EXHIBIT 4(w)
FORM OF DEFINITIVE FIXED RATE BEARER NOTE
BEARER BEARER
No. DBFX [ ]/1/
[ ]/2/
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT SECURITY]
ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT
1987. GENERAL ELECTRIC CAPITAL CORPORATION IS NOT AN AUTHORIZED INSTITUTION
UNDER THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE PAYMENT OF ANY
INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS NOT BEEN GUARANTEED.]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
______________________
/1/ Insert Principal Amount.
/2/ Insert Optional Payment Amount if the Note has dual-currency feature.
/3/ Please delete as appropriate. Include "commercial paper" if Notes must be
redeemed before the first anniversary. Include "shorter" if Notes may not
be redeemed before their first anniversary but must be redeemed before
their third anniversary. Include "longer" if Notes may not be redeemed
before their third anniversary.
/4/ This legend to appear on all Notes (whether denominated in Sterling or
otherwise) in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom.
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Fixed Rate)
SERIES:
General Electric Capital Corporation (together with its successors and
assigns, the "Company"), for value received, hereby promises to pay to the
holder hereof upon surrender hereof, the principal sum (or Face Amount, if the
Note has a dual-currency or index feature) specified above on the Maturity Date
specified above (except to the extent redeemed or repaid prior to the Maturity
Date) and to pay interest thereon to the bearer of the coupons, if any, attached
hereto (the "Coupons") at the Interest Rate per annum specified above from the
last date on which interest was paid on the predecessor global Note, or if no
such interest was paid, then from the Original Issue Date of the predecessor
global Note, until the principal hereof is paid or duly made available for
payment (except as provided below), in arrears monthly, quarterly, semiannually
or annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date (or any redemption or repayment date).
Payment of the principal of this Note and any premium due at the
Maturity Date (or any redemption or repayment date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Fiscal and Paying Agent or at the office or agency of such other paying agents
outside the United States (this and certain other capitalized terms used herein
are defined on the reverse of this Note) as the Company may determine maintained
for that purpose (a "Paying Agent").
Interest on this Note will accrue from the most recent Interest
Payment Date to which interest hereon or on the predecessor global Note has been
paid or duly provided for, or, if no interest has been paid or duly provided
for, from the Original Issue Date of the predecessor global Note, until the
principal hereof has been paid or duly made available for payment (except as
provided below). The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, will, subject to certain exceptions described
herein, be paid to the holder of the appropriate Coupon upon presentment and
surrender thereof at the office or agency of the Fiscal and Paying Agent or at
the office of any Paying Agent.
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If the Specified Currency is other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank in London, Luxembourg or a city in the country of such
Specified Currency or by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable Interest Payment Date.
If the Specified Currency indicated on the face hereof is U.S.
dollars, any payment of the principal of and premium, if any, and interest on
this Note will be made, subject to applicable laws and regulations, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts either by a check drawn on a bank
in The City of New York mailed to an address outside the United States furnished
by the holder or by wire transfer of immediately available funds to an account
maintained by the holder of this Note with a bank located outside the United
States if appropriate wire transfer instructions have been received by the
Fiscal and Paying Agent or any Paying Agent not less than 10 days prior to the
applicable payment date. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made by
a paying agency in the United States, if such paying agency, under applicable
law and regulations, would be able to make such payment.
This Note is issued in the principal amount set forth on the face
hereof, but the total aggregate principal amount of the Series to which this
Note belongs is unlimited. The Company has the right, without the consent of
the holder of any Note or coupon appertaining thereto, to issue additional Notes
which form part of the Series to which this Note belongs.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Fiscal and Paying Agent by manual signature, this Note shall not be entitled
to any benefit under the Fiscal Agency Agreement, as defined on the reverse
hereof, or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company has caused this
Note to be duly executed under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL]
By:_________________________________
Title:
Attest:
By:________________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to
in the within-mentioned Fiscal Agency Agreement.
