Exhibit 4(f)
[FORM OF FACE OF SERIES A MTN FIXED RATE REGISTERED NOTE]
U.S. Fixed Rate Note
REGISTERED REGISTERED
No. USFXR [ ](1)
CUSIP: _____(2) [ ](3)
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
IF APPLICABLE, THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD TO
MATURITY", AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY WHERE
THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO SUCH SHORT
ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF OID
UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED ON
THE REVERSE HEREOF.
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(1) Insert Principal Amount.
(2) Applies only if this Note is a Registered Global Security.
(3) Insert Optional Payment Amount if the Note has a dual currency feature.
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INITIAL REDEMPTION APPLICABILITY OF
DATE: MODIFIED PAYMENT UPON
MATURITY DATE: ACCELERATION OR
INITIAL REDEMPTION REDEMPTION:
INTEREST RATE: PERCENTAGE:
If yes, state Issue
Price:
INTEREST PAYMENT OPTION ELECTION DATES:(4)
DATE(S): APPLICABILITY OF
DESIGNATED EXCHANGE ANNUAL REDEMPTION
SPECIFIED (FACE DATE:(4) PERCENTAGE INCREASE:
AMOUNT)(4),(5)
CURRENCY: AMOUNT OF OID: If yes, state each
redemption date and
redemption price:
INDEXED CURRENCY:(5) INTEREST PAYMENT
PERIOD: INITIAL ACCRUAL PERIOD
CURRENCY BASE RATE:(5) OID (computed under the
APPLICABILITY OF Approximate method):
OPTIONAL REPAYMENT ANNUAL REDEMPTION
DATES: PERCENTAGE REDUCTION: DETERMINATION AGENT:(5)
INTEREST ACCRUAL DATE: If yes, state Annual Percentage YIELD TO MATURITY:
Reduction:
OPTIONAL PAYMENT DAY COUNT CONVENTION
CURRENCY:(4) OPTION VALUE |_|30/360
CALCULATION AGENT:(4) |_|Actual/360
|_|Actual/365
|_|Actual/Actual
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to Cede & Co., or registered assignees, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) of on the
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Maturity Date) and to pay interest thereon at the Interest Rate per annum
specified above from the Original Issue Date specified above 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); provided, however, that if the Original Issue Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date to the registered holder of this Note on
the
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(4) If Note has dual-currency feature.
(5) If Note has index feature.
Record Date with respect to such second Interest Payment Date.
[With respect to any dual-currency Notes, the Company may elect on each
Option Election Date specified above (each such date herein being called an
"Option Election Date") to pay the amounts due on this Note on the succeeding
Interest Payment Date or Maturity Date, as the case may be, in the Optional
Payment Currency specified above (the "Optional Payment Currency") instead of in
the Face Amount Currency. The amounts due in the Optional Payment Currency on
any Interest Payment Date or at the Maturity Date, as the case may be, shall be
determined by the Company using the Designated Exchange Rate specified above
(the "Designated Exchange Rate"). If such election is made, the Company shall
notify the Paying Agent, as defined below, of the election on the Option
Election Date and notice of such election shall be mailed to the registered
holder of this Note by first class mail, postage prepaid, at the address of such
holder as that address appears upon the books of the Company within two Business
Days (this and certain other capitalized terms used herein are defined on the
reverse of this Note) of the Option Election Date and shall state (i) the
Interest Payment Date and (ii) the exchange rate to be used to convert amounts
from the Face Amount Currency to the Optional Payment Currency, which rate shall
be the Designated Exchange Rate. Any such notice by the Company to the
registered holder of this Note, once given, may not be withdrawn. If the Company
elects on any Option Election Date to pay the amounts due on each succeeding
Interest Payment Date or at the Maturity Date, as the case may be, in the
Optional Payment Currency, then it shall pay all such amounts (including
principal) due with respect to this Note in the Optional Payment Currency on
each succeeding Interest Payment Date or at the Maturity Date, as the case may
be. If the Company does not elect on an Option Election Date to pay the amount
due on the succeeding Interest Payment Date or at the Maturity Date, as the case
may be, in the Optional Payment Currency, then such payment shall be made in the
Face Amount Currency and no notice of such payment need be given.](6)
Payment of the principal of this Note, any premium and the interest 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 such paying agent as the Company may determine maintained for that purpose in
the Borough of Manhattan, The City of New York (a "Paying Agent"), or at the
office or agency of such other Paying Agent as the Company may determine.
