in this Section 4.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Amended and Restated Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. 34 (d) Anything in this Section 4.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.05 is subject to Sections 12.03 and 12.04. (e) Whenever the Company shall have one or more paying agents with respect to the Securities of any Tranche, it will, prior to each due date of the principal of, premium, if any, or interest, if any, on the Securities of such Tranche, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principle, premium, if any or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. Section 4.06. STATEMENT AS TO COMPLIANCE. The Company will furnish to the Trustee on or before June 1 in each year (beginning with first June 1 which is not less than 60 days following the first date of issuance of any Tranche of Securities under this Amended and Restated Indenture) a brief certificate (which need not comply with Section ) from the principal executive, financial or accounting officer of the Company stating that in the course of the performance by the signer of his duties as an officer of the Company he would normally have knowledge of any default or non-compliance by the Company in the performance of any covenants or conditions contained in Sections 4.01, 4.03, 11.01 and 11.02, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non- compliance of which the signer has knowledge and the nature thereof. ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 5.01. SECURITYHOLDER LISTS. If and so long as the Trustee shall not be the Security registrar for the Securities of any Tranche of Registered Securities, the Company will furnish or cause to be furnished to the Trustee with respect to each Tranche of Registered Securities issued hereunder a list in such form as the Trustee may reasonably require of the names and addresses of the holders of Registered Securities of such Tranche pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semiannually not more than 15 days after each record date for the payment of interest in respect of the Registered Securities of such 35 Tranche, as of such record date, and on dates to be determined pursuant to Section 2.02 for each Tranche of non-interest bearing Registered Securities in each year, and (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information is furnished. Section 5.02. PRESERVATION AND DISCLOSURE OF LISTS. This Section intentionally left blank. Section 5.03. REPORTS BY THE COMPANY. The Company covenants to file with the Trustee, within 15 days after the Company is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports that the Company may be required to file with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939. Section 5.04. REPORTS BY THE TRUSTEE. Any Trustee's report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before _________ in each year beginning ________, 1995, as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 days prior thereto. ARTICLE SIX REMEDIES OF THE TRUSTEE AND SECURITYHOLDER ON EVENT OF DEFAULT Section 6.01. EVENTS OF DEFAULT. The term "Events of Default" whenever used herein with respect to Securities of any series means any one of the following events and such other events as may be established with respect to the Securities of such series as contemplated by Section 2.02 hereof, continued for the period of time, if any, and after the giving of notice, if any, designated in this Amended and Restated Indenture or as may be established with respect to such Securities as contemplated by Section 2.02 hereof, as the case may be, unless it is either inapplicable or is specifically deleted or modified in this applicable resolution of the Board of Directors or in the supplemental indenture under which sun series of Securities is issues, as the case may be, as contemplated by Section 2.02: 36 (a) default in the payment of any installment of interest upon any Security of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of the principal of, or premium, if any, on any Security of such series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration, repayment or otherwise; or (c) default in the making or satisfaction of any sinking fund payment or analogous obligation as and when the same shall become due and payable by the terms of the Securities of such series; or (d) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in respect of the Securities of such series contained in this Amended and Restated Indenture (other than a covenant or agreement in respect of the Securities of such series a default in whose observance or performance is elsewhere in this Section specifically dealt with) continued for a period of 60 days after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Securities of such series at the time outstanding; or (e) an event of default with respect to any other series of Securities issued or hereafter issued pursuant to this Amended and Restated Indenture or as defined in any indenture or instrument evidencing or under which the Company has at the date of this Amended and Restated Indenture or shall hereafter have outstanding any indebtedness for borrowed money shall happen and be continuing and such other series of Securities or such indebtedness, as the case may be, shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten days after written notice thereof shall have been given to the Company by the Trustee or to the Company and the Trustee by the holder of at least twenty-five percent in aggregate principal amount of such Securities at the time outstanding; PROVIDED, HOWEVER, that if such event of default with respect to 37 such other series of Securities or under such indenture or instrument, as the case may be, shall be remedied or cured by the Company, or waived by the holders of such other series of Securities or of such indebtedness, as the case may be, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been there upon remedied, cure or waived without further action upon the part of either the Trustee or any of the Securityholders of such series; and PROVIDED FURTHER that, subject to the provisions of Sections 6.08 and 7.01, the Trustee shall not be charged with knowledge of any such event of default or any remedy, cure or waiver thereof or any such acceleration unless written notice thereof shall have been given to the Trustee by the Company, by a holder or an agent of a holder of any Securities of such other series or of any such indebtedness, as the case may be, or by the trustee then acting under this Amended and Restated Indenture with respect to such other series of Securities or under any indenture or other instrument, as the case may be, under which such event of default shall have occurred, or by the holders of at least twenty- five percent in aggregate principal amount of the Securities of such series at the time outstanding; or (f) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree and order shall have continued undischarged and unstayed for a period of 60 days; or (g) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall 38 consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit or creditors, or shall admit in writing is inability to pays its debts generally as they become due; or (h) any other Event or Default provided in the applicable resolution of the Board of Directors or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated by Section 2.02. If an Event of Default with respect to Securities of any series at the time outstanding occurs and is continuing, then and in each and every case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of the Securities of such series then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders of such series), may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all the Securities of such series to be due and payable immediately, and upon such declaration the same shall become and shall be immediately due and payable, anything in this Amended and Restated Indenture or in such Securities contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal amount (or, if such Securities are Original Issue Discount Securities, such portion of the principal amount as may be specifies in the terms of such series) of the Securities of any series shall have been so declared due and payable, and before any judgement or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, upon all such Securities and the principal of, and premium, if any, on any and all such Securities which shall have become due otherwise than by acceleration (with interest on overdue installments of interests (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the Overdue Rate applicable to such series, to the date of such payment or deposit) and all amounts payable to the Trustee pursuant to the provisions of Section 7.06, and any and all defaults under this Amended and Restated Indenture with respect to such series of Securities, other than the 39 nonpayment of principal of and accrued interest on such Securities which shall have become due solely by acceleration, shall have been remedied or cured or waived or provision shall have been made therefor to the satisfaction of the Trustee -- then and in every such case the holders of a majority in aggregate principal amount of the Securities of such series then outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under this Amended and Restated Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, than and in every case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies an powers of the Company and the Trustee shall continue as though no such proceedings had been taken. Section 6.02. PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR. The Company covenants that (a) in case defaults shall be made in the payment of any installment of interest upon any Security as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, (b) in case default shall be made in the payment of the principal of, or premium, if any, on any Security as and when the same shall become due and payable, whether at maturity of such security or upon redemption or by declaration, repayment or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holder of any such Security (or holders of any series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest if any, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount as 40 shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Securities of any series under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor on any Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if any Securities are Original Issue Discount securities, such portion of the principal amount as may be due and payable with respect to such Securities pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of any Securities and, in the case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Security holders allowed in such judicial proceedings relative to the Company or any other obligor on any Securities, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in 41 bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Securities or the rights of any holder thereof, or the authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. All rights of action and of asserting claims under this Amended and Restated Indenture, or under any Securities or Coupons appertaining to such Securities, may be enforced by the Trustee without the possession of such Securities or Coupons or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Securities or Coupons appertaining to such securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Amended and Restated Indenture, to which the trustee shall be a party) the trustee shall be held to represent all the holders of the Securities to which such proceedings relate, and it shall not be necessary to make any holders of such Securities or Coupons appertaining to such Securities parties to any such proceedings. Section 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys collected by the Trustee pursuant to this Article shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Securities and Coupons appertaining to such Securities in respect of which moneys have been collected, and the notation thereon of the payment if only partially paid, and upon surrender thereof it fully paid: FIRST: To the payment of all amounts due the Trustee pursuant to the provisions of Section 7.06; 42 SECOND: In case the principal of the Outstanding Securities in respect of which such money have been collected shall not have become due (at maturity, upon redemption, by declaration, repayment or otherwise) and be unpaid, to the payment of interest, if any, on such Securities, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by Trustee) upon the overdue installments of interest at the Overdue Rate applicable to such Securities, such payments to be made ratably to the persons entitled thereto; THIRD: In case the principal of the Outstanding Securities in respect of which such moneys have been collected shall have become due (at maturity, upon the payment of the hole amount then owing and unpaid upon such Securities for principal, premium, if any, and interest, if any, with interest on the overdue principal, and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, if any, at the Overdue Rate applicable to such Securities; and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon such Securities, then to the payment of such principal, premium, if any, and interest, if any, without preference or priority of principal, and premium, if any, over interest, if any, over any other installment of interest, if any, or of any such Security, over any other such Security, ratably to the aggregate of such principal, premium, if any, and accrued and unpaid interest, if any; and FOURTH: To the payment of the remainder, if any, to the Company, its successors or assigns, or to whosever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Section 6.04. PROCEEDING BY SECURITYHOLDERS. No holder of any Security or of any Coupon appertaining thereto shall have any right by virtue of or by availing of any provision of this Amended and Restated Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Amended and Restated Indenture or for the appointment of a receiver or trustee (or other similar official), or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of default with respect to such series of Securities and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than twenty-five percent in aggregate principal amount 43 of the Securities of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding, it being understood and intended, and being expressly covenanted by the taker and holder of every Security or Coupon with every other taker and holder and the Trustee, that no one or more holders of Securities of such series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue of or by availing of any provision of this Amended and Restated Indenture to affect, disturb or prejudice the rights of any other holder of Securities of such series r Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such holder or to enforce any right under this Amended and Restated Indenture, except in the matter herein provided and for the equal, ratable and common benefit of all holders of Securities of such series and Coupons appertaining to such Securities. Notwithstanding any other provisions in this Amended and Restated Indenture, however, the right of any holder of any Security or coupon to receive payment of the principal of, premium, if any, and interest, if any, on such Security or coupon, on or after the respective due dates expressed in such Security or coupon, or upon redemption, by declaration, repayment or otherwise, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder, and no provision of the Securities of any series or Coupon appertaining to such Securities or of this Amended and Restated Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on such Securities at the respective places, at the respective times, at the respective rates and in the coin or currency, therein and herein prescribed. Section 6.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default hereunder the trustee may in its discretion proceed to protect and enforce the rights vested in it by this Amended and Restated Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by 44 proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Amended and Restated Indenture or in aid of the exercise of any power granted in this Amended and Restated Indenture, or to enforce any other legal or equitable right vested in the trustee by this Amended and Restated Indenture or by law. Section 6.06. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies given by this Article Six to the Trustee or to the holders of the Securities of any series or Coupons appertaining to such Securities shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the holders of such Securities or Coupons, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Amended and Restated Indenture, and no delay or omission of the Trustee or of any holder of any such Securities or Coupons to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to the holders of the Securities of any series or Coupons appertaining to such Securities may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the holders of such Securities or Coupons. Section 6.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY SECURITYHOLDERS. The holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; PROVIDED, HOWEVER, that (subject to the provisions of Section 7.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action of proceeding so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of such Securities at the time 45 outstanding may on behalf of the holders of all such Securities waive any past default or Event of Default with respect to such series and its consequences except a default in the payment of interest, if any, on, or the principal of or premium, if any, on any Security of such series, or in the payment of any sinking fund installment or analogous obligation with respect to such Securities. Upon any such waiver the Company, the Trustee and the holders of such Securities shall be restored to their former position ad rights hereunder, respectively; but no such waiver shall Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Securities of such series and this Amended and Restated Indenture be deemed to have been cured and to be not continuing. Section 6.08. NOTICE OF DEFAULTS. The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series known to the Trustee (i) if any Unregistered Securities of that series are then outstanding, to the holders thereof, by publication at least once in an authorized Newspaper in the Borough of Manhattan, The City of New York, at least once in an Authorized Newspaper in London and, if any such Unregistered Securities in an Authorized Newspaper in Luxembourg, and (ii) to all holders of Securities of such series in the manner and to the extent provided in Section 5.04(c), unless such defaults shall have been cured before the giving of such notice (the term "defaults") for the purpose of this Section 6.08 being hereby defined to be the events specified in Section 6.01 or established with respect to such Securities as contemplated by Section 2.02, not including the periods of grace, if any, provided for therein or established with respect to such Securities as contemplated by Section 202 and irrespective of the giving of the notices specified in clauses (d) and (e) of Section 6.01 or established with respect to such Securities as contemplated by Section 2.02); PROVIDED, HOWEVER, that except in the case of default in the payment of the principal of, premium, if any, or interest, if any, on any of the Securities of such series or in the making of any sinking fund installment or analogous obligation with respect to such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the holders of such Securities. 46 Section 6.09. UNDERTAKING TO PAY COSTS. All parties to this Amended and Restated Indenture agree, and each holder of any Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Amended and Restated Indenture, or in any suit against the Trustee for any action taken, omitted or suffered by it as Trustee, taking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any holder of Securities or group of such holders, holding in the aggregate more than ten percent in principal amount of the Outstanding Securities of such series or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of, premium, if any, or interest, if any, on any Security on or after the due date expressed in such Security, on or after the date fixed for redemption or repayment or after such Security shall have become due by declaration. ARTICLE SEVEN CONCERNING THE TRUSTEE Section 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. With respect to the holders of any series of Securities issues hereunder, the Trustee, prior to the occurrence of any Event of Default with respect to the Securities of such series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Amended and Restated Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Amended and Restated Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that 47 (a) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all Events of Default with respect to such series which may have occurred: (1) the duties and obligations of the Trustee with respect to the Securities shall be determined solely by the express provisions of this Amended and Restated Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Amended and Restated Indenture, and no implied covenants or obligations shall be read into this Amended and Restated Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Amended and Restated Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Amended and Restated Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken, omitted or suffered to be taken by it in good faith in accordance with the direction of the holders of Securities of any series pursuant to Section 6.07 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Amended and Restated Indenture with respect to such Securities. None of the provisions of this Amended and Restated Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of 48 its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The provisions of this Section 7.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939. Section 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to the provisions of Section 7.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Company by its President, its Chairman of the Board or any Vice President and its Treasurer or its Comptroller (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee by a copy thereof certified by the Secretary, an Assistant Secretary or an Attesting secretary of the Company; (c) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered to be taken by it hereunder in good faith and in accordance with such Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Amended and Restated Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Amended and Restated Indenture, unless such Securityholder shall have offered to the Trustee reasonable security or indemnity against the 49 costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, omitted or suffered by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Amended and Restated Indenture; (f) the Trustee shall not be bound to make any inquiry or investigation into the facts or matters stated in any resolution ,certificate, statement, instrument, opinion, report, notice, request, discretion, consent, order, bond, note or other paper or document unless requested in writing so to do by the holders of a majority in aggregate principal amount of the Securities of any series affected then outstanding; PROVIDED, HOWEVER, that if the payment within a reasonable time to the Trustee of the costs and expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security conferred upon it by the terms of this Amended and Restated Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding; and the reasonable expense of such investigation shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 7.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein and in the Securities shall be taken as the statements of the Company (except in the Trustee's certificates of authentication), and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Amended and Restated Indenture or of the Securities or Coupons, PROVIDED that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Amended and Restated 50 Indenture. The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds thereof. Section 7.04. OWNERSHIP OF SECURITIES. The Trustee and any agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not Trustee or such agent. Section 7.05. MONEYS TO BE HELD IN TRUST. Subject to the provisions of Sections 12.03 and 12.04 hereof, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by its President, Chairman or any Vice Chairman of the Board, or any Vice President, Treasurer or Comptroller. Section 7.