THE CHASE MANHATTAN BANK,
as Fiscal and Paying Agent
By:________________________________
Authorized Officer
4
[Form of Reverse of Note]
This Note is one of a duly authorized issue of Euro Medium-Term Notes of
the Series specified on the face hereof, having maturities of nine months or
more from the date of issue (the "Notes") of the Company. The Notes are
issuable under a second amended and restated fiscal and paying agency agreement,
dated as of March 31, 1999 among the Company, GE Capital Australia, GE Capital
Australia Funding Pty. Ltd., GE Capital Finance Australia, General Electric
Capital Canada Inc., GE Capital Canada Funding Company, GE Card Services Canada
Inc. (formerly GE Capital Canada Retailer Financial Services Company), and The
Chase Manhattan Bank, as fiscal agent and as principal paying agent (in such
capacities, the "Fiscal and Paying Agent") (as amended and supplemented from
time to time, the "Fiscal Agency Agreement"), to which Fiscal Agency Agreement
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Company and holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated and delivered. The
Chase Manhattan Bank at its office in London has been appointed the Exchange
Rate Agent (the "Exchange Rate Agent", which terms include any successor
exchange rate agent) with respect to the Notes. The terms of individual Notes
may vary with respect to interest rates, interest rate formulas, issue dates,
maturity dates, or otherwise, all as provided in the Fiscal Agency Agreement.
To the extent not inconsistent herewith, the terms of the Fiscal Agency
Agreement are hereby incorporated by reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
Unless otherwise indicated on the face of this Note, this Note shall not be
subject to repayment at the option of the holder prior to the Maturity Date. If
so indicated on the face of this Note, this Note may be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Fiscal and Paying Agent in the City of London, at least 30 days
but not more than 60 days prior to the repayment, (i) this Note with the form
entitled "Option to Elect Repayment" on the reverse hereof duly completed or
(ii) a telegram, facsimile transmission or a letter from a commercial bank or
trust company in Western Europe which must set forth the principal amount of
this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse hereof, will be received by the Fiscal and
Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
-------- -------
telegram, facsimile transmission or letter from a commercial bank or trust
company in Western Europe shall only be effective if in such case, this Note and
form duly completed are received by the Fiscal and Paying Agent by such fifth
Business Day. Exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon cancellation hereof, but only in an authorized
denomination.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier redemption
or repayment date), as the case may be. Interest payments for this Note, unless
otherwise specified on the face hereof, will be computed and paid on the
following basis:
. If this Note is denominated in a Specified Currency other than euro,
interest will be computed and paid on the basis of the number of days in
the Calculation Period divided by 360 (the number of days to be calculated
on the basis of a 360-day year of twelve 30-day months) ("30/360).
. If this Note is denominated in euro, interest will be computed and paid on
the following basis :
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(a) if the relevant Calculation Period is equal to or shorter than the
Determination Period (as defined below) during which the Calculation Period
ends, the number of days in such Calculation Period divided by the product
of (1) the number of days in such Determination Period and (2) the number
of Determination Periods that would occur in one calendar year, assuming
interest was to be payable in respect of the whole year; or
(b) if the relevant Calculation Period is longer than the Determination Period
during which the Calculation Period ends the sum of:
(1) the number of days in such Calculation Period falling in the
Determination Period in which the Calculation Period begins divided by
the product of (x) the number of days in such Determination Period and
(y) the number of Determination Period that would occur in one
calendar year, assuming interest was to be payable in respect of the
whole year; and
(2) the number of days in such Calculation Period falling in the next
Determination Period divided by the product of (x) the number of days
in such Determination Period and (y) the number of Determination
Periods that would occur in one calendar year, assuming interest was
payable in respect of the whole of that year,
where "Determination Period" means the period from (and including) an Interest
Payment Date in any year to (but excluding) the next Interest Payment Date.
In the case where the Interest Payment Date or the Maturity Date (or
any redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date 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 Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured
---- -----
and unsubordinated indebtedness of the Company.
This Note has been issued in bearer form (a "Bearer Note"), with
Coupons, if any, and any Note or Notes issued upon transfer or exchange hereof
is issuable as a Bearer Note, with Coupons, if any, attached, in the
denominations of 1,000 units, 10,000 units or 100,000 units of the Specified
Currency indicated on the face hereof (unless otherwise specified on the face
hereof) or (if so specified on the face hereof) as a Note in fully registered
form, without coupons (a "Registered Note"), in denominations of 10,000 units of
the Specified Currency indicated on the face hereof or any integral multiple of
1,000 units of such Specified Currency in excess thereof (unless otherwise
specified on the face hereof).