Interest on this Note will accrue initially from the Original Issue Date
and thereafter will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for and thereafter will accrue 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 person in whose name this Note (or one or more
predecessor Note) is registered at the close of business on the date 15 days
prior to an Interest Payment Date (whether or not a Business Day) (each such
date a "Record Date"); provided, however, that interest payable on the Maturity
Date (or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.
If the Specified Currency indicated on the face hereof is other than U.S.
dollars, any payment on this Note on an Interest Payment Date or the Maturity
Date (or any redemption or repayment date) will be made in U.S. dollars, as
provided below, unless the holder hereof elects by written request (which
request
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(6) Use if Note has dual-currency feature.
shall also include appropriate wire transfer instructions) to the Paying Agent
at its corporate trust office in The City of New York received on or prior to
the Record Date relating to an Interest Payment Date or at least 10 days prior
to the Maturity Date (or any redemption or repayment date), as the case may be,
to receive such payment in such Specified Currency except as provided on the
reverse hereof; provided, that any U.S. dollar amount to be received by a holder
of this Note will be based on the highest bid quotation in New York City
received by the Exchange Rate Agent, as defined on the reverse hereof, at
approximately 11:00 A.M., New York City time, on the second Business Day (this
and certain other capitalized terms used herein are defined on the reverse of
this Note) preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the purchase
by the quoting dealer of such Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of such Specified Currency payable
to all holders of Notes having the same terms as this Note (including Original
Issue Date) scheduled to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract; provided, further, that if such
bid quotations are not available, such payments shall be made in U.S. Dollars.
All currency exchange costs will be borne by the holder of this Note by
deductions from such payments. The holder hereof may elect to receive payment in
such Specified Currency for all such payments and need not file a separate
election for each such payment, and such election shall remain in effect until
revoked by written notice to the Paying Agent at its corporate trust office in
The City of New York received on a date prior to the Record Date for the
relevant Interest Payment Date or at least 10 days prior to the Maturity Date
(or any redemption or repayment date), as the case may be; provided, however,
that such election is irrevocable as to the next succeeding payment to which it
relates; if such election is made as to full payment on this Note, such election
may thereafter be revoked so long as the Paying Agent is notified of the
revocation within the time period set forth above.
If the Specified Currency indicated on the face hereof is U.S. dollars,
payment of the principal of and premium, if any, and interest on this Note will
be made in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payments of interest, other than interest due at maturity (or any redemption or
repayment date) will be made by United States dollar check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register. A holder of U.S.$5,000,000 or more in aggregate principal amount of
Notes having the same Interest Payment Date will be entitled to receive payments
of interest, other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds to an account
maintained by the holder of this Note if appropriate wire transfer instructions
in writing have been received by the Paying Agent not less than 10 days prior to
the applicable Interest Payment Date.
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
Trustee, as defined on the reverse hereof, by manual signature, this Note shall
not be entitled to any benefit under the Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.
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 Securities of the Tranche designated therein described
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series A, having maturities from nine months to 60 years from the date of issue
(the "Notes") of the Company. The Notes are issuable under a Third Amended and
Restated Indenture, dated as of February 27, 1997 between the Company and The
Chase Manhattan Bank, as supplemented by the First Supplemental Indenture dated
as of May 3, 1999, (such indenture as amended and as supplemented to the date
hereof being referred to herein as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Company,
the Trustee and the holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Chase Manhattan Bank has been
appointed Exchange Rate Agent (the "Exchange Rate Agent", which terms include
any successor or exchange rate agent with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the registrar and as a Paying 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
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
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.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"). If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Initial Redemption Percentage together with interest
thereon payable to the Redemption Date, on notice given to the holder of this
Note not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the holder of this Note upon the
surrender hereof. The Initial Redemption Percentage may be increased or
decreased, as the case may be, as indicated on the face hereof under
"Applicability of Annual Redemption Percentage Increase" or "Applicability of
Annual Redemption Reductions". [If this Note is subject to "Modified Payment
upon Acceleration or Redemption" the redemption price of this Note shall be
limited to the Amortized Amount.]