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Amended and Restated Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence 51 or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim of liability in the premises. The obligations of the Company under this Section 7.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Amended and Restated Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of holders of particular Securities Coupons. Section 7.07. OFFICERS' CERTIFICATE AS EVIDENCE. Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Amended and Restated Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered by it under the provisions of this Amended and Restated Indenture upon the faith thereof. Section 7.08. INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS FOR THE TRUSTEE. The following indentures are hereby specifically described for the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this Amended and Restated Indenture with respect to the Securities of any other series. Section 7.09. ELIGIBILITY OF TRUSTEE. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or nay state, which (a) is authorized under such laws to exercise corporate trust powers and (b) is subject to supervision or examination by Federal or State authority and (c) shall have at all times a combined capital and surplus or not less than ten million dollars. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.09, the combined capital and surplus of such 52 corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, the Trustee shall resign immediately in the manner with the effect specified in Section 7.10. The provisions of this Section 7.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939. Section 7.10. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Securities by giving written notice of resignation to the Company and (i) if any Unregistered Securities of a series affected are then outstanding, by giving notice of such resignation to the holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, at least once in an Authorized Newspaper in London and, if any such Unregistered Securities are listed on the Luxembourg Stock Exchange, at least once in an Authorized Newspaper in Luxembourg, (ii) if any Unregistered Securities of a series affected are then outstanding, by mailing notice of such resignation to the holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the holders of then outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books of the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 6.09, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 53 (b) In case at any time any of the following shall occur -- (1) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Company or by any Security holder who has been a bona fide holder of a Security or Securities of such series for at least six months, or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and Section 310(a) of the Trust Indenture Act of 1939 with respect to any series of Securities and shall fail to resign after written request therefore by the Company or by any such Securityholder, or (3) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation -- then, in any such case, the Company may remove the Trustee with respect to such series and appoint a successor trustee with respect to such series by written instrument, in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee with respect to such series. (c) The holders of a majority in aggregate principal amount of the Securities of one or more series (each series voting as a class) or all series at the time outstanding may remove the Trustee with respect to the applicable series or all series, as the case may be, and appoint with respect to the applicable series or all series, as the case may be, a successor trustee by written notice of 54 such action to the Company, the Trustee and the successor trustee. (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11. Section 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any or all applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision thereof) of any amounts then due if pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers with respect to such series of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 7.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts 55 hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee with respect to a series of Securities shall accept appointment as provided in this Section 7.11 unless a the time of such acceptance such successor trustee shall, with respect to such series, be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 7.09. Upon acceptance of appointment by a successor trustee with respect to any series as provided in this Section 7.11, the Company shall give notice thereof (a) if any Unregistered Securities of a series affected are then outstanding, to the holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, at least once in an Authorized Newspaper in London and, if any such Unregistered Securities are listed on the Luxembourg Stock Exchange, at least once in an Authorized Newspaper in Luxembourg, (b) if any Unregistered Securities of a series affected are then outstanding, to the holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04(c)(ii), by mailing such notice to such holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Company for such purpose) and (c) to the holders of Registered Securities of each series affected, by mailing such notice to such holders at their addresses as they shall appear on the registry books of the Company. If the Company fails to mail such notice within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company. Section 7.12. SUCCESSION BY MERGER, ETC. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder, provided such corporation shall be qualified under Section 310(b) of the Trust Indenture Act of 1939, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 56 In case at the time such successor to the Trustee shall succeed to the trust created by this Amended and Restated Indenture with respect to one or more series of Securities, any of such securities shall have been authenticated but not delivered, any such successor to the Trustee by merger, conversion or consolidation may adopt the certificate of authentication of any predecessor trustee, and deliver such Security so authenticated; and in case at that time any of such Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of such successor to the Trustee or, if such successor to the Trustee is a successor by merger, conversion or consolidation, the name of any predecessor hereunder; and in all such cases such certificate shall have the full force which it is anywhere in such Securities or in this Amended and Restated Indenture provided that the certificate of the Trustee shall have. Section 7.13. LIMITATION ON RIGHTS OF TRUSTEE AS CREDITOR. This Section intentionally left blank. ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS Section 8.01. ACTION BY SECURITYHOLDERS. Whenever in this Amended and Restated Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of such holders of Securities voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of Article Nine, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Securityholders. Section 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the provisions of Sections 7.01, 7.02 and 9.05, the execution of any instrument by a Securityholder or his agent or proxy may be proved in the following manner: The fact and date of the execution by any holder of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction 57 authorized to take acknowledgements of deeds or administer oaths that the person executing such instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the person executing the same. The fact of the holding by any holder of an Unregistered Security, and the identifying number os such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust Company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security of such series bearing a specified identifying number was deposited with or exhibited to such trust Company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities of one or more series specified therein. The holding by the person named in any certificate of any Unregistered Securities of any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities shall be produced, or (2) the Security specified in such certificate shall be produced by some other person, or (3) the Security specified in such certificate shall have ceased to be outstanding. Subject to Sections 7.01 and 7.02, the fact and date of the execution of any such instrument and the amount and numbers of Securities held by the person so executing such instrument and the amount and numbers of any Security or Securities may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for the relevant series or in any other manner which the Trustee for such series may deem sufficient. The ownership of Registered Securities shall be proved by the registry books of the Company or by a certificate of the person designated by the Company to act as repository in accordance with the provisions of Section 2.06. The record of any Securityholders' meeting shall be proved in the manner provided in Section 9.07. The Company may set a record date for purposes of determining the identity of Holders of Registered Securities 58 of any series entitled to vote or consent to any action referred to in Section 8.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to Registered Securities of any series, only Holders of Registered Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. Section 8.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee and any agent of the Company or of the Trustee may deem the person in whose name such Security shall be registered upon the books of the Company to be, and may treat him as, the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest, if any, on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. The Company, the Trustee and any agent of the Company or the Trustee may treat the holder of the Unregistered Security and the holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof or on account thereof and for all other purposes and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security or Coupon. Section 8.04. COMPANY-OWNED SECURITIES DISREGARDED. In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any demand, request, notice, direction, consent or waiver under this Amended and Restated Indenture, Securities which are owned by the Company or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed 59 not to be outstanding for the purpose of any such determination; PROVIDED, that for the purposes of determining whether the Trustee shall be protected in relying on any such demand, request, notice, direction consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company of any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Section 8.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Amended and Restated Indenture in connection with such action, any holder of a Security which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders of such Security, irrespective of whether or not any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor. ARTICLE NINE SECURITYHOLDERS' MEETINGS Section 9.01. PURPOSES OF MEETINGS. A meeting of holders of Securities of any or all series may be called at any time and from time to time pursuant to the provisions of this Article Nine for any of the following purposes: (1) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action 60 authorized to be taken by Securityholders pursuant to any of the provisions of Article Six; (2) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Seven; (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or (4) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any or all series, as the case may be, under any other provision of this Amended and Restated Indenture or under applicable law. Section 9.02. CALL OF MEETING BY TRUSTEE. The Trustee may at any time call a meeting of holders of Securities of any or all series to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the holders of Securities of any or all series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given (i) if any Unregistered Securities of a series affected are then outstanding, by giving notice of such meeting to the holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, at least once in an Authorized Newspaper in London, and, if any such Unregistered Securities are listed on the Luxembourg Stock Exchange, at least one in an Authorized Newspaper in Luxembourg, (ii) if any Unregistered Securities of a series affected are then outstanding, by mailing notice of such a meeting to the holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such meeting to the holders of then outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books of the Company. Such notice shall be given not less than 20 nor more than 90 days prior to the date fixed for the meeting. Section 9.03 CALL OF MEETING BY COMPANY OR SECURITYHOLDERS. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least ten percent in aggregate principal amount of the Securities then outstanding of any series that may be affected by the action proposed to be taken at the meeting, 61 shall have requested the Trustee to call a meeting of the holders of Securities of all series that may be so affected, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders, in the amount specified above, may determined the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by giving notice thereof as provided in Section 9.02. Section 9.04. QUALIFICATIONS FOR VOTING. To be entitled to vote to any meeting of Securityholders a person shall (a) be a holder of one or more Securities with respect to which such meeting is being held or (b) be a person appointed by an instrument in writing as proxy by a holder of one or more such Securities. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. Section 9.05. QUORUM; ADJOURNED MEETINGS. The persons entitled to vote a majority in aggregate principal amount of the Securities of the relevant series at the outstanding shall constitute a quorum for the transaction of all business specified in Section 9.01. No business shall be transacted in the absence of a quorum (determined as provided in the Section 9.05). In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of the holders of Securities (as provided in Section 9.03), be dissolved. In any other case the meeting shall be adjourned for a period of not less than ten days as determined by the chairman of the meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting shall be further adjourned for a period of not less than ten days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 9.02, except that such notice need be published only once and must be mailed or published or less than five days prior to the date on which the meeting is schedule to be reconvened. Subject to the foregoing, at the second reconvening of any meeting adjourned for lack of a quorum, the persons entitled to vote 25% in aggregate principal amount of the Securities then outstanding shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of an 62 adjourned meeting shall state expressly the percentage of the aggregate principal amount of the Securities of the relevant series then outstanding which shall constitute a quorum. At a meeting or any adjourned meeting duly convened and at which a quorum is present as aforesaid, any resolution and all matters (except as limited by the proviso in Section 10.02) shall be effectively passed and decided if passed or decided by the persons entitled to vote the lesser of (a) a majority in aggregate principal amount of the Securities of the relevant series then outstanding and (b) 75% in aggregate principal amount of the Securities represented and voting at the meeting. Any holder of a Security who has executed in person or by proxy and delivered to the Trustee an instrument in writing complying with the provisions of Article Eight shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such holder of a Security shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Section 9.06. REGULATIONS. Notwithstanding any other provisions of this Amended and Restated Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Securities 9.04 shall be proved in the manner specified in Section 8.02 and the appointment of any proxy shall be proved in the manner specified in Section 8.02. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by Company or by Securityholders as provided in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.04, at any meeting each holder of Securities with respect to which such 63 meeting is being held or proxy for such holder shall be entitled to one vote for each $1,000 (or the equivalent thereof in any foreign or composite currency) of principal amount (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) of such Securities held or represented by him; PROVIDED, HOWEVER, that not vote shall be cast or counted at any meeting in respect of any such Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of such Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other such Securityholders. Any meeting of holders of Securities with respect to which a meeting was duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. Section 9.07. VOTING. The vote upon any resolution submitted to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such holder of Securities or of their representatives by proxy and the principal amount (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) and number or numbers of such Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts and setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.02. The record will show the principal amount of the Securities (in the case of Original Discount Securities, such principal amount to be determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be 64 delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 9.08. NO DELAY OF RIGHTS BY MEETING. Nothing in this Article Nine contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders or any or all such series under any of the provisions of this Amended and Restated Indenture or of the Securities. ARTICLE TEN SUPPLEMENTAL INDENTURES Section 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The Company, when authorized by resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) 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 Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of all or any series of Securities or Coupons appertaining to such Securities (and if such covenants are to be for the benefit of less than all Securities, stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors of the Company and the Trustee shall consider to be for the protection of the holders of such Securities or Coupons or as may be required by Section 4.03 or Section 11.02, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the 65 several remedies provided in this Amended and Restated Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Amended and Restated Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.02; (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Amended and Restated Indenture which shall not adversely affect the interests of the holders of any Securities or Coupons; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series or to add to or change any of the provisions of this Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to joined with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or 66 immunities under this Amended and Restated Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 10.02. Section 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With the consent (evidenced as provided in Section 8.01 and 8.02) of the holders of not less than 66-2/3% in the aggregate principal amount of the Securities or each series (each series voting as a class) affected by such supplemental indenture at the time outstanding, the Company, when authorized by resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Amended and Restated Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Securities or each such series of the Coupons appertaining to such Securities; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Security, or reduce the rate or extend the time of payment of interest, if any, thereon, or reduce the principal amount or premium, if any, thereof, or make the principal thereof or premium, if any, or interest, if any, thereon payable in any coin or currency other than that provided in any Security or Coupon, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.01 or adversely affect the right of repayment, if any, at the option of the holder without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series, the holders of which are required to consent to any such supplemental indenture, without the consent of the holder of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Amended and Restated Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such series or of Coupons appertaining to such Securities with respect to such covenant or other provision, shall be deemed not to affect the rights under this Amended and Restated Indenture of the holders of Securities of any others or of Coupons appertaining to such Securities. 67 Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors authorizing the execution and delivery of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Amended and Restated Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Section 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to the provisions of this Article Ten shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Ten, this Amended and Restated Indenture shall be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Amended and Restated Indenture of the Trustee, the Company and the holder of Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Amended and Restated Indenture for any and all purposes. Section 10.04. NOTATION ON SECURITIES. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Ten may bear a notation on form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Amended and Restated Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Securities or such series then outstanding. 68 Section 10.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TRUSTEE. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article Ten. ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 11.01. COMPANY MAY NOT CONSOLIDATE, ETC., EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any corporation, unless (i) either the Company shall be the continuing corporation, or the successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United States of American or a state thereof and such corporation shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Securities and Coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Amended and Restated Indenture to be performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, 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 sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter. Section 11.02. SECURITIES TO BE SECURED IN CERTAIN EVENTS. If, upon any such consolidation or merger, or upon any such sale, conveyance, transfer or other disposition, any of the property of the Company or of any Subsidiary owned immediately prior thereto would thereupon become subject to any mortgage, pledge, lien or encumbrance, the Company, prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or other disposition, will be indenture supplemental hereto secure the due and punctual payment of the principal and premium, if any, and interest, if any, on the Securities and Coupons, 69 if any (equally and ratably with any other indebtedness of the Company then entitled thereto), by a direct lien on such property, prior to all liens other than any theretofore existing thereon. Section 11.03. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and the Company shall be relieved of any further obligation under this Amended and Restated Indenture and under the Securities and Coupons, if any. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of General Electric Capital Corporation, any or all of the Securities issuable hereunder together with any Coupons appertaining thereto which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Amended and Restated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered to the Trustee for that purpose. All appertaining thereto shall in all respects have the same legal rank and benefit under this Amended and Restated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Amended and Restated Indenture as though all or such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. Section 11.04. DOCUMENTS TO BE GIVEN TRUSTEE. The Trustee, subject to the provisions of Section 7.01 and 7.