This Note may be transferred by delivery. If so specified on the face
hereof, then, at the option of the holder of this Note, and subject to the terms
of the Fiscal Agency Agreement, this Note (with all unmatured Coupons, and all
matured Coupons in default) will be exchangeable at the option of the holder
hereof into Registered Notes of any authorized denominations of like tenor and
in an equal aggregate principal amount, in accordance with the provisions of the
Fiscal Agency Agreement, at the corporate trust office of The Chase Manhattan
Bank, which initially has been appointed registrar for the Registered Notes or
at the office of any transfer agent appointed by the Company for such purpose.
If this Note is surrendered in exchange for Registered Notes after the close of
business at any such office on (i) any record date for the payment of interest
(a "Regular Record Date") on a Registered Note on an Interest Payment Date 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 on a Registered Note (a "Special Record Date") and before the opening
of business at such office on the related proposed date for payment of defaulted
interest, this Note shall be surrendered without the Coupon relating to such
date for payment of interest. This Note may also be exchanged for other
definitive Bearer Notes with Coupons, if any, in other authorized
6
denominations, in an equal aggregate principal amount, in accordance with the
provisions of the Fiscal Agency Agreement, at the offices of the Fiscal and
Paying Agent or at the office of any transfer agent designated by the Company
for such purpose. All such exchanges of Notes and Coupons will be made free of
charge, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in connection therewith. The date of surrender of
any Note or Coupon delivered upon any exchange or transfer of Notes or Coupons
shall be such that no gain or loss of interest results from such exchange or
transfer.
If this Note is to be redeemed, the Company shall not be required to
issue or exchange this Note for a period of 15 days preceding the date fixed for
redemption.
In case any Note shall at any time become mutilated, destroyed, lost
or stolen, or is apparently destroyed, lost or stolen, and such Note or evidence
of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as may be required in
the premises) shall be delivered to the Fiscal and Paying Agent, a new Note of
like tenor will be issued by the Company in exchange for the Note so mutilated
or defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the
case of any destroyed or lost or stolen Note only upon receipt of evidence
satisfactory to the Fiscal and Paying Agent and the Company that such Note was
destroyed or lost or stolen and, if required, upon receipt also of an indemnity
satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.
The Fiscal Agency Agreement provides that if an Event of Default (as
defined in the Fiscal Agency Agreement) with respect to the Series of which this
Note forms a part, shall have occurred and be continuing, the holder hereof, by
notice in writing to the Company and to the Fiscal and Paying Agent, may declare
the principal of this Note and the interest accrued hereon to be due and payable
immediately.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption", then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the sum of the Issue Price specified on the face hereof plus the Amortized
Amount, (ii) for the purpose of any vote of noteholders taken pursuant to the
Fiscal Agency Agreement prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of noteholders taken pursuant to the Fiscal Agency Agreement following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.
Notes of the Series of which this Note forms a part may be redeemed,
at the option of the Company, as a whole but not in part, at any time prior to
maturity, upon the giving of a notice of redemption as described below, at a
redemption price equal to 100% of the principal amount thereof (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption", such
redemption price would be limited to the sum of the Issue Price plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, in the case of Original Issue Discount Notes, at 100% of the
portion of the face amount thereof that has accrued to the date of redemption,
if the Company determines that, as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Tax Redemption Date specified on the face
hereof, the Company has or will become obligated to pay Additional Amounts (as
defined below) with respect to the Notes as described below. Prior to the
giving of any notice of redemption pursuant to this paragraph, the Company shall
deliver to the Fiscal and Paying Agent (i) a certificate stating that the
Company is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred, and (ii) an opinion of counsel satisfactory to the Fiscal
and Paying Agent to such effect based on such statement of facts; provided that
no such notice of redemption shall be
7
given earlier than 90 days prior to the earliest date on which the Company would
be obligated to pay such Additional Amounts if a payment in respect of the Notes
were then due.
Notice of redemption will be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the applicable
redemption price will be specified in the notice. Such notice will be given in
accordance with "Notices" as defined below.
