Exhibit 4(bb)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
GENERAL ELECTRIC CAPITAL CORPORATION
a Delaware corporation
-------------------
Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware, the undersigned Secretary of General Electric
Capital Corporation hereby certifies as follows:
1. The first paragraph of ARTICLE FOURTH of the Restated Certificate of
Incorporation is hereby amended and restated in its entirety to read as follows:
The total number of shares of stock which the corporation
shall have authority to issue is 4,649,000 of which (a) 3,866,000 shall
be common stock, par value $4.00 per share (the "Common Stock"), (b)
33,000 shall be variable cumulative preferred stock, par value $100.00
per share (the "Variable Cumulative Preferred Stock") and (c) 750,000
shall be preferred stock, par value $.01 per share (the "Preferred
Stock").
2. The definition number 32 of SECTION ONE of ARTICLE FOURTH of the
Restated Certificate of Incorporation is hereby amended and restated in its
entirety to read as follows:
32. "Maximum Rate" shall mean, on any date with respect to any
share of Variable Cumulative Preferred Stock, a percentage (determined
as set forth below based on the prevailing rating of such share of
Variable Cumulative Preferred Stock in effect at the close of business
on the Business Day immediately preceding such date and on the duration
of the relevant Dividend Period) of the Applicable Determining Rate for
such share on such date, provided, that during the continuance of a
Payment Failure the applicable percentage shall be 200%:
Percentage
----------
Prevailing Rating For Dividend For Dividend
----------------- Periods of Less Periods of Two
Than One Year Years or More
--------------- --------------
AA/Aa or above 175% 125%
A/A 200% 140%
BBB/Baa 225% 175%
Below BBB/Baa 250% 225%
For purposes of this definition, the "prevailing rating" of such series
shall be (i) AA/Aa or above, if such series has a rating of AA- or
better by Standard & Poor's and Aa3 or better by Moody's or the
equivalent of both of such ratings by a substitute rating agency or
agencies selected as provided below, (ii) if not AA/Aa or above, then
A/A if such series has a rating of A- or better by Standard & Poor's
and A3 or better by Moody's or the equivalent of both of such ratings
by a substitute rating agency or agencies selected as provided below,
(iii) if not AA/Aa or above or A/A, then BBB/Baa if such series has a
rating of BBB- or better by Standard & Poor's and Baa3 or better by
Moody's or the equivalent of both of such ratings by a substitute
rating agency or agencies selected as provided below, and (iv) if not
AA/Aa or above, A/A or BBB/Baa, then below BBB/Baa. The corporation
will take all reasonable action necessary to enable Standard & Poor's
and Moody's to provide a rating for the Variable Cumulative Preferred
Stock of each series. If neither Standard & Poor's nor Moody's makes
such a rating available, the corporation or its duly authorized agent
will select one or two nationally recognized securities rating
agencies to act as a substitute rating agency or agencies, as the case
may be.
3. This amendment to the Restated Certificate of Incorporation has been
duly adopted in accordance with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.
4. This amendment shall not be effective until 9:00 a.m. Eastern Time on
August 12, 2002.
[Signature Page Follows]
2
IN WITNESS WHEREOF, I hereby sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 6th day of August
2002.
By: /s/ Nancy E. Barton
--------------------------------
Name: Nancy E. Barton
Title: Senior Vice President,
General Counsel and Secretary
Signature Page to Certificate of Amendment of Restated Certificate of
Incorporation of General Electric Capital Corporation