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article Eleven. ARTICLE TWELVE 70 SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. DISCHARGE OF INDENTURE. When (a) the Company shall deliver to this Trustee for cancellation all Securities theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities or Coupons which shall have been destroyed, lost or stolen or in lieu of or in substitution for which other Securities of Coupons shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07) and not theretofore cancelled, or (b) all the Securities and all unmatured Coupons appertaining thereto not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all the Securities and Coupons appertaining thereto (other than any (i) Securities or Coupon which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities or Coupons shall have been authenticated and delivered, or Section 2.07 of (ii) Securities or Coupons for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.04) not theretofore cancelled or delivered to the Trustee for cancellation, including principal, premium, if any, and interest, if any, due or to become due to such date of maturity or date fixed fore redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Amended and Restated Indenture shall cease to be of further effect, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company shall execute proper instrument acknowledging satisfaction of and discharging this Amended and Restated Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Amended and Restated Indenture or the Securities. Section 12.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys deposited with the Trustee pursuant to the provisions of Section 12.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Securities or Coupons for payment or redemption of which 71 such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest, if any. Section 12.03. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and discharge of this Amended and Restated Indenture all moneys then held by any paying agent of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys. Section 12.04. RETURN OF UNCLAIMED MONEYS. Any moneys, deposited with or paid to the Trustee for payment of the principal of, premium, if any, or interest, if any, on any Securities or Coupons appertaining thereto and not applied but remaining unclaimed by the holders of such Securities or Coupons for six years after date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on written demand; and the holder of any such Securities or Coupons shall thereafter look only to the Company for any payment which such holder may be entitled to collect. ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS. No recourse for the payment of the principal of, premium, if any, or interest, if any, on any Security or any Coupon appertaining thereto, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Amended and Restated Indenture or in any supplemental indenture, or in any Security or Coupon, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, 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, 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; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of 72 this Amended and Restated Indenture and the issue of the Securities. ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS Section 14.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the covenants, stipulations, promises and agreements in this Amended and Restated Indenture contained by the Company shall bind its successors and assigns whether so expressed or not. Section 14.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding by any provision of this Amended and Restated Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company. Section 14.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand which by any provision of this Amended and Restated Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities or Coupons on the Company may be given or served by being deposited postage prepaid by first class mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to General Electric Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Attention Vice President and Treasurer. Any notice, direction, request or demand by any holder of Securities or Coupons to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the principal office of the Trustee, addressed to the attention of its corporate trust office. Section 14.04. NEW YORK CONTRACT. This Amended and Restated Indenture and each Security, including any Coupons appertaining thereto, 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 14.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Amended and Restated Indenture, the Company shall furnish to the Trustee an Officers' 73 Certificate stating that all conditions precedent, if any, provided for in this Amended and Restated Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Amended and Restated Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Amended and Restated Indenture shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Section 14.06. LEGAL HOLIDAYS. Except as may be otherwise provided with respect to any Tranche or series of Securities, in any case where the date of payment of interest, if any, on or principal of, or premium, if any, on the Securities or the date fixed for redemption or repayment of any Security or Coupon will not be a Business Day, then payment of such interest, if any, on or principal of or premium, if any, on the Securities 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 date of maturity or date fixed for redemption or repayment, and no interest shall accrue for the period from and after such date. Section 14.07. SECURITIES IN A SPECIFIED CURRENCY OTHER THAN DOLLARS. Unless otherwise specified as contemplated by Section 2.02 with respect to a particular series of Securities, whenever for purposes of this Amended and Restated Indenture any action may be taken by the holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time outstanding and, at such time, there are outstanding any Securities of any series which are denominated in a Specified Currency other than Dollars (including European Currency Units ("ECU"), then the principal amount of Securities of such series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be 74 obtained for such amount of such Specified Currency at the Market Exchange Rate. For purposes of this Section 14.07, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of the Specified Currency published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such Specified Currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question, which for purposes of the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECU, rates of exchange as the Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a Specified Currency other than Dollars in connection with any action taken by holders of Securities pursuant to the terms of this Amended and Restated Indenture, including, without limitation, any determination contemplated in Section 6.01(d) or (e). All decisions and determination of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and all Securityholders. Section 14.08. TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Amended and Restated Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Amended and Restated Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control. Section 14.09. TABLE OF CONTENTS, HEADINGS, ETC.. The table of contents and the title and heading of the articles and sections of this Amended and Restated Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 75 Section 14.10. EXECUTION IN COUNTERPARTS. This Amended and Restated Indenture 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 14.11. SEPARABILITY. In case any provision in this Amended and Restated Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired thereby. 76 EX-4.(B) 3 EXHIBIT 4(B) EXHIBIT 4B GENERAL ELECTRIC CAPITAL CORPORATION AMENDED AND RESTATED STANDARD MULTIPLE-SERIES INDENTURE PROVISIONS Dated as of June 1, 1994 CROSS REFERENCE SHEET(1) between the provisions of Sections 310 through 318(a) of the Trust Indenture Act of 1939, as amended, and the General Electric Capital Corporation Amended and Restated Standard Multiple-Series Indenture Provisions: Section of Amended and Restated Standard Multiple-Series Section of Act Indenture Provisions ------------- -------------------- 310 (a)(1) and (2) . . . . . . . . . . . . . . . . . . 7.09 310 (a)(3) and (4) . . . . . . . . . . . . . . . . . . Not applicable 310 (b). . . . . . . . . . . . . . . . . . . . . . . . 7.08 and 7.10 310 (c). . . . . . . . . . . . . . . . . . . . . . . . Not applicable 311 (a) and (b). . . . . . . . . . . . . . . . . . . . 7.13 311 (c). . . . . . . . . . . . . . . . . . . . . . . . Not applicable 312 (a). . . . . . . . . . . . . . . . . . . . . . . . 5.01 and 5.02(a) 312 (b) and (c). . . . . . . . . . . . . . . . . . . . 5.02(b) and (c) 313 (a). . . . . . . . . . . . . . . . . . . . . . . . 5.04(a) 313 (b)(1) . . . . . . . . . . . . . . . . . . . . . . Not applicable 313 (b)(2) . . . . . . . . . . . . . . . . . . . . . . 5.04(b) 313 (c). . . . . . . . . . . . . . . . . . . . . . . . 5.04(c) 313 (d). . . . . . . . . . . . . . . . . . . . . . . . 5.04(d) 314 (a). . . . . . . . . . . . . . . . . . . . . . . . 5.03 314 (b). . . . . . . . . . . . . . . . . . . . . . . . Not applicable 314 (c)(1) and (2) . . . . . . . . . . . . . . . . . . 14.05 314 (c)(3) . . . . . . . . . . . . . . . . . . . . . . Not applicable 314 (d). . . . . . . . . . . . . . . . . . . . . . . . Not applicable 314 (e). . . . . . . . . . . . . . . . . . . . . . . . 14.05 314 (f). . . . . . . . . . . . . . . . . . . . . . . . 4.06 315 (a), (c) and (d) . . . . . . . . . . . . . . . . . 7.01 315 (b). . . . . . . . . . . . . . . . . . . . . . . . 6.08 315 (e). . . . . . . . . . . . . . . . . . . . . . . . 6.09 316 (a)(1) . . . . . . . . . . . . . . . . . . . . . . 6.01 and 6.07 316 (a)(2) . . . . . . . . . . . . . . . . . . . . . . Omitted 316 (a) last sentence. . . . . . . . . . . . . . . . . 8.04 316 (b). . . . . . . . . . . . . . . . . . . . . . . . 6.04 317 (a). . . . . . . . . . . . . . . . . . . . . . . . 6.02 317 (b). . . . . . . . . . . . . . . . . . . . . . . . 4.05(a) 318 (a). . . . . . . . . . . . . . . . . . . . . . . . 14.07 - --------------- (1) This cross reference sheet is not a part of the Amended and Restated Standard Multiple-Series Indenture Provisions. TABLE OF CONTENTS(2) Page ---- ARTICLE ONE DEFINITIONS Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE TWO DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01. Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.02. Amount Unlimited; Issuable in Series. . . . . . . . . . . . 6 Section 2.03. Authentication. . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.04. Date and Denomination of Securities . . . . . . . . . . . . 10 Section 2.05. Execution of Securities . . . . . . . . . . . . . . . . . . 11 Section 2.06. Exchange and Registration of Transfer of Securities . . . . 12 Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities . . . . . . 14 Section 2.08. Temporary Securities. . . . . . . . . . . . . . . . . . . . 15 Section 2.09. Cancellation of Securities Paid, etc. . . . . . . . . . . . 15 Section 2.10. Computation of Interest . . . . . . . . . . . . . . . . . . 16 ARTICLE THREE REDEMPTION OF SECURITIES; SINKING FUNDS Section 3.01. Applicability of Article. . . . . . . . . . . . . . . . . . 16 Section 3.02. Notice of Redemption; Selection of Securities . . . . . . . 16 Section 3.03. Payment of Securities Called for Redemption . . . . . . . . 17 - --------------- (2) This table of contents shall not, for any purpose, be deemed to be a part of the Standard Multiple-Series Indenture Provisions. i Page ---- Section 3.04. Satisfaction of Mandatory Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . . 18 Section 3.05. Redemption of Securities for Sinking Fund . . . . . . . . . 18 Section 3.06. Repayment at the Option of the Holder . . . . . . . . . . . 21 ARTICLE FOUR PARTICULAR COVENANTS OF THE COMPANY Section 4.01. Payment of Principal, Premium and Interest. . . . . . . . . 21 Section 4.02. Offices for Notices and Payments, etc . . . . . . . . . . . 21 Section 4.03. Limitation on Liens . . . . . . . . . . . . . . . . . . . . 22 Section 4.04. Appointments to Fill Vacancies in Trustee's Office. . . . . 24 Section 4.05. Provision as to Paying Agent. . . . . . . . . . . . . . . . 24 Section 4.06. Statement as to Compliance. . . . . . . . . . . . . . . . . 25 ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 5.01. Securityholder Lists. . . . . . . . . . . . . . . . . . . . 26 Section 5.02. Preservation and Disclosure of Lists. . . . . . . . . . . . 26 Section 5.03. Reports by the Company. . . . . . . . . . . . . . . . . . . 26 Section 5.04. Reports by the Trustee. . . . . . . . . . . . . . . . . . . 26 ARTICLE SIX REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT Section 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . 27 Section 6.02. Payment of Securities on Default; Suit Therefor . . . . . . 31 ii Page ---- Section 6.03. Application of Moneys Collected by Trustee. . . . . . . . . 33 Section 6.04. Proceedings by Securityholders. . . . . . . . . . . . . . . 34 Section 6.05. Proceedings by Trustee. . . . . . . . . . . . . . . . . . . 35 Section 6.06. Remedies Cumulative and Continuing. . . . . . . . . . . . . 35 Section 6.07. Direction of Proceedings and Waiver of Defaults by Securityholders . . . . . . . . . . . . . . . . . . . . . . 36 Section 6.08. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . 37 Section 6.09. Undertaking to Pay Costs. . . . . . . . . . . . . . . . . . 37 ARTICLE SEVEN CONCERNING THE TRUSTEE Section 7.01. Duties and Responsibilities of Trustee. . . . . . . . . . . 38 Section 7.02. Reliance on Documents, Opinions, etc. . . . . . . . . . . . 39 Section 7.03. No Responsibility for Recitals, etc . . . . . . . . . . . . 41 Section 7.04. Ownership of Securities . . . . . . . . . . . . . . . . . . 41 Section 7.05. Moneys to be Held in Trust. . . . . . . . . . . . . . . . . 41 Section 7.06. Compensation and Expenses of Trustee. . . . . . . . . . . . 42 Section 7.07. Officers' Certificate as Evidence . . . . . . . . . . . . . 42 Section 7.08. Indentures Not Creating Potential Conflicting Interests for the Trustee . . . . . . . . . . . . . . . . . . . . . . 43 Section 7.09. Eligibility of Trustee. . . . . . . . . . . . . . . . . . . 43 Section 7.10. Resignation or Removal of Trustee . . . . . . . . . . . . . 43 Section 7.11. Acceptance by Successor Trustee . . . . . . . . . . . . . . 45 Section 7.12. Succession by Merger, etc.. . . . . . . . . . . . . . . . . 46 Section 7.13. Limitation on Rights of Trustee as Creditor.. . . . . . . . 47 Section 7.14. Other Matters Concerning the Trustee. . . . . . . . . . . . 47 ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS Section 8.01. Action by Securityholders . . . . . . . . . . . . . . . . . 47 Section 8.02. Proof of Execution by Securityholders . . . . . . . . . . . 48 iii Page ---- Section 8.03. Who Are Deemed Absolute Owners. . . . . . . . . . . . . . . 48 Section 8.04. Company-Owned Securities Disregarded. . . . . . . . . . . . 48 Section 8.05. Revocation of Consents; Future Holders Bound. . . . . . . . 49 ARTICLE NINE SECURITYHOLDERS' MEETINGS Section 9.01. Purposes of Meetings. . . . . . . . . . . . . . . . . . . . 50 Section 9.02. Call of Meetings by Trustee . . . . . . . . . . . . . . . . 50 Section 9.03. Call of Meetings by Company or Securityholders. . . . . . . 50 Section 9.04. Qualifications for Voting . . . . . . . . . . . . . . . . . 51 Section 9.05. Regulations . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 9.06. Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Section 9.07. No Delay of Rights by Meeting . . . . . . . . . . . . . . . 53 ARTICLE TEN SUPPLEMENTAL INDENTURES Section 10.01. Supplemental Indentures without Consent of Securityholders. . . . . . . . . . . . . . . . . . . . . . 53 Section 10.02. Supplemental Indentures with Consent of Securityholders. . 55 Section 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . 56 Section 10.04. Notation on Securities . . . . . . . . . . . . . . . . . . 56 Section 10.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. . . . . . . . . . . . . . . . . . 56 iv Page ---- ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 11.01. Company May Not Consolidate, etc., Except Under Certain Conditions . . . . . . . . . . . . . . . . . . . . 57 Section 11.02. Securities to be Secured in Certain Events . . . . . . . . 57 Section 11.03. Successor Corporation to be Substituted. . . . . . . . . . 57 Section 11.04. Documents to be Given Trustee. . . . . . . . . . . . . . . 58 ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. Discharge of Indenture . . . . . . . . . . . . . . . . . . 58 Section 12.02. Deposited Moneys to be Held in Trust by Trustee. . . . . . 59 Section 12.03. Paying Agent to Repay Moneys Held. . . . . . . . . . . . . 59 Section 12.04. Return of Unclaimed Moneys . . . . . . . . . . . . . . . . 60 ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. Indenture and Securities Solely Corporate Obligations. . . 60 ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS Section 14.01. Provisions Binding on Company's Successors . . . . . . . . 60 Section 14.02. Official Acts by Successor Corporation . . . . . . . . . . 61 Section 14.03. Addresses for Notices, etc . . . . . . . . . . . . . . . . 61 v Page ---- Section 14.04. New York Contract. . . . . . . . . . . . . . . . . . . . . 61 Section 14.05. Evidence of Compliance with Conditions Precedent . . . . . 61 Section 14.06. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . 62 Section 14.07. Securities in a Specified Currency other than Dollars. . . 62 Section 14.08. Trust Indenture Act to Control . . . . . . . . . . . . . . 63 Section 14.09. Table of Contents, Headings, etc.. . . . . . . . . . . . . 63 Section 14.10. Execution in Counterparts. . . . . . . . . . . . . . . . . 63 Section 14.11. Separability; Benefits . . . . . . . . . . . . . . . . . . 63 vi ARTICLE ONE DEFINITIONS Section 1.01. DEFINITIONS. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Amended and Restated Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Amended and Restated Indenture which are defined in the Trust Indenture Act of 1939, as amended, or which are by reference therein defined in the Securities Act of 1933, as amended, (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Amended and Restated Indenture as originally executed. The words "herein," "hereof," and "hereunder" and other words similar import refer to this Amended and Restated Indenture as a whole and not to any particular Article, Section or other subdivision. AMENDED AND RESTATED INDENTURE: The term "Amended and Restated Indenture" shall mean this instrument as originally executed or as it may be amended or supplemented from time to time as herein provided, and shall include the form and terms of particular series of Securities established as contemplated hereunder. BOARD OF DIRECTORS: The term "Board of Directors" shall mean the Board of Directors of the Company or any Committee of such Board to which the powers of such Board have been lawfully delegated. COMPANY: The term "Company" shall mean General Electric Capital Corporation, a New York corporation, until any successor corporation shall have become such pursuant to the provisions of Article Eleven, and thereafter "Company" shall mean such successor, except as otherwise provided in Section 11.03. DOLLAR: The term "Dollar" shall mean the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. EVENT OF DEFAULT: The term "Event of Default" shall have the meaning specified in Section 6.01. INTEREST: The term "interest," when used with respect to a non-interest bearing Security, means interest payable after the principal thereof has become due and payable whether at maturity, by declaration of acceleration, by call for redemption, pursuant to a sinking fund, or otherwise. OFFICERS' CERTIFICATE: The term "Officers' Certificate" shall mean a certificate signed by the President, the Chairman or any Vice Chairman of the Board or any Vice President and by the Treasurer or any Assistant Treasurer, the Comptroller or the Secretary or any Assistant Secretary of the Company and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 14.05 if and to the extent required by the provisions of such Section. OPINION OF COUNSEL: The term "Opinion of Counsel" shall mean an opinion in writing signed by legal counsel, who may be an employee of or of counsel to the Company, or may be other counsel satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 14.05 if and to the extent required by the provisions of such Section. ORIGINAL ISSUE DISCOUNT SECURITY: The term "Original Issue Discount Security" shall mean any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. 2 OVERDUE RATE: The term "Overdue Rate" with respect to each series of Securities shall mean the rate designated as such in the resolution of the Board of Directors or the supplemental indenture, as the case may be, relating to such series as contemplated by Section 2.02. PRINCIPAL OFFICE OF THE TRUSTEE: The term "principal office of the Trustee," or other similar term, shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered. RESPONSIBLE OFFICER: The term "Responsible Officer" when used with respect to the Trustee shall mean the chairman or any vice chairman of the board of directors, the chairman or any vice chairman of the executive committee of the board of directors, the president, any executive vice president, any senior vice president, any vice president, any second vice president, any assistant vice president, the cashier, any assistant cashier, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer, any assistant trust officer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject. SECURITY OR SECURITIES; OUTSTANDING: The terms "Security" or "Securities" shall mean any Security or Securities, as the case may be, authenticated and delivered under this Amended and Restated Indenture. The term "Outstanding," when used with reference to Securities, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Amended and Restated Indenture, except (a) Securities theretofore cancelled by the trustee or delivered to the Trustee for cancellation; (b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary 3 amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent), provided that if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been mailed as in Article Three provided, or provision satisfactory to the Trustee shall have been made for mailing such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.07, unless proof satisfactory to the Trustee is presented that any such Securities are held by persons in whose hands any of such Securities is a valid, binding and legal obligation of the Company. In determining whether the holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. SECURITYHOLDER: The term "Securityholder," "holder of Securities," or other similar terms, shall mean any person in whose name at the time a particular Security is registered on the books of the Company kept for that purpose in accordance with the terms hereof. SPECIFIED CURRENCY: The term "Specified Currency" shall mean the currency in which a Security is denominated, which may include Dollars, any foreign currency or any composite of two or more currencies. SUBSIDIARY; FINANCE SUBSIDIARY: The term "Subsidiary" shall mean any corporation of which the Company directly or indirectly owns or controls at the time at least a majority of the outstanding stock 4 having under ordinary circumstances (not dependent upon the happening of a contingency) voting power to elect a majority of the board of directors of such corporation. The term "Finance Subsidiary" shall mean any Subsidiary engaged within the United States in the business of purchasing notes, accounts receivable (whether or not payable in installments), conditional sale contracts or other paper originating in sales at wholesale or retail, or of leasing new or used products or of making instalment loans. TRUST INDENTURE ACT OF 1939: The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of 1939 as it was in force at the date of execution of this Amended and Restated Indenture, except as provided in Section 10.03. TRUSTEE: The term "Trustee" shall mean the corporation or association named as Trustee in this Amended and Restated Indenture and, subject to the provisions of Article Seven hereof, shall also include its successors and assigns as Trustee hereunder. If pursuant to the provisions of this Amended and Restated Indenture there shall be at any time more than one Trustee hereunder, the term "Trustee" as used with respect to Securities of any series shall mean the Trustee with respect to Securities of that series. ARTICLE TWO DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES. Section 2.01. FORMS. (a) The Securities of each series shall be in substantially such form as shall be established by or pursuant to a resolution of the Board of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Amended and Restated Indenture, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Amended and Restated Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which 5 the Securities of such series may be listed, or to conform to usage. (b) The resolutions adopted by the Board of Directors establishing the form and terms of the Securities of any series pursuant to Sections 2.01 and 2.02, respectively, of this Amended and Restated Indenture, may provide for issuance of the Securities in global form. If Securities of a series are so authorized to be issued in global form, any such global Security may provide that it shall represent that aggregate amount of Securities from time to time endorsed thereon and may also provided that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount or changes in the rights of holders of Securities represented thereby, shall be made in such manner and by such person or persons as shall be specified therein. (c) The Trustee's Certificate of Authentication on all Securities shall be in substantially the following form: "This is one of the Securities of the series designated therein described in the within-mentioned Indenture. ________________________, AS TRUSTEE By__________________ AUTHORIZED OFFICER" Section 2.02. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered under this Amended and Restated Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a resolution of the Board of Directors or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); 6 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Amended and Restated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04); (3) the date or dates on which the principal and premium, if any, of the Securities of the series is payable; (4) the rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and, if other than as set forth in Section 2.04, the record dates for the determination of holders to whom interest is payable; (5) the place or places where the principal of, and premium, if any, and any interest on Securities of the series shall be payable; (6) the Specified Currency of the Securities of the series; (7) the currency or currencies in which payments on the Securities of the series are payable, if other than the Specified Currency; (8) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise; (9) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the price or process at which and the period or periods within which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 7 (11) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; (12) if other than the Specified Currency, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable; (13) if the principal of or interest on the Securities of the series are to be payable, at the election of the Company or a holder thereof, in a coin or currency other than the Specified Currency, the period or periods within which, and the terms and conditions upon which, such election may be made; (14) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than the Specified Currency, the manner in which such amounts shall be determined; (15) any Events of Default with respect to the Securities of the series, if not set forth herein; (16) if other than the rate of interest stated in the title of the Securities of the series, the applicable Overdue Rate; (17) in the case of any series of non-interest bearing Securities, the applicable dates for purposes of clause (i) of Section 5.01; and (18) any other terms of the series (which terms shall not be inconsistent with the provisions of this Amended and Restated Indenture). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors or in any such indenture supplemental hereto. Section 2.03. AUTHENTICATION. At any time and from time to time after the execution and delivery of this Amended and Restated Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication. Except as otherwise provided in this Article Two, the Trustee shall thereupon authenticate 8 and deliver said Securities to or upon the written order of the Company, signed by its President, its Chairman or any Vice Chairman of the Board or one of its Vice Presidents and by its Treasurer or its Comptroller. In authenticating such Securities, and accepting the additional responsibilities under this Amended and Restated Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon: (1) a copy of any resolution or resolutions of the Board of Directors relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary of the Company; (2) an executed supplemental indenture, if any, relating thereto; (3) an Officers' Certificate prepared in accordance with Section 14.05 which shall also state to the best knowledge of the signers of such Certificate that no Event of Default with respect to any series of Securities shall have occurred and be continuing; and (4) an Opinion of Counsel prepared in accordance with Section 14.05 which shall also state (a) that the form of such Securities has been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 in conformity with the provisions of this Amended and Restated Indenture; (b) that the terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.02 in conformity with the provisions of this Amended and Restated Indenture; (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or 9 affecting the enforcement of creditors' rights and to general equity principles; (d) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; (e) that the issuance of such Securities will not contravene the organization certificate or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company or any of its Subsidiaries is bound; and (f) that all laws and requirements in respect of the execution and delivery by the Company of such Securities and the related supplemental indenture, if any, have been complied with and that authentication and delivery of such Securities and the execution and delivery of the related supplemental indenture, if any, by the Trustee will not violate the terms of this Amended and Restated Indenture. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or vice presidents shall determine that such action would expose the Trustee to personal liability to existing Securityholders. Section 2.04. DATE AND DENOMINATION OF SECURITIES. The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 2.02. In the absence of any such specification with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any multiple of $1,000. Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Company executing the same may determine with the approval of the Trustee. Every Security shall be dated the date of its authentication. 10 The person in whose name any Security of a particular series is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date for such series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Security upon any registration of transfer or exchange subsequent to the record date and prior to such interest payment date; PROVIDED, HOWEVER, that if and to the extent that the Company shall default in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose names Outstanding Securities of such series are registered in whose names Outstanding Securities of such series are registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of such Securities not less than 15 days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest. Except as otherwise specified as contemplated by Section 2.02 for Securities of a particular series, the term "record date" as used in this Section with respect to any regular interest payment date, shall mean the last day of the calendar month preceding such interest payment date if such interest payment date is the fifteenth day of the calendar month, and shall mean the fifteenth day of the calendar month preceding such interest payment date if such interest payment date is the first day of a calendar month, whether or not such day shall be a day on which banking institutions in The City of New York are authorized or required by law or executive order to close or remain closed. Interest on the Securities may at the option of the Company be paid by check mailed to the persons entitled thereto at their respective addresses as such appear on the registry books of the Company. Section 2.05. EXECUTION OF SECURITIES. The Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its President or its Chairman of the Board and its Treasurer or its Secretary, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein recited, executed by the Trustee, shall be entitled to the benefits of this Amended and Restated Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered 11 hereunder and that the holder is entitled to the benefits of this Amended and Restated Indenture. In case any officer of the Company who shall have signed any of the Securities shall cease to be such officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and any Security may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution of this Amended and Restated Indenture any such person was not such an officer. Section 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations. Securities to be exchanged shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Securityholder making the exchange shall be entitled to receive. Each person designated by the Company pursuant to the provisions of Section 4.02 as a person authorized to register and register transfer of the Securities is sometimes herein referred to as a "Security registrar". The Company shall keep, at each such office or agency, a register for each series of Securities issued hereunder (the registers of all Security registrars being herein sometimes collectively referred to as the "Security register" or the "registry books of the Company") in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security registrar shall be open for inspection by the Trustee and any Security registrar other than the Trustee. Upon due 12 presentment for registration of transfer of any Security of any series at any designated office or agency, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for an equal aggregate principal amount. Registration or registration of transfer of any Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and delivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. The Company will at all times designate one person (who may be the Company and who need not be a Security registrar) to act as repository of a master list of names and addresses of the holders of the Securities. The Company shall act as such repository unless and until some other person is, by written notice from the Company to the Trustee and each Security registrar, designated by the Company to act as such. The Company shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable. No person shall at any time be designated as or act as a Security registrar unless such person is at such time empowered under applicable law to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be require to exchange or register a transfer of (a) any Securities of any series for the period of 15 days next preceding the selection of Securities of that series to be redeemed and thereafter until the date of the mailing of a notice of redemption of Securities of that series selected for redemption, or (b) 13 any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. Section 2.07. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company in the case of a mutilated Security shall, and in the case of a lost, stolen or destroyed Security may in its discretion, execute and, upon the written request or authorization of any officer of the Company, the Trustee shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Security which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Security and the ownership thereof. Every substituted Security issued pursuant to the provisions of this Section 2.07 by virtue of the fact that any Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be found at any time, and shall be entitled to all the benefits of this Amended and Restated Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing 14 provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude (to the extent lawful) any and all other rights or remedies with respect to the replacement or payment of negotiable instruments or other securities without their surrender. Section 2.08. TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any series the Company may execute and the Trustee shall authenticate and deliver temporary Securities (printed, lithographed or typewritten). Temporary Securities shall be issuable in any authorized denomination and substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Securities in lieu of which they are issued. Without unreasonable delay the Company will execute and deliver to the Trustee definitive Securities of such series and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Amended and Restated Indenture as definitive Securities of the same series authenticated and delivered hereunder. Section 2.09. CANCELLATION OF SECURITIES PAID, ETC. All Securities surrendered for the purpose of payment, redemption, repayment, exchange or registration of transfer or for credit against any sinking fund shall, if surrendered to the Company, any Security registrar, any paying agent or any other agent of the Company or of the Trustee, be delivered to the trustee and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly cancelled by it, and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of 15 this Amended and Restated Indenture. The Trustee may destroy cancelled Securities and deliver a certificate of such destruction to the Company or, at the written request of the Company, shall deliver cancelled Securities to the Company. If the Company shall acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. Section 2.10. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by Section 2.02 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE THREE REDEMPTION OF SECURITIES; SINKING FUNDS Section 3.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable, as the case may be, (i) to the Securities of any series which are redeemable before their maturity and (ii) to any sinking fund for the retirement of Securities of any series, in either case except as otherwise specified as contemplated by Section 2.02 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment". Section 3.02. NOTICE OF REDEMPTION; SELECTION OF SECURITIES. In case the Company shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Securities of any series in accordance with their terms, it shall fix a date for redemption and shall mail a notice of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the holders of Securities of such series so to be redeemed as a whole or in part at their last addresses as the same appear on the registry books of the Company and to the Trustee, except as the resolutions adopted by the Board of Directors to establish the terms of any series of Securities may otherwise provide. Such mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, 16 whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series. Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which the Securities of such series are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Securities of a series are to be redeemed the notice of redemption shall specify the number or numbers of the Securities of that series to be redeemed. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of that series in principal amount equal to the unredeemed portion thereof will be issued. Prior to the redemption date specified in the notice of redemption given as provided in this Section 3.02, the Company will deposit with the Trustee or with one or more paying agents (or if the Company is acting as its own paying agent will segregate and hold in trust as provided in Section 4.05) an amount of money sufficient to redeem on the redemption date all the Securities or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Securities of a series are to be redeemed the Company will give the Trustee notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Securities of such series to be redeemed and the Trustee shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Securities of that series or portions thereof to be redeemed. Securities of a series may be redeemed in part only in multiples of the smallest authorized denomination of that series. Section 3.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of redemption has been given as provided in Section 3.02 or Section 3.05, the Securities or portions of Securities of the series with respect to which 17 such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price, together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Securities or portions of such Securities, together with any interest accrued to said date) any interest on the Securities of such series or portions of Securities of such series so called for redemption shall cease to accrue. On presentation and surrender of such Securities at a place of payment in said notice specified, the said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption; PROVIDED, HOWEVER, that any semi-annual instalment of interest becoming due on or prior to the date fixed for redemption shall be payable to holders of such Securities registered as such on the relevant record date according to their terms. Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Security so presented. Section 3.04. SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH SECURITIES. In lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Securities of that series theretofore purchased or otherwise acquired by the Company, or (b) receive credit for the principal amount of Securities of that series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities; PROVIDED that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. Section 3.05. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee a certificate signed by the Treasurer or any Assistant Treasurer of the Company 18 specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, in any, which is to be satisfied by payment of cash (which cash may be deposited with the Trustee or with one or more paying agents, or if the Company is acting as its own paying agent segregated and held in trust as provided in Section 4.05) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.04 (which Securities, if not theretofore delivered, will accompany such certificate) and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with resect to such series. Such certificate shall also state that no Event of Default has occurred and is continuing with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate (or to deliver the Securities specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 3.04 and without the right to make any optional sinking fund payment, if any, with respect to such series. Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000 (or a less sum if the Company shall so request or determine) with respect to the Securities of any particular series shall be applied by the Trustee (or by the Company if the Company is acting as its own paying agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities at the redemption price specified in such Securities for operation of the sinking fund together with accrued interest, if any, to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Trustee (or by the Company if the Company is acting as its own paying agent) to the redemption of Securities shall be added to the next cash sinking fund payment received by the Trustee (or if the Company is acting as its own paying agent, segregated and held in trust as provided in Section 4.05) for such series and, together with such payment (or such amount so segregated), shall be applied in accordance 19 with the provisions of this Section 3.05. Any and all sinking fund moneys with respect to the Securities of any particular series held by the Trustee (or if the Company is acting as its own paying agent, segregated and held in trust as provided in Section 4.05) on the last sinking fund payment date with respect to Securities of such series and not held for the payment or redemption of particular Securities of such series shall be applied by the Trustee (or by the Company if the Company is acting as its own paying agent), together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Securities of that series at maturity. The Trustee shall select or cause to be selected the Securities to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of Section 3.02 and the Company shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03. On or before each sinking fund payment date, the Company shall pay to the Trustee in cash (or if the Company is acting as its own paying agent will segregate and hold in trust as provided in Section 4.05) a sum equal to any interest accrued to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section. Nether the Trustee nor the Company shall redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of such Securities by operation of the sinking fund for such series during the continuance of a default in payment of interest, if any, on such Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to such Securities, except that if the notice of redemption of any such Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee (or the Company if the Company is acting as its own paying agent) shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Company) for that purpose in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the 20 continuance of such default or Event of Default, be held as security for the payment of such Securities; PROVIDED, HOWEVER, that in case such default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Securities on which such moneys may be applied pursuant to the provisions of this Section. Section 3.06. REPAYMENT AT THE OPTION OF THE HOLDER. Any series of Securities may be made, by provision contained in or established pursuant to a supplemental indenture or a resolution of the Board of Directors pursuant to Section 2.02 hereof, subject to repayment, in whole or in part, at the option of the holder on a date or dates specified prior to maturity, at a price equal to 100% of the principal amount thereof, together with accrued interest to the date of repayment, on such notice as may be required, provided, however, that the holder of a Security may only elect partial repayment in an amount that will result in the portion of such Security that will remain outstanding after such repayment constituting an authorized denomination, or combination thereof, of such Securities. ARTICLE FOUR PARTICULAR COVENANTS OF THE COMPANY Section 4.