If the Company shall determine that any payment made outside the
United States by the Company or any Paying Agent of principal or interest[,
including original issue discount,]/5/ due in respect of any Bearer Notes of the
Series of which this Note forms a part would, under any present or future laws
or regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which requirement is the disclosure to the Company, any Paying Agent
or any governmental authority of the nationality, residence or identity of a
beneficial owner of such Bearer Note or interest coupon who is a United States
Alien (other than such a requirement (a) which would not be applicable to a
payment made by the Company or any one of its Paying Agents (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien, provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Company shall redeem the Bearer
Notes, in whole, at a redemption price equal to 100% of the principal amount
thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption", such redemption price would be limited to the sum
of the Issue Price plus the Amortized Amount), together with accrued interest to
the date fixed for redemption (or, in the case of original issue discount Notes,
at 100% of the portion of the face amount thereof that has accrued to the date
of redemption) or, at the election of the Company if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and publish prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Company will redeem the Bearer
Notes of such Series, or whether the Company has elected to pay the Additional
Amounts specified in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Bearer Notes must take place, as provided in
the next succeeding sentence. If the Company redeems the Bearer Notes, such
redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall elect by notice to
the Fiscal and Paying Agent at least 60 days prior to the date fixed for
redemption. Notice of such redemption of the Bearer Notes will be given to the
holders of the Bearer Notes not more than 60 nor less than 30 days prior to the
date fixed for redemption. Such redemption notice shall include a statement as
to the last date by which the Bearer Notes to be redeemed may be exchanged for
Registered Notes. Notwithstanding the foregoing, the Company shall not so
redeem the Bearer Notes if the Company shall subsequently determine, not less
than 30 days prior to the date fixed for redemption, that subsequent payments
would not be subject to any such requirement, in which case the Company shall
publish prompt notice of such determination and any earlier redemption notice
shall be revoked and of no further effect. The right of any of the holders of
Bearer Notes called for redemption pursuant to this paragraph to exchange such
Bearer Notes for Registered Notes will terminate at the close of business of the
Fiscal and Paying Agent on the fifteenth day prior to the date fixed for
redemption, and no further exchanges of such Series of Bearer Notes for
Registered Notes shall be permitted.
If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph would
be fully satisfied by payment of a backup withholding tax or similar charge, the
Company may elect to pay as Additional Amounts such amounts as may be necessary
so that every net payment made outside the United States following the effective
date of such requirements by the Company or any Paying Agent of principal or
interest[, including original issue discount,]/6/ due in respect of any Bearer
Note or any interest coupon of which the beneficial owner is a United States
Alien (but without any requirement that the nationality, residence or identity
of such beneficial owner be disclosed to the Company, any Paying Agent or any
governmental
----------------------------------------
/5/ Include if Notes are original issue discount Notes.
/6/ Include if Notes are original issue discount Notes.
8
authority, with respect to the payment of such additional amounts), after
deduction or withholding for or on account of such backup withholding tax or
similar charge (other than a backup withholding tax or similar charge which (i)
would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the presentation of such Bearer Note or interest
coupon for payment more than 15 calendar days after the date on which such
payment becomes due and payable or on which payment thereof is duly provided
for, whichever occurs later), will not be less than the amount provided for in
such Bearer Note or interest coupon to be then due and payable. In the event the
Company elects to pay any Additional Amounts pursuant to this paragraph, the
Company shall have the right to redeem the Bearer Notes of such Series in whole
at any time pursuant to the applicable provisions of the immediately preceding
paragraph and the redemption price of such Bearer Notes shall not be reduced for
applicable withholding taxes. If the Company elects to pay Additional Amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall redeem the
Bearer Notes of such Series in whole, pursuant to the applicable provisions of
the immediately preceding paragraph.
The Company will, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder of
any Note or of any coupon, if any, who is a United States Alien as may be
necessary in order that every net payment of the principal of, premium and
interest, including original issue discount, on such Note and any other amounts
payable on such Note, after withholding for or on account of any present or
future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount provided for in
such Note or coupon, if any, to be then due and payable. However, the Company
will not be required to make any payment of Additional Amounts to any such
holder for or on account of:
(a) any such tax, assessment or other governmental charge which
would not have been so imposed but for (i) the existence of any present or
former connection between such holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of such holder, if such holder is an
estate, a trust, a partnership or a corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment therein
or (ii) the presentation by the holder of any such Note or coupon, if any,
for payment on a date more than 15 calendar days after the date on which
such payment became due and payable or on the date on which payment thereof
is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation which accumulates earnings to avoid
United States federal income tax or as a private foundation or other tax-
exempt organization;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments on or in respect of any
Note;
(e) any tax, assessment or other governmental charge which would
not have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the holder or beneficial owner of such Note, if
such compliance is required by statute or by regulation of the United
States or of any political subdivision or taxing authority thereof or
therein as a precondition to relief or exemption from such tax, assessment
or other governmental charge;
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(f) any tax, assessment or other governmental charge imposed by
reason of such holder's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of all
classes of stock entitled to vote of the Company or as a direct or indirect
subsidiary of the Company; or
(h) any combination of items (a), (b), (c), (d), (e) and (f);
nor shall Additional Amounts be paid with respect to any payment on a Note to a
United States Alien who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income, for tax purposes, of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note.
The Company will not be required to make any payment of Additional Amounts
to any holder for or on the account of :
(a) any tax, assessment or other governmental charged required to be
withheld by any Paying Agent from any payment of principal of, or
interest on, any Note, if such payment can be made without such
withholding by any other Paying Agent in a member state of the
European Union; or
(b) any tax, assessment or other governmental charge required to be
withheld or deducted where such withholding or deduction is imposed on
a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 or
any law implementing or complying with, or introduced in order to
conform to, such Directive.
The Fiscal Agency Agreement provides that the Company will not merge or
consolidate with any other corporation or sell, convey, transfer or otherwise
dispose of all or substantially all of its properties to any other corporation,
unless (i) either the Company shall be the continuing corporation or the
successor corporation (if other than the Company) (the "successor corporation")
shall be a corporation organized under the laws of the United States of America
or of a state thereof and such successor corporation shall expressly assume the
due and punctual payments of all amounts due under this Note and the due and
punctual performance of all of the covenants and obligations of the Company
under this Note by supplemental agreement satisfactory to the Fiscal and Paying
Agent executed and delivered to such Fiscal and Paying Agent by the successor
corporation and the Company 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 obligation. Upon any such merger or
consolidation, sale, conveyance, transfer or other disposition, such successor
corporation shall succeed to and be substituted for, and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Note, with the same effect as if such successor corporation had been
named as the Company herein, and the Company shall be released from its
liability under this Note and under the Fiscal Agency Agreement.
The Fiscal Agency Agreement permits the Company, when authorized by
resolution of the Board of Directors, and the Fiscal and Paying Agent, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Notes of the Series of which this Note forms a part, to modify or amend
the Fiscal Agency Agreement or such Notes; provided, however, that no such
-------- -------
modification or amendment may, without the consent of the holders of each such
Note affected thereby, (i) change the stated maturity of the principal of any
such Note or extend the time for payment of interest thereon; (ii) change the
amount of the principal of an Original Issue Discount Note of such Series that
would be due and payable upon an acceleration of the maturity thereof; (iii)
reduce the amount of interest payable thereon or the amount payable thereon in
the event of redemption or acceleration; (iv) change the currency of payment of
principal of or any other amounts payable on any such Note; (v) impair the right
to institute suit for the enforcement of any such payment on or with respect to
any such Note; (vi) reduce the above-stated percentage of the principal amount
of Notes of such Series the consent of whose holders is necessary to modify or
amend the Fiscal Agency Agreement or the Notes of such Series or reduce the
percentage of the Notes of
10
such Series required for the taking of action or the quorum required at any such
meeting of holders of Notes of such Series; or (vii) modify the foregoing
requirements to reduce the percentage of outstanding Notes of such Series
necessary to waive any future compliance or past default.
Purchasers are required to pay for the Notes in the currency specified in
the applicable Pricing Supplement. Payment of principal, premium, if any, and
interest, if any, on each Note will be made in immediately available funds in
the Specified Currency unless otherwise specified in the applicable Pricing
Supplement and except as provided below.