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, premium, if any, and interest, if any, on each of the Securities of that series at the places, at the respective times and in the manner provided in such Securities. Section 4.02. OFFICES FOR NOTICES AND PAYMENTS, ETC. As long as any of the Securities of a series remain outstanding, the Company will designate and maintain in the Borough of Manhattan, The City of New York, an office or agency where the Securities of that series may be presented for payment, an office or agency where the Securities of that series may be presented for registration of transfer and for exchange as in this Amended and Restated Indenture provided and an office or agency where notices and demands to or upon the Company in respect of the Securities of that series or of this Amended and Restated Indenture may be served. In addition to such office or offices or agency or agencies, the Company may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, 21 where the Securities of that series may be presented for registration of transfer or for exchange, and the Company may from time to time rescind such designation, as it may deem desirable or expedient. The Company will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof. In case the Company shall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Trustee. The Company hereby initially designates the office of the Company located at 570 Lexington Avenue, New York, New York 10022 as the office or agency of the Company in the Borough of Manhattan, The City of New York, where the Securities of each series may be presented for payment, for registration of transfer and for exchange as in this Amended and Restated Indenture provided and where notices and demands to or upon the Company in respect of the Securities of each series or of this Amended and Restated Indenture may be served. The Company is also designated as repository pursuant to Section 2.06 for the master list of the names and addresses of the holders of the Securities of each series. Section 4.03. LIMITATION ON LIENS. Except as provided below the Company will not, and will not permit any Finance Subsidiary to, at any time pledge or otherwise subject to any lien any of its property or assets, or any of the property or assets of such a Subsidiary, without thereby expressly securing the due and punctual payment of the principal of, premium, if any, and the interest, if any, on the Securities of each series equally and ratably with any and all other obligations and indebtedness secured by such pledge or other lien, so long as any such other obligations and indebtedness shall be so secured, and the Company covenants that if and when any such pledge or other lien is created, the Securities of each series will be so secured thereby, PROVIDED, HOWEVER, that this restriction shall not apply to: (1) The giving of any lien or charge on real estate, equipment or other physical property (real, personal or mixed) hereafter acquired, directly or indirectly, to secure all or part of the purchase price thereof or the acquiring hereafter of any such property subject to any existing lien or charge securing indebtedness (whether or not assumed); 22 (2) The acquiring hereafter, subject to any existing lien or charge securing indebtedness (whether or not assumed), of any receivables or other property not of the character subject to the foregoing clause (1), provided that (a) such lien or charge was not imposed directly or indirectly in connection with such acquisition, and (b) after giving effect to such acquisition the gross amount of all such receivables and the fair market value of all such other property (determined by the Board of Directors) shall not in the aggregate exceed 5% of the then outstanding net receivables of the Company and its Finance Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and practices; (3) Easements, liens, franchises or other minor encumbrances on or over any real property which do not materially detract from the value of such property or its use in the business of the Company or a Finance Subsidiary; (4) Any deposit or pledge of assets (i) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or a Finance Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Company or a Finance Subsidiary; or (ii) as security for the performance of any contract or undertaking not directly or indirectly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business; or (iii) with any governmental agency, which deposit or pledge is required or permitted to qualify the Company or a Finance Subsidiary to conduct business, to maintain self- insurance, or to obtain the benefits of any law pertaining to workmen's compensation, unemployment insurance, old age pensions, social security, or similar matters; or (iv) made in the ordinary course of business to obtain the release of mechanics', workmen's, repairmen's, warehousemen's or similar liens or the release of property in the possession of a common carrier; (5) Mortgages and pledges, liens or charges by a Finance Subsidiary as security for 23 indebtedness owed to the Company or andy Finance Subsidiary; (6) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage or other lien referred to in the foregoing clauses (1) and (3) through (5); PROVIDED, HOWEVER, that the principal amount of any and all other obligations and indebtedness secured thereby shall not exceed the principal amount thereof so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage or other lien so extended, renewed or replaced (plus improvements on such property). Section 4.04. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a successor trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder. Section 4.05. PROVISION AS TO PAYING AGENT. (a) If the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.05, (1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest, if any, on the Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series) in trust for the benefit of the holders of the Securities of such series; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on the Securities of such series when the same shall be due and payable; and (3) that at any time during the continuance of any failure by the Company (or by any other obligor on the Securities of such series) 24 specified in the preceding paragraph (2), such payment agent will, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by it. (b) If the Company shall act its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of, premium, if any, or interest, if any, on the Securities of such series, set aside, segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal, premium, if any, or interest, if any, so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure by the Company (or by any other obligor on the Securities of such series) to make any payment of the principal of, premium, if any, or interest, if any, on the Securities of such series when the same shall become due and payable. (c) Anything in this Section 4.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Amended and Restated Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 4.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.05 is subject to Sections 12.03 and 12.04. (e) Whenever the Company shall have one or more paying agents with respect to the Securities of any series, it will, prior to each due date of the principal of, premium, if any, or interest, if any, on the Securities of such series, deposit with a designated paying agent a sum sufficient to pay the principal, premium, if any, and interest, if any, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium, if any, or interest, if any, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of any failure so to act. Section 4.06. STATEMENT AS TO COMPLIANCE. The Company will furnish to the Trustee on or before June 1, in each year (beginning with June 1, 1995) a brief certificate (which need not comply with Section ____) from the principal executive, financial or accounting officer of the Company stating that in the course of the performance by the signer 25 of his duties as an officer of the Company he would normally have knowledge of any default or non-compliance by the Company in the performance of any covenants or conditions contained in Sections 4.01, 4.03, 11.01 and 11.02, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof. ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE Section 5.01. SECURITYHOLDER LISTS. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Company and any other obligor on the Securities will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi- annually not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such record date, and on dates to be determined pursuant to Section 2.02 for non-interest bearing Securities in each year, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information is furnished. Section 5.02. PRESERVATION AND DISCLOSURE OF LISTS. This Section intentionally left blank. Section 5.03. REPORTS BY THE COMPANY. The Company covenants to file with the Trustee, within 15 days after the Company is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports that the Company may be required to file with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314 of the Trust Indenture Act of 1939. Section 5.04. REPORTS BY THE TRUSTEE. Any Trustee's report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before January 15 in each year beginning January 15, 1995, as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, 26 and shall be dated as of a date convenient to the Trustee no more than 60 days prior thereto. ARTICLE SIX REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT Section 6.01. EVENTS OF DEFAULT. The term "Event of Default" whenever used herein with respect to Securities of any series means any one of the following events and such other events as may be established with respect to the Securities of such series as contemplated by Section 2.02 hereof, continued for the period of time, if any, and after the giving of notice, if any, designated in this Amended and Restated Indenture or as may be established with respect to such Securities as contemplated by Section 2.02 hereof, as the case may be, unless it is either inapplicable or is specifically deleted or modified in the applicable resolution of the Board of Directors or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated by Section 2.02: (a) default in the payment of any instalment of interest upon any Security of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of the principal of, or premium, if any, on any Security of such series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration, repayment or otherwise; or (c) default in making or satisfaction of any sinking fund payment or analogous obligation as and when the same shall become due and payable by the terms of the Securities of such series; or (d) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in respect of the Securities of such series contained in this Amended and Restated Indenture (other than a covenant or agreement in respect of the Securities of such series a default in whose observance or performance is elsewhere in this Section specifically dealt with) continued for a period of 60 days after the date on which written 27 notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Securities of such series at the time outstanding; or (e) an event of default with respect to any other series of Securities issued or hereafter issued pursuant to this Amended and Restated Indenture or as defined in any indenture or instrument evidencing or under which the Company has at the date of this Amended and Restated Indenture or shall hereafter have outstanding any indebtedness for borrowed money shall happen and be continuing and such other series of Securities or such indebtedness, as the case may be, shall have been accelerated so that the same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within ten days after written notice thereof shall have been given to the Company by the Trustee or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Securities of such series at the time outstanding; PROVIDED, HOWEVER, that if such event of default with respect to such other series of Securities or under such indenture or instrument, as the case may be, shall be remedied or cured by the Company, or waived by the holders of such other series of Securities or of such indebtedness, as the case may be, the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Securityholders of such series; and PROVIDED FURTHER that, subject to the provisions of Sections 6.08 and 7.01, the Trustee shall not be charged with knowledge of any such event of default or any remedy, cure or waiver thereof or any such acceleration unless written notice thereof shall have been given to the Trustee by the Company, by a holder or an agent of a holder of any Securities of such other series or of any such indebtedness, as the case may be, or by the trustee then acting under this Amended and Restated Indenture with respect to such other series of Securities or under any indenture or 28 other instrument, as the case may be, under which such event of default shall have occurred, or by the holders of at lest twenty-five percent in aggregate principal amount of the Securities of such series at the time outstanding; or (f) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or (g) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due or (h) any other Event or Default provided in the applicable resolution of the Board of Directors or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated by Section 2.02. If an Event of Default with respect to Securities of any series at the time outstanding occurs and is continuing, then and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the 29 holders of not less than twenty-five percent in aggregate principal amount of the Securities of such series then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Securityholders of such series), may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms or such series) of all the Securities of such series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Amended and Restated Indenture or in the Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of the Securities of any series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, upon all of the Securities of such series and the principal of, and premium, if any, on any and all Securities of such series which shall have become due otherwise than by acceleration (with interest on overdue installments of interest (to the extent that payment of such interest is enforceable under applicable law) and on such principal at the Overdue Rate applicable to such series, to the date of such payment or deposit) and all amounts payable to the Trustee pursuant to the provisions of Section 7.06, and any and all defaults under this Amended and Restated Indenture with respect to such series of Securities, other than the nonpayment of principal of and accrued interest on Securities of such series which shall have become due solely by acceleration, shall have been remedied or cured or waived or provision shall have been made therefor to the satisfaction of the Trustee -- then and in every such case the holders of a majority in aggregate principal amount of the Securities of such series then outstanding, by written notice to the Company and to the Trustee, may waive all default with respect to such series and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under this Amended and Restated Indenture and such proceeding shall have been discontinued or 30 abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceeding had been taken. Section 6.02. PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR. The Company covenants that (a) in case default shall be made in the payment of any instalment of interest upon any Security of any series as and when the same shall become due and payable, and such default shall have continued for a period of 30 days, (b) in case default shall be made in the payment of the principal of, or premium, if any, on any Security of any series as and when the same shall become due and payable, whether at maturity of the Securities of that series or upon redemption or by declaration, repayment or otherwise or (c) in case of default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series -- then, upon demand of the Trustee, the Company will pay to the Trustee, of the benefit of the holder of any such Security (or holders of any series of Securities in the case of clause (c) above) the whole amount that then shall have become due and payable on any such Security (or Securities of any such series in the case of clause (c) above) for principal, premium, if any, and interest, if any, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest, if any, at the Overdue Rate applicable to any such Security (or Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount as shall be sufficient to cover costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of any express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or any other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such Securities wherever situated the moneys adjudged or decreed to be payable. 31 In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Securities of any series under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or in case a receiver or trustee (or other similar official) shall have been appointed for the property of the Company or such other obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor on the Securities of any series, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 6.01), premium, if any, and interest, if any, owing and unpaid in respect of the Securities of any series and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Securityholders of any series allowed in such judicial proceedings relative to the Company or any other obligor on the Securities of any series, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution; and any receiver, assignee or trustee (or other similar official) in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the date of such distribution. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Securities of any series or the rights 32 of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. All rights of action and of asserting claims under this Amended and Restated Indenture, or under the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. In any proceedings brought by the Trustee (and also any proceedings in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Amended and Restated Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Securities to which such proceedings relate, and it shall not be necessary to make any holders of such Securities parties to any such proceedings. Section 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys collected by the Trustee pursuant to this Article shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Securities in respect of which moneys have been collected, and the notation thereon of the payment, if only partially paid, and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee pursuant to the provisions of Section 7.06; SECOND: In case the principal of the Outstanding Securities in respect of which such moneys have been collected shall not have become due (at maturity, upon redemption, by declaration, repayment or otherwise) and be unpaid, to the payment of interest, if any, on such Securities, in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the Overdue Rate applicable to such Securities, such payments to be made ratably to the person entitled thereto; 33 THIRD: In case the principal of the Outstanding Securities in respect of which such moneys have been collected shall have become due (at maturity, upon redemption, by declaration, repayment or otherwise), to the payment of the whole amount then owing and unpaid upon such Securities for principal, premium, if any, and interest, if any, with interest on the overdue principal, and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, if any, at the Overdue Rate applicable to such Securities; and in case such moneys shall be insufficient to pay in full the whole amounts so due and unpaid upon such Securities, then to the payment of such principal, premium, if any, and interest, if any, without preference or priority of principal, and premium, if any, over interest, if any, or of interest, if any, over principal, and premium, if any, or of any instalment of interest, if any, over any other instalment of interest, if any, or of any such Security over any other such Security, ratably to the aggregate of such principal, premium, if any, and accrued and unpaid interest, if any; and FOURTH: To the payment of the remainder, if any, to the Company, it successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Section 6.04. PROCEEDINGS BY SECURITYHOLDERS. No holder of any Security of any series shall have any right by virtue of or by availing of any provision of this Amended and Restated Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Amended and Restated Indenture or for the appointment of a receiver or trustee (or other similar official), or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of default with respect to Securities of such series and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than twenty-five percent in aggregate principal amount of the Securities of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days 34 after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding, it being understood and intended, and being expressly covenanted by the taker and holder of every Security with every other taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatever by virtue or by availing of any provision of this Amended and Restated Indenture to affect, disturb or prejudice the rights of any other holder of Securities of such series, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Amended and Restated Indenture, except in the matter herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. Notwithstanding any other provisions in this Amended and Restated Indenture, however, the right of any holder of any Security to receive payment of the principal of, premium, if any, and interest, if any, on such Security, on or after the respective due dates expressed in such Security, or upon redemption, by declaration, repayment or otherwise, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder, and no provision of the Securities of any series or of this Amended and Restated Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on the Securities of such series at the respective places, at the respective times, at the respective rates and in the coin or currency, therein and herein prescribed. Section 6.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Amended and Restated Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Amended and Restated Indenture or in aid of the exercise of any power granted in this Amended and Restated Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Amended and Restated Indenture or by law. Section 6.06. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies given by this Article Six to the 35 Trustee or to the Securityholders of any series shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the holders of such Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Amended and Restated Indenture, and no delay or omission of the Trustee or of any holder of any such Securities to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to the Securityholders of any series may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders of such series. Section 6.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY SECURITYHOLDERS. The holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; PROVIDED, HOWEVER, that (subject to the provisions of Section 7.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of such series at the time outstanding may on behalf of the holders of all of the Securities of such series waive any past default or Event of Default with respect to such series and its consequences except a default in the payment of interest, if any, on, or the principal of or premium, if any, on any Security of such series, or in the payment of any sinking fund instalment or analogous obligation with respect to Securities of such series. Upon any such waiver the Company, the Trustee and the holders of the Securities of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of 36 Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said default or Event of Default shall for all purposes of the Securities of such series and this Amended and Restated Indenture be deemed to have been cured and to be not continuing. Section 6.08. NOTICE OF DEFAULTS. The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities of any series, mail to all holders of Securities of such series, as the names and addresses of such holders appear upon the registry books of the Company, notice of all defaults with respect to such series known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term "defaults" for the purpose of this Section 6.08 being hereby defined to be the events specified in Section 6.01 or established with respect to such Securities as contemplated by Section 2.02, not including the periods of grace, if any, provided for therein or established with respect to such Securities as contemplated by Section 2.02 and irrespective of the giving of the notices specified in clauses (d) and (e) of Section 6.01 or established with respect to such Securities as contemplated by Section 2.02); PROVIDED, HOWEVER, that except in the case of default in the payment of the principal of, premium, if any, or interest, if any, on any of the Securities of such series or in the making of any sinking fund instalment or analogous obligation with respect to such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the holders of Securities of such series. Section 6.09. UNDERTAKING TO PAY COSTS. All parties to this Amended and Restated Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Amended and Restated Indenture, or in any suit against the Trustee for any action taken, omitted or suffered by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.09 shall not apply to any suit instituted by the Trustee, to any suit instituted by any holder of 37 Securities of any series or group of such holders, holding in the aggregate more than ten percent in principal amount of the Outstanding Securities of such series or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of, premium, if any, or interest, if any, on any Security on or after the due date expressed in such Security, on or after the date fixed for redemption or repayment or after such Security shall have become due by declaration. ARTICLE SEVEN CONCERNING THE TRUSTEE Section 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. With respect to the holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of such series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Amended and Restated Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Amended and Restated Indenture with respect to such series, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Amended and Restated Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (a) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all Events of Default with respect to such series which may have occurred: (1) the duties and obligations of the Trustee with respect to the Securities of a series shall be determined solely by the express provisions of this Amended and Restated Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Amended and Restated Indenture, and no implied covenants or 38 obligations shall be read into this Amended and Restated Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Amended and Restated Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Amended and Restated Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken, omitted or suffered to be taken by it in good faith in accordance with the direction of the holders of Securities of any series pursuant to Section 6.07 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Amended and Restated Indenture with respect to Securities of such series. None of the provisions of this Amended and Restated Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The provisions of this Section 7.