If specified in the applicable Pricing Supplement, the Company may, without
the consent of holders of Notes denominated in a Specified Currency of a member
state of the European Union, which on or after the issue date of such Notes
participates in European Economic and Monetary Union, on giving at least 30
days' prior notice (the "Redenomination Notice") to the holders of such Notes
and on prior notice to the Paying Agent and, if applicable, Euroclear Bank,
S.A./N.V.as operator of the Euroclear System, Clearstream Banking, societe
anonyme and/or any other relevant clearing system, elect that, with effect from
the date specified in the Redenomination Notice (the "Redenomination Date"),
such Notes shall be redenominated in euro. The election will have effect as
follows: (a) the Notes shall be deemed to be redenominated into euro in the
denomination of euro 0.01 with a nominal amount for each Note equal to the
nominal amount of that Note in the Specified Currency, converted into euro at
the Established Rate (defined below), provided that, if the Company determines
after consultation with the Paying Agent that the then market practice in
respect of the redenomination into euro of internationally offered securities is
different from the provisions specified above, such provisions shall be deemed
to be amended so as to comply with such market practice and the Company shall
promptly notify the holders of Notes, any stock exchange on which the Notes may
be listed and the Paying Agent of such deemed amendments; (b) save to the extent
that an Exchange Notice (defined below) has been given in accordance with
paragraph (d) below, the amount of interest due in respect of the Notes will be
calculated by reference to the aggregate nominal amount of Notes presented (or,
as the case may be, in respect of which coupons are presented) for payment by
the relevant holder and the amount of such payment shall be rounded down to the
nearest euro 0.01; (c) if definitive Notes are required to be issued after the
Redenomination Date, they shall be issued at the expense of the Company in the
denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the
extent of any remaining amounts less than euro 1,000 or such smaller
denominations as the Paying Agent may approve) euro 0.01 and such other
denominations as the Company shall determine and notify to the Noteholders; (d)
if issued prior to the Redenomination Date, all unmatured coupons denominated in
the Specified Currency (whether or not attached to the Notes) will become void
with effect from the date on which the Company gives notice (the "Exchange
Notice") that replacement euro-denominated Notes and coupons are available for
exchange (provided that such securities are so available) and no payments will
be made in respect of them. The payment obligations contained in any Notes so
issued will also become void on that date although such Notes will continue to
constitute valid exchange obligations of the Company. New euro-denominated
Notes and coupons, if any, will be issued in exchange for Notes and coupons, if
any, denominated in the Specified Currency in such manner as the Paying Agent
may specify and as shall be notified to the holders of Notes in the Exchange
Notice. No Exchange Notice may be given less than 15 days prior to any date for
payment of principal or interest on the Notes; (e) after the Redenomination
Date, all payments in respect of the Notes and the coupons, if any, including
payments of interest in respect of periods commencing before the Redenomination
Date, will be made solely in euro as though references in the Notes to the
Specified Currency were to euro. Payments will be made in euro by credit or
transfer to a euro account outside the United States (or any other account to
which euro may be credited or transferred) specified by the payee or, at the
option of the payee, by a euro cheque mailed to an address outside the United
States; (f) if interest for any period ending on or after the Redenomination
Date is required to be calculated for a period ending other than on an Interest
Payment Date, it will be calculated by applying the Interest Rate to each
Specified Denomination, multiplying such sum by the applicable Day Count
Fraction specified in the applicable Pricing Supplement, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention; and (g) such other changes shall be made as the
Company may decide, after consultation with the Paying Agent and the calculation
agent (if applicable), and as may be specified in the Redenomination Notice, to
conform them to conventions then applicable to instruments denominated in euro.
For the purposes hereof, "Established Rate" means the rate for the conversion of
the Specified Currency
11
(including compliance with rules relating to roundings in accordance with
applicable European Union regulations) into euro established by the Council of
the European Union pursuant to Article 1091(4) of the treaty establishing the
European Communities, as amended by the Treaty on European Union, and "sub-unit"
means, with respect to any Specified Currency other than euro, the lowest amount
of such Specified Currency that is available as legal tender in the country of
such Specified Currency and, with respect to euro, means one cent.
Payments of principal, premium, if any, and interest, if any, on any Note
denominated in a Specified Currency other than U.S. dollars shall be made in
U.S. dollars if, on any payment date, such Specified Currency (a) is unavailable
due to imposition of exchange controls or other circumstances beyond the
Company's control or (b) is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions in that country or within the international banking community.
Such payments shall be made in U.S. dollars on such payment date and on all
subsequent payment dates until such Specified Currency is again available or so
used as determined by the Company.