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939. Section 7.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to the provisions of Section 7.01: 39 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Company by its President, its Chairman of the Board of any Vice President and its Treasurer or its Comptroller (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors of the Company may be evidenced to the Trustee by a copy thereof certified by the Secretary, an Assistant Secretary or an Attesting Secretary of the Company; (c) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered to be taken by it hereunder in good faith and in accordance with such Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Amended and Restated Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Amended and Restated Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be liable for any action taken, omitted or suffered by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Amended and Restated Indenture; (f) the Trustee shall not be bound to make any inquiry or investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document unless requested in writing so to do by the holders of a majority in aggregate principal amount of the Securities of any series affected then outstanding; 40 PROVIDED, HOWEVER, that if the payment within a reasonable time to the Trustee of the costs and expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security conferred upon it by the terms of this Amended and Restated Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding; and the reasonable expense of such investigation shall be paid by the Company, or, if paid by the Trustee, shall be repaid by the Company upon demand; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 7.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein and in the Securities shall be taken as the statements of the Company (except in the Trustee's certificates of authentication), and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Amended and Restated Indenture or the Securities, PROVIDED that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Amended and Restated Indenture. The Trustee shall not be accountable for the use or application by the Company or any of the Securities or of the proceeds thereof. Section 7.04. OWNERSHIP OF SECURITIES. The Trustee and any agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee or such agent. Section 7.05. MONEYS TO BE HELD IN TRUST. Subject to the provisions of Sections 12.03 and 12.04 hereof, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest 41 allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by its President, Chairman or any Vice Chairman of the Board, or any Vice President, Treasurer or Comptroller. Section 7.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Amended and Restated Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim of liability in the premises. The obligations of the Company under this Section 7.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Amended and Restated Indenture. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. Section 7.07. OFFICERS' CERTIFICATE AS EVIDENCE. Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Amended and Restated Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering any action to be taken 42 hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered by it under the provisions of this Amended and Restated Indenture upon the faith thereof. Section 7.08. INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS FOR THE TRUSTEE. The following indentures are hereby specifically described for the purposes of Section 310(b) (1) of the Trust Indenture Act of 1939: this Amended and Restated Indenture with respect to the Securities of any other series. Section 7.09. ELIGIBILITY OF TRUSTEE. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States or any state, which (a) is authorized under such laws to exercise corporate trust powers and (b) is subject to supervision or examination by Federal or State authority and (c) shall have at all times a combined capital and surplus of not less than ten million dollars. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.09, the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10. The provisions of this Section 7.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939. Section 7.10. RESIGNATION OR REMOVAL OF TRUSTEE. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to any one or more or all series of Securities by giving written notice of resignation to the Company and by mailing notice thereof to the holders of the applicable series of Securities at their addresses as they shall appear on the registry books of the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written 43 instrument, in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competentjurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 6.09, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur -- (1) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months, or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and Section 310(a) of the Trust Indenture Act of 1939 with respect to any series of Securities and shall fail to resign after written request therefor by the Company or by any such Securityholder, or (3) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation -- then, in any such case, the Company may remove the Trustee with respect to such series and appoint a successor trustee with respect to such series by written instrument, in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor 44 trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee with respect to such series. (c) The holders of a majority in aggregate principal amount of the Securities of one or more series (each series voting as a class) or all series at the time outstanding may at any time remove the Trustee with respect to the applicable series or all series, as the case may be, and appoint with respect to the applicable series or all series, as the case may be, a successor trustee by written notice of such action to the Company, the Trustee and the successor trustee. (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11. Section 7.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to any or all applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment (or due provision therefor) of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers with respect to such series of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, 45 retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 7.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessors trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee with respect to a series of Securities shall accept appointment as provided in this Section 7.11 unless at the time of such acceptance such successor trustee shall, with respect to such series, be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 7.09. Upon acceptance of appointment by a successor trustee with respect to any series as provided in this Section 7.11, the Company shall mail notice of the succession of such trustee hereunder to the holders of Securities of such series at their addresses as they shall appear on the registry books of the Company. If the Company fails to mail such notice within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company. Section 7.12. SUCCESSION BY MERGER, ETC. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor to the Trustee hereunder, provided such corporation shall be qualified 46 under Section 310(b) of the Trust Indenture Act of 1939, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Trustee shall succeed to the trust created by this Amended and Restated Indenture with respect to one or more series of Securities, any of such Securities shall have been authenticated but not delivered, any such successor to the Trustee by merger, conversion or consolidation may adopt the certificate of authentication of any predecessor trustee, and deliver such Security so authenticated; and in case at that time any of such Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of such successor to the Trustee or, if such successor to the Trustee is a successor by merger, conversion or consolidation the name of any predecessor hereunder; and in all such cases such certificate shall have the full force which it is anywhere in such Securities or in this Amended and Restated Indenture provided that the certificate of the Trustee shall have. Section 7.13. LIMITATION ON RIGHTS OF TRUSTEE AS CREDITOR. This Section intentionally left blank. Section 7.14. OTHER MATTERS CONCERNING THE TRUSTEE. The principal corporate trust office of the Trustee at the date of this Amended and Restated Indenture is located at 1 New York Plaza, New York, New York 10081. ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS Section 8.01. ACTION BY SECURITYHOLDERS. Whenever in this Amended and Restated Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of such holders of Securities voting in favor thereof at any meeting of such Securityholders duly called held in accordance with the provisions of Article Nine, or (c) by a 47 combination of such instrument or instruments and any such record of such a meeting of such Securityholders. Section 8.02. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the provisions of Section 7.01, 7.02 and 9.05, proof of the execution of any instrument by a Securityholder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Securities shall be proved by the registry books of the Company or by a certificate of the person designated by the Company to act as repository in accordance with the provisions of Section 2.06. The record of any Securityholders' meeting shall be proved in the manner provided in Section 9.06. The Company may set a record date for purposes of determining the identity of holders of Securities of any series entitled to vote or consent to any action referred to in Section 8.01, which record date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment nor reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with respect to Securities of any series, only holders of Securities of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. Section 8.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee and any agent of the Company or of the Trustee may deem the person in whose name such Security shall be registered upon the books of the Company to be, and may treat him as, the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest, if any, on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security. Section 8.04. COMPANY-OWNED SECURITIES DISREGARDED. In determining whether the holders of the 48 requisite aggregate principal amount of Securities have concurred in any demand, request, notice, direction, consent or waiver under this Amended and Restated Indenture, Securities which are owned by the Company or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be outstanding for the purpose of any such determination; PROVIDED, that for the purposes of determining whether the Trustee shall be protected in relying on any such demand, request, notice, direction, consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Section 8.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Amended and Restated Indenture in connection with such action, any holder of a Security which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its principal office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders of such Security, irrespective of whether or not any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor. 49 ARTICLE NINE SECURITYHOLDERS' MEETINGS Section 9.01. PURPOSES OF MEETINGS. A meeting of holders of Securities of any or all series may be called at any time and from time to time pursuant to the provisions of this Article Nine for any of the following purposes: (1) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article Six; (2) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article Seven; (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or (4) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any or all series, as the case may be, under any other provision of this Amended and Restated Indenture or under applicable law. Section 9.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a meeting of holders of Securities of any or all series to take any action specified in Section 9.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of the holders of Securities of any or all series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to holders of Securities of each series affected at their addresses as they shall appear on the registry books of the Company. Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting. Section 9.03. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS. In case at any time the Company, pursuant to a resolution of its Board of Directors, or the holders of at least ten percent in aggregate principal amount of the Securities then outstanding of any series that may be 50 affected by the action proposed to be taken at the meeting, shall have requested the Trustee to call a meeting of the holders of Securities of all series that may be so affected, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders, in the amount specified above, may determine the time and the place in said Borough of Manhattan for such meeting and may call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02. Section 9.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any meeting of Securityholders a person shall (a) be a holder of one or more securities with respect to which such meeting is being held or (b) be a person appointed by an instrument in writing as proxy by a holder of one or more such Securities. The only persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. Section 9.05. REGULATIONS. Notwithstanding any other provisions of this Amended and Restated Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holder of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Securityholders, as provided in Section 9.03, in which case the Company or the Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting. Subject to the provisions of Section 8.04, at any meeting each holder of Securities with respect to which such meeting is being held or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be 51 determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) of such Securities held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in respect of any such Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of such Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other such Securityholders. Any meeting of holders of Securities with respect to which a meeting was duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. Section 9.06. VOTING. The vote upon any resolution submitted to any meeting of holders of Securities with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such holders of Securities or of their representatives by proxy and the principal amount (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) and number or numbers of such Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02. The record shall show the principal amount of the Securities (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Security or Securities; Outstanding" in Section 1.01) voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. 52 Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 9.07. NO DELAY OF RIGHTS BY MEETING. Nothing in this Article Nine contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders of any or all such series under any of the provisions of this Amended and Restated Indenture or of the Securities. ARTICLE TEN SUPPLEMENTAL INDENTURES Section 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The Company, when authorized by resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) 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 Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors of the Company and the Trustee shall consider to be for the protection of the holders of such Securities or as may be required by Section 4.03 or Section 11.02, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Amended and Restated Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace 53 after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Amended and Restated Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.02; (e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Amended and Restated Indenture which shall not adversely affect the interests of the holders of any Securities; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series or to add to or change any of the provisions of this Amended and Restated Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Amended and Restated Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the holders 54 of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 10.02. Section 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With the consent (evidenced as provided in Section 8.01 and 8.02) of the holders of not less than 66-2/3% in the aggregate principal amount of the Securities of each series (each series voting as a class) affected by such supplemental indenture at the time outstanding, the Company, when authorized by resolution of the Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Amended and Restated Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Securities or each such series of the Coupons appertaining to such Securities; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Security, or reduce the rate or extend the time of payment of interest, if any, thereon, or reduce the principal amount or premium, if any, thereof, or make the principal thereof or premium, if any, or interest, if any, thereon payable in any coin or currency other than that provided in any Security or Coupon, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.01 or adversely affect the right of repayment, if any, at the option of the holder without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series, the holders of which are required to consent to any such supplemental indenture, without the consent of the holder of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Amended and Restated Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Amended and Restated Indenture of the holders of Securities of any other series. Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors authorizing the execution and delivery of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental 55 indenture affects the Trustee's own rights, duties or immunities under this Amended and Restated Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Section 10.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to the provisions of this Article Ten shall comply with the Trust Indenture Act of 1939, as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Ten, this Amended and Restated Indenture shall be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Amended and Restated Indenture of the Trustee, the Company and the holder of Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Amended and Restated Indenture for any and all purposes. Section 10.04. NOTATION ON SECURITIES. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Ten may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities of any series so modified as to confirm, in the opinion of the Trustee and the Board of Directors, to any modification of this Amended and Restated Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Securities of such series then outstanding. Section 10.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TRUSTEE. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article Ten. 56 ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE Section 11.01. COMPANY MAY NOT CONSOLIDATE, ETC., EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any corporation, unless (i) either the Company shall be the continuing corporation, or the successor corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United States of American or a state thereof and such corporation shall expressly assume 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 this Amended and Restated Indenture to be performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, 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 condition. In the event of any such sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter. Section 11.02. SECURITIES TO BE SECURED IN CERTAIN EVENTS. If, upon any such consolidation or merger, or upon any such sale, conveyance, transfer or other disposition, any of the property of the Company or of any Subsidiary owned immediately prior thereto would thereupon become subject to any mortgage, pledge, lien or encumbrance, the Company, prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or other disposition, will by indenture supplemental hereto secure the due and punctual payment of the principal of and premium, if any, and interest, if any, on the Securities (equally and ratably with any other indebtedness of the Company then entitled thereto) by a direct lien on such property, prior to all liens other than any theretofore existing thereon. Section 11.03. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the 57 successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company, and the Company shall be relieved of any further obligation under this Amended and Restated Indenture and under the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of General Electric Capital Corporation, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Amended and Restated Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Amended and Restated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Amended and Restated Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. Section 11.04. DOCUMENTS TO BE GIVEN TRUSTEE. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article Eleven. ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE Section 12.01. DISCHARGE OF INDENTURE. When (a) the Company shall deliver to the Trustee for cancellation all Securities theretofore authenticated (other than any Securities which shall have been destroyed, lost or stolen or in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall 58 have been paid, pursuant to the provisions of Section 2.07) and not theretofore cancelled, or (b) all the Securities not theretofore cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the Securities (other than any (i) Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07 or (ii) Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.04) not theretofore cancelled or delivered to the Trustee for cancellation, including principal, premium, if any, and interest, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Amended and Restated Indenture shall cease to be of further effect, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Amended and Restated Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Amended and Restated Indenture or the Securities. Section 12.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys deposited with the Trustee pursuant to the provisions of Section 12.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the holders of the particular Securities for payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest, if any. Section 12.03. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and discharge of this Amended and Restated Indenture all moneys then held by any paying agent of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the 59 Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys. Section 12.04. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid to the Trustee for payment of the principal of, premium, if any, or interest, if any, on Securities of any series and not applied but remaining unclaimed by the holders of Securities of that series for six years after the date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on written demand; and the holder of any such Securities shall thereafter look only to the Company for any payment which such holder may be entitled to collect. ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 13.01. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS. No recourse for the payment of the principal of, premium, if any, or interest, if any, on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Amended and Restated Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, 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; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Amended and Restated Indenture and the issue of the Securities. ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS Section 14.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the covenants, stipulations, promises and agreements in this Amended and Restated Indenture contained 60 by the Company shall bind its successors and assigns whether so expressed or not. Section 14.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding by any provision of this Amended and Restated Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company. Section 14.03. ADDRESSES FOR NOTICES, ETC. Any notice or demand which by an provision of this Amended and Restated Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities on the Company may be given or served by being deposited postage prepaid by first class mail in a post office letter box addressed (until another address in filed by the Company with the Trustee) to General Electric Capital Corporation, P.O. Box 8300, Stamford, Conn. 06904. Any notice, direction, request or demand by any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the principal office of the Trustee, addressed to the attention of its corporate trust office. Section 14.04. NEW YORK CONTRACT. This Amended and Restated Indenture and each Security 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 14.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Amended and Restated Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Amended and Restated Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or opinion provided for in this Amended and Restated Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Amended and Restated Indenture shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; 61 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinion contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Section 14.06. LEGAL HOLIDAYS. In any case where the date of maturity of interest, if any, on or principal of, or premium, if any, on the Securities or the date fixed for redemption or repayment of any Security will be in The City of New York, New York, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or executive order to close or remain closed, then payment of such interest, if any, on or principal of or premium, if any, on the Securities need not be made on such date but may be made on the next succeeding day not in such city, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or executive order to close or remain closed, with the same force and effect as if made on the date of maturity or a date fixed for redemption or repayment, and no interest shall accrue for the period from and after such date. Section 14.07. SECURITIES IN A SPECIFIED CURRENCY OTHER THAN DOLLARS. Unless otherwise specified as contemplated by Section 2.02 with respect to a particular series of Securities, whenever for purposes of this Amended and Restated Indenture any action may be taken by the holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time outstanding and, at such time, there are outstanding any Securities of any series which are denominated in a Specified Currency other than Dollars (including European Currency Units ("ECU")), then the principal amount of Securities of such series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount of such Specified Currency at the Market Exchange Rate. For purposes of this Section 14.07, Market Exchange Rate shall mean the noon Dollar buying rate in New York City for cable transfers of the Specified Currency published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European 62 Communities (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such Specified Currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question, which for purposes of the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECU, rates of exchange as the Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a Specified Currency other than Dollars in connection with any action taken by holders of Securities pursuant to the terms of this Amended and Restated Indenture, including, without limitation, any determination contemplated in Section 6.01(d) or (e). All decisions and determination of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and all Securityholders. Section 14.08. TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Amended and Restated Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Amended and Restated Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control. Section 14.09. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and the titles and headings of the articles and sections of this Amended and Restated Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Section 14.10. EXECUTION IN COUNTERPARTS. This Amended and Restated Indenture 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 14.11. SEPARABILITY; BENEFITS. In case any provision in this Amended and Restated Indenture or in 63 the Securities 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. Nothing in this Amended and Restated Indenture or in the Securities, expressed or implied, shall give to any person, other than the parties hereto and their successors hereunder, and the holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Amended and Restated Indenture. 64 EX-4.(C) 4 EXHIBIT 4(C) EXHIBIT 4C - -------------------------------------------------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION AND MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY Trustee ______________________________ AMENDED AND RESTATED INDENTURE Dated as of June 1, 1994 ______________________________ Notes - -------------------------------------------------------------------------------- THIS AMENDED AND RESTATED INDENTURE, dated as of June 1, 1994, between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of New York (the "Company"), and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a banking association duly organized and existing under the laws of the State of Maryland, as trustee (the "Trustee"), W I T N E S S E T H: WHEREAS, the Company has heretofore executed and delivered to The Chase Manhattan Bank (National Association) (the "Original Trustee") an indenture dated as of September 1, 1982 (the "Original Indenture"), providing for the issuance by the Company from time to time of its unsecured notes or other evidences of indebtedness to be issued in one or more series up to such principal amount or amounts as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors, as supplemented by (i) a First Supplemental Indenture dated as of March 1, 1988, with the Original Trustee (the "First Supplemental Indenture") establishing the terms of the Medium-Term Notes, Series A and amending certain provisions of the Original Indenture, (ii) a Second Supplemental Indenture dated as of June 30, 1989, with the Trustee (the "Second Supplemental Indenture") establishing the terms of the Medium-Term Notes, Series B and amending certain provisions of the Original Indenture as theretofore supplemented, (iii) a Third Supplemental Indenture dated as of April 1, 1990, with the Trustee (the "Third Supplemental Indenture") establishing the terms of the Global Medium-Term Notes, Series A and amending certain provisions of the Original Indenture as theretofore supplemented, (iv) a Fourth Supplemental Indenture dated as of April 1, 1990, with the Trustee (the "Fourth Supplemental Indenture") establishing the terms of the Global Medium-Term Notes, Series B and C and amending certain provisions of the Original Indenture as theretofore supplemented, (v) a Fifth Supplemental Indenture dated as of August 31, 1990, with the Trustee (the "Fifth Supplemental Indenture") amending certain provisions of the Original Indenture as theretofore supplemented, (vi) a Sixth Supplemental Indenture dated as of October 31, 1990, with the Trustee (the "Sixth Supplemental Indenture") amending certain provisions of the Original Indenture as theretofore supplemented, (vii) a Seventh Supplemental Indenture dated as of September 10, 1991, with the Trustee (the "Seventh Supplemental Indenture") amending certain provisions of the Original Indenture as theretofore supplemented, (viii) an Eighth Supplemental Indenture dated as of February 26, 1992, with 2 the Trustee (the "Eighth Supplemental Indenture") amending certain provisions of the Original Indenture as theretofore supplemented, (ix) a Ninth Supplemental Indenture dated as of May 12, 1992, with the Trustee (the "Ninth Supplemental Indenture") amending certain provisions of the Original Indenture as theretofore supplemented, and (x) a Tenth Supplemental Indenture dated as of April 1, 1994, with the Trustee (the "Tenth Supplemental Indenture") amending certain provisions of the Original Indenture as theretofore supplemented (the Original Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and the Tenth Supplemental Indenture referred to hereinafter as the "Prior Indenture"), as to which the Trustee is successor trustee; and WHEREAS, the Prior Indenture incorporates by reference Articles One through Fourteen of the General Electric Capital Corporation Standard Global Multiple-Series Indenture Provisions dated as of March 28, 1990 (in the Prior Indenture and herein called the "Standard Global Provisions"); and WHEREAS, it is provided in Section 10.01 of the Standard Global Provisions, among other things, that without the consent of the holder of any security issued under the Prior Indenture, the Company and the Trustee may enter into indentures supplemental thereto to make provisions in regard to matters arising under the Prior Indenture which shall not adversely affect the interests of the holder of any such security or coupon; and WHEREAS, in accordance with Section 10.01 of the Standard Global Provisions, the Company desires, and the Trustee has agreed, to enter into this Amended and Restated Indenture to amend and restate the Prior Indenture and the Standard Global Provisions in their entirety with effect from and after the date hereof; and WHEREAS, all acts and things necessary to make this Amended and Restated Indenture a valid agreement of the Company according to its terms, have been done and performed, and the execution and delivery of this Amended and Restated Indenture have in all respects been duly authorized, 3 NOW, THEREFORE, WITNESSETH: That in order to declare the terms and conditions upon which Securities (as defined below) issued after the date hereof are, and are to be, authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Securities by the holders thereof and of the sum of one dollar duly paid to it by the Trustee at the execution and delivery of these presents, the receipt whereof is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities or of any series thereof, that the Prior Indenture is hereby amended and restated, with effect only from and after the date hereof, in its entirety as follows: PARAGRAPH A. INCORPORATION BY REFERENCE Solely for the purpose of this Amended and Restated Indenture and the Securities issued from and after the date hereof, the Global Standard Provisions, as heretofore amended or supplemented, are deleted in their entirety and there is substituted in lieu thereof Articles One through Fourteen of the Amended and Restated General Electric Credit Corporation Standard Global Multiple-Series Indenture Provisions dated as of June 1, 1994 (the "Amended and Restated Standard Global Provisions"), which are hereby incorporated herein by reference with the same force and effect as though fully set out herein. For purposes of this Amended and Restated Indenture, the terms "Security" or "Securities," when used in the Amended and Restated Standard Global Provisions, shall mean any Note or Notes, as the case may be, authenticated and delivered under this Amended and Restated Indenture. PARAGRAPH B. ADDITIONAL PROVISIONS Each of the following provisions, which constitutes part of this Amended and Restated Indenture, is numbered to conform with the format of the Amended and Restated Standard Global Provisions: 1. TITLE AND TERMS OF GLOBAL SERIES A NOTES Section 2.01. TITLE AND TERMS. The series of securities created by the Third Supplemental Indenture, which was designated therein as the "Global Medium-Term 4 Notes, Series A," is hereby designated as a series of Securities under this Amended and Restated Indenture and shall be known and designated as the "Global Medium-Term Notes, Series A" (the "Global Series A Notes"). The Global Series A Notes may be issued in one or more Tranches, pursuant to Section 2.02 of this Amended and Restated Indenture. Each Global Series A Notes will mature on a day from 9 months to 60 years from the date of issue, as selected by the initial purchaser thereof and agreed to by the Company. Except as may be otherwise provided with respect to any Tranche of Global Series A Notes, in the event that such maturity date is not a Business Day, principal and interest due at maturity will be paid on the next succeeding Business Day, with the same effect as if made on the stated maturity date. Section 2.02. AMOUNT AND DENOMINATION. The Global Series A Notes which may be authenticated and delivered hereunder are unlimited in aggregate principal amount. The Company shall, by delivery of a certificate of any officer of the Company, notify the Trustee from time to time of any limitation which may have been adopted by the Board of Directors on the authentication and delivery of Global Series A Notes pursuant to the preceding sentence. The Global Series A Notes will be denominated in U.S. dollars or a foreign or composite currency (the "Specified Currency") and are issuable only in fully registered form in denominations of 100,000 units of the Specified Currency and integral multiples of 1,000 units of the Specified Currency in excess thereof, except as may otherwise be provided in or pursuant to a supplemental indenture or resolution of the Board of Directors in accordance with Section 2.02 of this Amended and Restated Indenture with respect to any particular Tranche of Global Series A Notes. Section 2.03. FORM OF THE GLOBAL SERIES A NOTES; OTHER TERMS OF THE GLOBAL SERIES A NOTES. The forms of the Global Series A Notes, and terms of the Global Series A Notes other than as provided herein, may be established in or pursuant to a supplemental indenture or a resolution of the Board of Directors in accordance with Section 2.02 of this Amended and Restated Indenture. Section 2.04. SUBSEQUENT AUTHENTICATION OF GLOBAL SERIES A NOTES. Global Series A Notes authenticated and delivered pursuant to any of Sections 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04 of this Amended and Restated Indenture 5 shall be Global Series A Notes of the same Tranche as the predecessor Global Series A Notes. 2. TITLE AND TERMS OF GLOBAL SERIES B NOTES AND GLOBAL SERIES C NOTES Section 2.01. TITLES AND TERMS. The series of securities created by the Fourth Supplemental Indenture which were designated therein as "Global Medium-Term Notes, Series B" and "Global Medium-Term Notes, Series C," are each hereby designated as a series of Securities under this Amended and Restated Indenture and shall be known and designated as "Global Medium-Term Notes, Series B" and "Global Medium-Term Notes, Series C," respectively (collectively the "Global Series B and C Notes"). The Global Series B and C Notes may be issued in one or more Tranches, pursuant to Section 2.02 of this Amended and Restated Indenture. Each Global Series B Note and Global Series C Note will mature on a day from 9 months to 60 years from the date of issue, as selected by the initial purchaser thereof and agreed to by the Company. Except as may be otherwise provided with respect to any Tranche of Global Series B Notes or Global Series C Notes, in the event that such maturity date is not a Business Day, principal and interest due at maturity will be paid on the next succeeding Business Day, with the same effect as if made on the stated maturity date. Section 2.02. AMOUNT AND DENOMINATION. The Global Series B and C Notes which may be authenticated and delivered hereunder are unlimited in aggregate principal amount. The Company shall, by delivery of a Certificate of any officer of the Company, notify the Trustee from time to time of any limitation which may have been adopted by the Board of Directors on the authentication and delivery of Global Series B and C Notes pursuant to the preceding sentence. The Global Series B and C Notes will be denominated in U.S. dollars or any foreign or composite currency (the "Specified Currency") and are issuable as Unregistered Securities (the "Unregistered Notes") with or without Coupons or, at the option of the holder thereof, as Registered Securities (the "Registered Notes") without Coupons. Unregistered Notes are issuable in denominations of 1,000 and 10,000 units of the Specified Currency and Registered Notes are issuable in denominations of 100,000 units of the Specified Currency and integral multiples of 6 1,000 units of the Specified Currency and integral multiples of 1,000 units of the Specified Currency in excess thereof, except as may otherwise be provided in or pursuant to a supplemental indenture or a resolution of the Board of Directors in accordance with Section 2.02 of this Amended and Restated Indenture with respect to any particular Tranche of Global Series B or C Notes. Section 2.03. FORMS OF THE GLOBAL SERIES B AND C NOTES; OTHER TERMS OF THE GLOBAL SERIES B AND C NOTES. The forms of the Global Series B and C Notes, and terms of the Global Series B and C Notes other than as provided herein, may be established in or pursuant to a supplemental indenture or a resolution of the Board of Directors in accordance with Section 2.02 of this Amended and Restated Indenture. Section 2.04. SUBSEQUENT AUTHENTICATION OF GLOBAL SERIES B AND C NOTES. Global Series B and C Notes authenticated and delivered pursuant to any of the Sections 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04 of this Amended and Restated Indenture shall be Global Series B or C Notes, as the case may be, of the same Tranche as the predecessor Global Series B or C Notes, as the case may be. Section 2.05. ADDITIONAL NOTES. (a) Additional Global Series B or C Notes, as the case may be, of the same Tranche may be issued subsequent to the original issue date of any Global Series B or C Notes (hereinafter called "Additional Notes"). Any such Additional Notes shall be issued as Unregistered Notes (which Notes may be issued initially in the form of a Temporary Global Note) which, on or after the Exchange Date for such Additional Notes, shall be issued in definitive form with Coupons attached and shall be dated the date of such prior issue of Notes. In the event Additional Notes are issued prior to the Exchange Date for the prior issue of Global Series B or C Notes of the same Tranche, the Exchange Date for such prior issue of Notes may be extended to a date not less than 40 days after the issue date of the Additional Notes. (b) Additional Notes authenticated and delivered pursuant to Section 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04 of this Amended and Restated Indenture shall be Global Series B or C Notes, as the case may be, of the same Tranche as the prior issue of Global Series B or C Notes, as the case may be. (c) Additional Notes, together with the prior issue of Global Series B or C Notes, as the case may be, having identical terms (except for authentication date and 7 public offering price), shall constitute one and the same tranche of Notes for all purposes under this Amended and Restated Indenture. MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY hereby accepts the trusts in this Amended and Restated Indenture declared and provided, upon the terms and conditions hereinabove set forth. IN WITNESS WHEREOF, GENERAL ELECTRIC CAPITAL CORPORATION has caused this Amended and Restated Indenture to be signed and acknowledged by its President, its Chairman of the Board, one of its Vice President or its Treasurer, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary, its Assistant Secretary or one of its Attesting Secretaries, and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY has caused this Amended and Restated Indenture to be signed and acknowledged by one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by one of its Assistant Secretaries, as of the day and year first written above. [CORPORATE SEAL] GENERAL ELECTRIC CAPITAL CORPORATION By ------------------------------------------------ Name: Title: Attest: - ------------------------------------------ Name: Title: MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY By ------------------------------------------------ Name: Title: [CORPORATE SEAL] 8 Attest: - --------------------------------------- Name: Title: 9 STATE OF CONNECTICUT ) : ss.: COUNTY OF FAIRFIELD ) On the ____ day of June, 1994, before me personally came ______________, to me known, who, being by me duly sworn, did depose and say that he resides at _____ ___________________; that he is ________________ of GENERAL ELECTRIC CAPITAL CORPORATION, one of the corporations described in and which executed the above instrument; that he knows the corporate 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 he signed his name thereto by like authority. [NOTARIAL SEAL] _______________________ STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) On the ____ day of June, 1994, before me personally came _______________, to me known, who, being by me duly sworn, did depose and say that he resides at ______________; that he is a __________________ of the MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, one of the corporations described in and which executed the above instrument; that he knows the corporate 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 he signed his name thereto by like authority. [NOTARIAL SEAL] _____________________ EX-4.(D) 5 EXHIBIT 4(D) EXHIBIT 4D - -------------------------------------------------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION AND MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, Trustee ---------------------------------- AMENDED AND RESTATED INDENTURE Dated as of June 15, 1994 --------------------------------- Notes - -------------------------------------------------------------------------------- THIS AMENDED AND RESTATED INDENTURE, dated as of June 15, 1994, between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of New York (the "Company"), and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a banking association duly organized and existing under the laws of the State of Maryland, as trustee (the "Trustee"), W I T N E S S E T H: WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of March 15, 1986 (the "Original Indenture"), providing for the issuance by the Company from time to time of its unsecured notes or other evidences of indebtedness to be issued in one or more series up to such principal amount or amounts as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors, as supplemented by a First Supplemental Indenture dated as of December 15, 1987, amending certain provisions of the Original Indenture (the Original Indenture as supplemented by the First Supplemental Indenture referred to hereinafter as the "Prior Indenture"); and WHEREAS, the Prior Indenture incorporates by reference Articles One through Fourteen of the General Electric Credit Corporation Standard Multiple-Series Indenture Provisions dated, and filed with the Securities and Exchange Commission on, August 25, 1982 (in the Prior Indenture and herein called the "Standard Provisions"); and WHEREAS, it is provided in Section 10.01 of the Standard Provisions, among other things, that without the consent of the holder of any security issued under the Prior Indenture, the Company and the Trustee may enter into indentures supplemental thereto to make provisions in regard to matters arising under the Prior Indenture which shall not adversely effect the interests of the holders of any such security; and WHEREAS, in accordance with Section 10.01 of the Standard Provisions, the Company desires, and the Trustee has agreed, to enter into this Amended and Restated Indenture to amend and restate the Prior Indenture and the Standard Provisions in their entirety with effect from and after the date hereof; and WHEREAS, all acts and things necessary to make this Amended and Restated Indenture a valid agreement of the Company according to its terms, have been done and 2 performed, and the execution and delivery of this Amended and Restated Indenture have in all respects been duly authorized, NOW, THEREFORE, WITNESSETH: That in order to declare the terms and conditions upon which the Securities (as defined below) issued after the date hereof are, and are to be, authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Securities by the holders thereof and of the sum of one dollar duly paid to it by the Trustee at the execution and delivery of these presents, the receipt whereof is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities or of any series thereof, that the Prior Indenture is hereby amended and restated, with effect only from and after the date hereof, in its entirety as follows: INCORPORATION BY REFERENCE Solely for the purpose of this Amended and Restated Indenture and the Securities issued from and after the date hereof, the Standard Provisions, as heretofore amended or supplemented, are deleted in their entirety and there is substituted in lieu thereof Articles One through Fourteen of the Amended and Restated General Electric Capital Corporation Standard Multiple-Series Indenture Provisions dated as of June 1, 1994 (the "Amended and Restated Standard Provisions"), which are hereby incorporated herein by reference with the same force and effect as though fully set out herein. For purposes of this Amended and Restated Indenture, the terms "Security" or "Securities," when used in the Amended and Restated Standard Provisions, shall mean any Note or Notes, as the case may be, authenticated and delivered under this Amended and Restated Indenture. MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY hereby accepts the trusts in this Amended and Restated Indenture declared and provided, upon the terms and conditions hereinabove set forth. IN WITNESS WHEREOF, GENERAL ELECTRIC CAPITAL CORPORATION has caused this Amended and Restated Indenture to be signed and acknowledged by its President, its Chairman of the Board, one of its Vice President or its Treasurer, and its corporate seal to be affixed hereunto, and the same 3 to be attested by its Secretary, its Assistant Secretary or one of its Attesting Secretaries, and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY has caused this Amended and Restated Indenture to be signed and acknowledged by one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by one of its Assistant Corporate Trust Officers, as of the day and year first written above. [CORPORATE SEAL] GENERAL ELECTRIC CAPTIAL CORPORATION By ------------------------------------- Name: Title: Attest: - ----------------------------------------- Name: Title: (CORPORATE SEAL] MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY By ----------------------------------- Name: Title: Attest: - ----------------------------------------- Name: Title: 4 STATE OF CONNECTICUT ) : SS.: COUNTY OF FAIRFIELD ) On the __ day of June, 1994, before me personally came _____________, to me known, who, being by me duly sworn, did depose and say that he resides at __________________________; that he ____________________is of GENERAL ELECTRIC CAPITAL CORPORATION, one of the corporations described in and which executed the above instrument; that he knows the corporate 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 he signed his name thereto by like authority. [NOTARIAL SEAL] -------------------------------- STATE OF MARYLAND ) : SS.: COUNTY OF BALTIMORE ) On the ___ day of June, 1994, before me personally came _____________, to me known, who, being by me duly sworn, did depose and say that he resides at _________________; at that he is a _______________________ of MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, one of the corporations described in and which executed the above instrument; that he knows the corporate 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 he signed his name thereto by like authority. [NOTARIAL SEAL] -------------------------- EX-5 6 EXHIBIT 5 EXHIBIT 5 June 7 , 1994 General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ladies and Gentlemen: I have examined the Registration Statement on Form S-3 being filed by General Electric Capital Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of (i) $5,000,000,000 aggregate principal amount of the Company's debt securities (the "Notes") to be issued from time to time either in whole under one or the other of two indentures, or in part under each of such indentures, one of which is dated as of June 1, 1994 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee, as amended and restated as of such date, and the other one of which is dated as of June 15, 1994 between the Company and Mercantile-Safe Deposit and Trust Company, as Trustee, as amended and restated as of such date (each of such indentures, as amended and restated, being herein called an "Indenture" and such indentures being collectively called the "Indentures") and (ii) an indeterminate number of warrants (the "Warrants") to purchase any of the Notes to be issued under one or more warrant agreements between the Company and a banking institution organized under the laws of the United States or one of the states thereof, as Warrant Agent (each, a "Warrant Agreement"). In my opinion, when a the issuance of the Notes and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Notes have been duly executed, authenticated and delivered against payment therefor, b the issuance of the Warrants and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Warrants have been duly executed, countersigned and delivered against payment therefor, and c the related Warrant Agreement or Warrant Agreements, as the case may be, under which the Warrants are to be issued have been duly authorized, executed and delivered, subject to the final terms of the Notes being in compliance with then applicable law, the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the related Indenture or Indentures, as the case may be, pursuant to which such Notes were issued and (ii) the Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the related Warrant Agreement or Warrant Agreements, as the case may be, pursuant to which such Warrants were issued, except in each case as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to myself under the caption "Legal Opinions" in the Registration Statement. Very truly yours, /s/ Bruce C. Bennett Bruce C. Bennett EX-12 7 EXHIBIT 12 EXHIBIT 12 GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS YEAR ENDED DECEMBER 31, ENDED ------------------------------------------ APRIL 2, 1994 1993 1992 1991 1990 ------------------- --------- --------- --------- --------- (DOLLAR AMOUNTS IN MILLIONS) Net earnings............................................. $ 444 $ 1,478 $ 1,251 $ 1,125 $ 1,021 Provision for income taxes............................... 191 664 415 362 350 Minority interest in net earnings of consolidated affiliates............................................. 18 114 14 (7) 4 ------ --------- --------- --------- --------- Income before provision for income taxes and minority interest............................................... 653 2,256 1,680 1,480 1,375 ------ --------- --------- --------- --------- Fixed charges: Interest............................................... 999 3,503 3,713 4,280 4,334 One-third of rentals................................... 37 138 90 34 33 ------ --------- --------- --------- --------- Total fixed charges...................................... 1,036 3,641 3,803 4,314 4,367 ------ --------- --------- --------- --------- Less interest capitalized, net of amortization........... 2 4 6 7 19 ------ --------- --------- --------- --------- Earnings before provision for income taxes and minority interest plus fixed charges................... $ 1,687 $ 5,893 $ 5,477 $ 5,787 $ 5,723 ------ --------- --------- --------- --------- ------ --------- --------- --------- --------- Ratio of earnings to fixed charges....................... 1.63 1.62 1.44 1.34 1.31 ------ --------- --------- --------- --------- ------ --------- --------- --------- --------- 1989 --------- (DOLLAR AMOUNTS IN MILLIONS) Net earnings............................................. $ 859 Provision for income taxes............................... 303 Minority interest in net earnings of consolidated affiliates............................................. 9 --------- Income before provision for income taxes and minority interest............................................... 1,171 --------- Fixed charges: Interest............................................... 3,816 One-third of rentals................................... 25 --------- Total fixed charges...................................... 3,841 --------- Less interest capitalized, net of amortization........... 11 --------- Earnings before provision for income taxes and minority interest plus fixed charges................... $ 5,001 --------- --------- Ratio of earnings to fixed charges....................... 1.30 --------- ---------
EX-23 8 EXHIBIT 23 EXHIBIT 23 CONSENT I hereby consent to the inclusion of my opinion under the caption "United States Tax Consideration" or any similar caption referring to United States taxation and to any reference to me under the caption "Legal Opinions" in any Prospectus Supplement or Pricing Supplement included in the Prospectus included in this Registration Statement. /s/ James M. Kalashian ------------------------------ James M. Kalashian General Electric Capital Corporation General Tax Counsel EX-24 9 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors and/or officers of General Electric Capital Corporation, a New York corporation (the "Corporation"), hereby constitutes and appoints Gary C. Wendt, James A. Parke, Jeffrey S. Werner and Burton J. Kloster, Jr., and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to execute in the name of each such person and to file (i) a Registration Statement of the Corporation on Form S-3, under the Securities Act of 1933, as amended (the "1933 Act"), with respect to $5,000,000,000 of Debt Securities and Warrants to purchase such Debt Securities, (ii) a Registration Statement of the Corporation on Form S-3, under the 1933 Act, with respect to resales of such Debt Securities, including market-making transactions, by and through subsidiaries of Kidder, Peabody Group Inc. and (iii) any and all amendments and post-effective amendments to such Registration Statements as such person or persons executing the same pursuant to this Power of Attorney may approve. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney. IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this 25th day of May, 1994. /s/ Gary C. Wendt /s/ James A. Parke - ------------------------------ ------------------------------- Gary C. Wendt, James A. Parke, Chairman of the Board, President Senior Vice President, Finance and Chief Executive Officer (Principal Financial and (Principal Executive Officer) Accounting Officer) /s/ Jeffrey S. Werner /s/ N.D.T. Andrews - ------------------------------ ------------------------------- Jeffrey S. Werner, N.D.T. Andrews, Senior Vice President - Corporate Treasury Director and Global Funding Operation /s/ James R. Bunt /s/ Burton J. Kloster, Jr. - ------------------------------- -------------------------------- James R. Bunt, Burton J. Kloster, Jr., Director Director /s/ Michael A. Carpenter /s/ Denis J. Nayden - ------------------------------ -------------------------------- Michael A. Carpenter, Denis J. Nayden, Director Director /s/ Dennis D. Dammerman /s/ John M. Samuels - ------------------------------- --------------------------------- Dennis D. Dammerman, John M. Samuels, Director Director /s/ Paolo Fresco /s/ Edward D. Stewart - ------------------------------- --------------------------------- Paolo Fresco, Edward D. Stewart, Director Director /s/ Benjamin W. Heinemann, Jr. /s/ John F. Welch, Jr. - ------------------------------- --------------------------------- Benjamin W. Heineman, Jr., John F. Welch, Jr., Director Director /s/ Hugh J. Murphy - ------------------------------ Hugh J. Murphy, Director EX-25.(A) 10 EXHIBIT 25(A) - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------ MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (Exact name of trustee as specified in its charter) Maryland 52-0904511 (State of incorporation (I.R.S. employer if not a national bank) identification no.) 2 Hopkins Plaza Baltimore, Maryland 21201 (Address of trustee's principal (Zip Code) executive offices) ------------------------ GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of obligor specified in its charter) New York 13-1500700 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 570 Lexington Ave. New York, New York 10022 (Address of principal (Zip Code) executive offices) ------------------------ NOTES (Title of the indenture securities) - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Corporation, Washington D.C. Bank Commissioner for the State of Maryland, Baltimore, Maryland (b) Whether it is authorized to exercise corporate trust powers. The Trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation: None. (See Note on page 5) ITEM 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as to each class of voting securities of the trustee: As of June 7, 1994 Col. A Col. B Title of Class Amount Outstanding -------------- ------------------ Capital Stock par value $10 per share 545,000 shares ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each such other indenture Medium Term Notes, Series A Medium Term Notes, Series B Global Medium Term Notes, Series A Global Medium Term Notes, Series B Global Medium Term Notes, Series C Variable Denomination Floating Rate Demand Notes California Alternative Energy Source Financing Authority Cogeneration Facility Revenue Bonds (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310 (b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. All securities isssued under either indenture are unsecured debt obligations which rank pari passu. ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. (See Note on page 5) ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner and executive officer of the obligor. As of June 7, 1994 The amount of voting securities of the trustee owned beneficially by the obligor and its directors and executive officers, taken as a group, does not exceed one percent of the outstanding voting securities of the trustee. (See Note on page 5) ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. 3 Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner and executive officer of each such underwriter. As of June 7, 1994 The amount of voting securities of the trustee owned beneficially by each underwriter for the obligor and its directors and executive officers, taken as a group, does not exceed one percent of the outstanding voting securities of the trustee. (See Note on page 5.) ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: As of June 7, 1994 The trustee does not own beneficially or hold as collateral security for obligations in default any securities of any class of the obligor in excess of one percent of the outstanding securities of such class. (See Note on page 5) ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee. As of June 7, 1994 The trustee does not own beneficially or hold as collateral security for obligations in default any securities of any class of an underwriter for the obligor in excess of one percent of the outstanding securities of such class. (See Note on page 5) ITEM 10. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: As of June 7, 1994 The trustee does not own beneficially or hold as collateral security for obligations in default any voting securities of any class of person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, in excess of one percent of the outstanding voting securities of such class. (Note on page 5) ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OF MORE OF THE VOTING SECURITIES OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: As of June 7, 1994 The trustee does not own beneficially of hold as collateral security for obligations in default any securities of any class of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, in excess of one percent of the outstanding securities of such class. (Note on page 5) ITEM 12. LIST OF EXHIBITS LISTED BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION. T-1 (a) Articles of Incorporation of the trustee as now in effect (incorporated by reference to Exhibit 1 to Form T- 1 Statement. File No. 22-13958 filed in conjunction with Registration No. 2-98443). (b) Articles of Amendment to the Articles of Incorporation of the Trustee dated May 7, 1986. T-2 Certificate of authority of trustee to commence business (incorporated by reference to Exhibit 2 to Form T-1 Statement. File No. 22-13958 filed in conjunction with Registration No. 2-98443). T-3 Authorization of the trustee to exercise corporate trust powers (incorporated by reference to Exhibit 3 to Form T- 1 Statement. File No. 22-13958 filed in conjunction with Registration No. 2-98443). T-4 Bylaws of the trustee, as now in effect. T-5 Not Applicable. T-6 The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939. T-7 A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base responsive answers to Items 2, 5, 6, 7, 8, 9, 10 and 11, the answers to those Items are based upon incomplete information. Items 2, 5, 6, 7, 8, 9, 10, and 11 may, however, be considered correct unless amended by an amendment to this Form T-1. In answering any items in this statement of eligibility and qualification which relate to matters peculiarly within the knowledge of the obligor, or its directors or officers, or an underwriter for the obligor, the trustee has relied and will rely upon information furnished to it by the obligor and the underwriter. SIGNATURE Pursuant to the requirements of the Trust Indenture Reform Act of 1990, Mercantile-Safe Deposit and Trust Company, a corporation organized and existing under the laws of the State of Maryland, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Baltimore, Maryland on the 7th day of June, 1994. Mercantile-Safe Deposit and Trust Company By: ------------------------------------- Robert D. Brown Corporate Trust Officer CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Reform Act of 1990, we hereby consent that reports of examinations of the trustee by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. Mercantile-Safe Deposit And Trust Company By: -------------------------------------- Robert D. Brown Corporate Trust Officer Dated: June 7, 1994 EX-25.(B) 11 EXHIBIT 25(B) - ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE -------------------- MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (Exact name of trustee as specified in its charter) Maryland 52-0904511 (State of incorporation (I.R.S. employer if not a national bank) identification no.) 2 Hopkins Plaza Baltimore, Maryland 21201 (Address of trustee's principal (Zip Code) executive offices) -------------------- GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of obligor specified in its charter) New York 13-1500700 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 570 Lexington Ave. New York, New York 10022 (Address of principal (Zip Code) executive offices) -------------------- NOTES (Title of the indenture securities) - ------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Deposit Insurance Corporation, Washington D.C. Bank Commissioner for the State of Maryland, Baltimore, Maryland (b) Whether it is authorized to exercise corporate trust powers. The Trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation: None. (See Note on page 5) ITEM 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as to each class of voting securities of the trustee: As of June 7, 1994 Col. A Col. B Title of Class Amount Outstanding -------------- ------------------ Capital Stock par value $10 per share 545,000 shares ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each such other indenture See attached list - 1 - (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310 (b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. All securities isssued under either indenture are unsecured debt obligations which rank pari passu. ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. (See Note on page 5) ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner and executive officer of the obligor. As of June 7, 1994 The amount of voting securities of the trustee owned beneficially by the obligor and its directors and executive officers, taken as a group, does not exceed one percent of the outstanding voting securities of the trustee. (See Note on page 5) ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner and executive officer of each such underwriter. As of June 7 , 1994 The amount of voting securities of the trustee owned beneficially by each underwriter for the obligor and its directors and executive officers, taken as a group, does not exceed one percent of the outstanding voting securities of the trustee. (See Note on page 5.) ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: As of June 7, 1994 The trustee does not own beneficially or hold as collateral security for obligations in default any securities of any class of the obligor in excess of one percent of the outstanding securities of such class. (See Note on page 5) ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee. As of June 7, 1994 The trustee does not own beneficially or hold as collateral security for obligations in default any securities of any class of an underwriter for the obligor in excess of one percent of the outstanding securities of such class. (See Note on page 5) ITEM 10. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: As of June 7, 1994 The trustee does not own beneficially or hold as collateral security for obligations in default any voting securities of any class of person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, in excess of one percent of the outstanding voting securities of such class. (Note on page 5) ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OF MORE OF THE VOTING SECURITIES OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: As of June 7, 1994 The trustee does not own beneficially of hold as collateral security for obligations in default any securities of any class of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, in excess of one percent of the outstanding securities of such class. (Note on page 5) ITEM 12. LIST OF EXHIBITS LISTED BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION. T-1 (a) Articles of Incorporation of the trustee as now in effect (incorporated by reference to Exhibit 1 to Form T- 1 Statement. File No. 22-13958 filed in conjunction with Registration No. 2-98443). (b) Articles of Amendment to the Articles of Incorporation of the Trustee dated May 7, 1986. T-2 Certificate of authority of trustee to commence business (incorporated by reference to Exhibit 2 to Form T-1 Statement. File No. 22-13958 filed in conjunction with Registration No. 2-98443). T-3 Authorization of the trustee to exercise corporate trust powers (incorporated by reference to Exhibit 3 to Form T- 1 Statement. File No. 22-13958 filed in conjunction with Registration No. 2-98443). T-4 Bylaws of the trustee, as now in effect. T-5 Not Applicable. T-6 The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939. T-7 A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base responsive answers to Items 2, 5, 6, 7, 8, 9, 10 and 11, the answers to those Items are based upon incomplete information. Items 2, 5, 6, 7, 8, 9, 10, and 11 may, however, be considered correct unless amended by an amendment to this Form T-1. In answering any items in this statement of eligibility and qualification which relate to matters peculiarly within the knowledge of the obligor, or its directors or officers, or an underwriter for the obligor, the trustee has relied and will rely upon information furnished to it by the obligor and the underwriter. SIGNATURE Pursuant to the requirements of the Trust Indenture Reform Act of 1990, Mercantile-Safe Deposit and Trust Company, a corporation organized and existing under the laws of the State of Maryland, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Baltimore, Maryland on the 7th day of June, 1994. Mercantile-Safe Deposit and Trust Company By: Robert D. Brown ---------------------------------------- Robert D. Brown Corporate Trust Officer CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Reform Act of 1990, we hereby consent that reports of examinations of the trustee by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. Mercantile-Safe Deposit And Trust Company By: Robert D. Brown ---------------------------------------- Robert D. Brown Corporate Trust Officer Dated: June 7, 1994 -6- -----END PRIVACY-ENHANCED MESSAGE-----