Amounts so payable on any such date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate or as otherwise
indicated in the applicable Pricing Supplement. The Exchange Rate Agent at the
date of the Fiscal Agency Agreement is The Chase Manhattan Bank. Any payment
required to be made on Notes denominated in a Specified Currency other than U.S.
dollars that is instead made in U.S. dollars under the circumstances described
above will not constitute a default of any obligation of the relevant Issuer
under such Notes. The "Market Exchange Rate" with respect to any currency other
than U.S. dollars means, for any day, the noon dollar buying rate in The City of
New York on such day for cable transfers of such currency as published by the
Federal Reserve Bank of New York, or, if such rate is not published for such
day, the equivalent rate as determined by the Exchange Rate Agent.
The provisions of the two preceding paragraphs shall not apply in the event
of the introduction in the country issuing any Specified Currency of the euro
pursuant to the entry of such country into European Economic and Monetary Union.
In this situation, payments of principal, premium, if any, and interest, if any,
on any Note denominated in any such Specified Currency shall be effected in euro
at such time as is required by, and otherwise in conformity with, legally
applicable measures adopted with reference to such country's entry into the
European Economic and Monetary Union. All references herein or in any Pricing
Supplement to "euro" shall be to the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Communities, as amended.
All determinations made by the Company or its agent shall be at such
person's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Company and all holders of Notes.
So long as this Note or the Coupons shall be outstanding, the Company will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in London,
England, [and in Luxembourg]/7/ and an office or agency in London for the
transfer and exchange as aforesaid of the Notes. The Company may designate other
agencies for the payment of said principal, premium and interest at such place
or places outside the United States (subject to applicable laws and regulations)
as the Company may decide. So long as there shall be any such agency, the
Company shall keep the Fiscal and Paying Agent advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Company and held by the Fiscal and
Paying Agent or any Paying Agent for the payment of the principal of or interest
or premium, if any, on any Note that remain unclaimed at the end of three years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Fiscal
and Paying Agent or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Company and any person claiming such
moneys shall thereafter look only to the Company for payment thereof and (ii)
such moneys shall be so repaid to the Company. Upon such
______________________
/7/ Include if Note is listed on Luxembourg Stock Exchange.
12
repayment all liability of the Fiscal and Paying Agent or such Paying Agent with
respect to such moneys shall thereupon cease, without, however, limiting in any
way any obligation that the Company may have to pay the principal of or interest
or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Fiscal Agency Agreement shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein and in the Fiscal Agency
Agreement prescribed unless otherwise agreed between the Company and the holder
of this Note.
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Fiscal Agency Agreement or
any fiscal agency agreement supplemental thereto, against any incorporator,
shareholder, 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, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
This Note and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
As used herein:
(a) the term "Amortized Amount" is the original issue discount
amortized from the Original Issue Date of the predecessor global Note to
the date of redemption or declaration, as the case may be, which
amortization shall be calculated using the "constant yield method"
(computed in accordance with the rules under the Internal Revenue Code of
1986, as amended, and the regulations thereunder, in effect on the date of
redemption or declaration, as the case may be);
(b) the term "Business Day" means, unless otherwise specified in the
applicable Pricing Supplement, 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 (i) the Principal Financial
Center of the country in which the Company is incorporated; (ii) the
Principal Financial Center of the country of the currency in which the
Notes are denominated (if the Note is denominated in a Specified Currency
other than the euro); (iii) the place at which payment on such Note or
coupon is to be made and (iv) London, England; provided, however, that with
respect to Notes denominated in euro, such day is also a TARGET Settlement
Day. For purposes of this definition, the principal financial center of the
United States is New York;
(c) the term "Notices" refers to:
(1) notices to holders of the Notes to be given by publication in
a daily newspaper in the English language of general circulation in
London and, if the Series of which this Note forms a part is listed on
the Luxembourg Stock Exchange and such Exchange so requires, in a
daily newspaper in Luxembourg or, if publication in either London or
Luxembourg is not practical, elsewhere in Western Europe. Such
publication is expected to be made in the Financial Times and (if such
---------------
Series is listed on the Luxembourg Stock Exchange) the Luxemburger
-----------
Wort. Such notices will be deemed to have been given on the date of
----
such publication, or if published in such newspapers on different
dates, on the date of the first such publication; and
(2) notices to holders of any Notes denominated in Dutch guilder
that are listed on Euronext Amsterdam to be given by publication in a
leading daily newspaper in the English language of general circulation
in Amsterdam and London and if such Notes are listed on Euronext
Amsterdam and such Exchange so requires, also published in the
Official Price List ("Officiele Prijscourant"). If publication in
London or Amsterdam, as the case may be, is not practical, such
13
publication shall be made elsewhere in Western Europe. Such
publication is expected to be made in the Financial Times in London
---------------
and the Het Financieele Dagblad in Amsterdam. Such notices will be
deemed to have been given on the date of such publication or if
published in such newspapers on different dates, on the date of the
first such publication;
(d) the term "Principal Financial Center" means (i) the capital of the
country issuing the currency in which the Notes are denominated or (ii) the
capital city of the country to which the Designated LIBOR Currency relates,
as applicable, except, in the case of (i) or (ii) above, that with respect
to the following currencies, the "Principal Financial Center" will be as
indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and Melbourne
Canadian dollars Toronto
New Zealand dollars Auckland and Wellington
South African rand Johannesburg
Swiss francs Zurich
(e) the term "TARGET Settlement Day" means any day on which the Trans-
European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open;
(f) the term "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction;
(g) the term "United States Alien" means a beneficial owner of a Note
that is not, for United States federal income tax purposes, (i) a citizen
or resident of the United States, (ii) a corporation, partnership (or any
other entity treated as a corporation or partnership for U.S. federal
income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia (unless, in
the case of a partnership, Treasury regulations provide otherwise), (iii)
an estate the income of which is subject to United States federal income
taxation regardless of its source or (iv) a trust if a court in the United
States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have the authority to
control all substantial decisions of the trust, or if such trust has a
valid election in effect under applicable U.S. Treasury regulations to be
treated as a United States person;. Notwithstanding the preceding sentence,
to the extent provided in Treasury regulations, certain trusts in existence
on August 20, 1996, and treated as United States persons prior to such
date, that elect to continue to be treated as United States persons, will
also not be a United States Alien; and
(h) all other terms used in this Note which are defined in the Fiscal
Agency Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Fiscal Agency Agreement.
14
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at ______________________ (Please print or
typewrite name and address of the undersigned).
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid: ____________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the Notes
to be issued to the holder for the portion of the within Note not being repaid
(in the absence of any such specification, one such Note will be issued for the
portion not being repaid):
___________________________.
Date: ______________________
NOTICE: The signature on this Option to Elect
Repayment must correspond with the name as written
upon the face of the within instrument in every
particular without alteration or enlargement.
15
EURO MEDIUM-TERM NOTE
NO. ______
FORM OF COUPON
--------------
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
Principal Amount: Coupon Number/8/ ______
[Interest Amount due in
Specified Currency]
Due __________________
Unless the Note to which this Coupon appertains shall have been called for
previous redemption and payment thereof duly provided for, on the date set forth
hereon, GENERAL ELECTRIC CAPITAL CORPORATION (the "Company") will pay to bearer,
upon surrender hereof at such agencies in such places outside the United States
as the Company may determine from time to time (the "Paying Agents"), interest
on the principal amount of such Note as specified above (together with any
additional amounts in respect thereof which the Company may be required to pay
according to the terms of such Note), in such coin or currency as specified
above as at the time of payment shall be legal tender for the payment of public
and private debts. Payment on this Coupon shall be made, at the option of the
bearer hereof and subject to any applicable laws and regulations, by a check
mailed to an address outside the United States furnished by such bearer or by
wire transfer to an account maintained by the payee with a bank located outside
the United States.
GENERAL ELECTRIC CAPITAL CORPORATION
By:_________________________________
Name:
Title:
[SEAL]
Attest: By__________________________
Name:
Title:
____________________
/8/ The Coupon number, the interest amount due in the Specified Currency and
due date should appear in the right-hand section of the face of the Coupon.
[Form of Reverse of Coupon]
Principal Paying Agent:
----------------------
The Chase Manhattan Bank
London Branch
Trinity Tower, 9 Thomas More Street
London E1W 1YT, England
Paying Agents:
-------------
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2012 Luxembourg