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 Paying Agent in the Borough of Manhattan, The City of New York, 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 member
of a national securities exchange or a member of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in
the United States which must set forth the name of the
holder of the Note, 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 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 member of a national
securities exchange or a member of the NASD, or a commercial bank or trust
company in the United States shall only be effective if in such case, this Note
and form duly completed are received by the Company 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. Unless otherwise indicated on the face
of this Note, interest payments for this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months. For Notes denominated in Euro,
the face of this Note may indicate that interest will be computed and paid on
the basis of (i) the actual number of days in the Interest Payment Period
divided by the actual number of days in the year or (ii) the actual number of
days in the Interest Payment Period divided by 365.
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, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
100,000 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.
The Chase Manhattan Bank has been appointed registrar for the Notes (the
"Registrar", which term includes any successor registrar appointed by the
Company), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes. This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
approved by the Registrar and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions for an equal
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
required to register the transfer of or exchange any Note that has been called
for redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes.
Notes are exchangeable at said office for other Notes of other authorized
denominations of equal aggregate principal amount having identical terms and
provisions. All such exchanges and transfers of Notes will be free of charge,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
approved by the Registrar and executed by the registered holder in person or by
the holder's attorney duly authorized in writing. The date of registration of
any Note delivered upon any exchange or transfer of Notes shall be such that no
gain or loss of interest results from such exchange or transfer.
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 Registrar, 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 Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of 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 Indenture provides that if an Event of Default (as defined in the
Indenture) with respect to any series of debt securities issued under the
Indenture, including the series of Global Medium-Term Notes, Series A, of which
this Note forms a part, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of such series then outstanding under the Indenture, by notice in
writing to the Company (and to the Trustee if given by securityholders of such
series), may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal (or premium, if any) or
interest on such debt securities) by the holders of a majority in principal
amount of the debt securities of such series then outstanding.
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 security holders taken pursuant to
the Indenture 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 securityholders taken pursuant to the Indenture 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.
The Indenture permits the Company, when authorized by resolution of the
Board of Directors, and the Trustee, with the consent of the holders of not less
than 66-2/3% in aggregate principal amount of the notes of each series (each
series voting as a class) affected by such supplemental indenture at the time
outstanding, including the series of Global Medium-Term Series A, of which this
Note forms a part, to 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 the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the notes
of each such series or the coupons appertaining to such notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any note, 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 note, or reduce the amount
of the principal of an Original Issue Discount note that would be due and
payable upon an acceleration of the maturity thereof or adversely affect the
right of repayment, if any, at the option of the holder without the consent of
the holder of each note so affected, or (ii) reduce the aforesaid percentage of
notes of any series, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each note so
affected. A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of notes, or which modifies the
rights of the holders of notes of such series or of coupons appertaining to such
notes with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the holders of notes of any other
series or of coupons appertaining to such notes.
Except as set forth below, if the principal of, or premium, if any, or
interest, if any, on this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing, or authority sponsoring, such Specified
Currency or for the settlement of transactions by public institutions within the
international banking community, then the Company will be entitled to satisfy
its obligations to the holder of this Note by making such payments in U.S.
dollars on the basis of the most recently available market exchange rate for
such Specified Currency, as determined by the Exchange Rate Agent on the date of
such payment, or if such rate is not available on such date, as of the most
recent practicable date. If a Specified Currency is unavailable solely because
the country of issue has replaced its currency with Euro or other currency of
the European Union pursuant to the Treaty establishing the European Communities,
the amounts payable will, beginning with the date the replacement becomes
effective, be made in Euro or such other currency. The amounts payable on any
date will be converted into Euro or such other currency on the basis of the most
recently available market exchange rate for such currency, as determined by the
Exchange Rate Agent on the date of such payment, or if such rate is not
available on such date, as of the most recent practicable date.
If any payment is required to be made in Euro and Euro are unavailable due
to the imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary System, then
all payments will be made in U.S. dollars until Euro are again available or so
used. The amount of each payment in U.S. dollars will be computed on the basis
of the equivalent of Euro in U.S. dollars, determined on the basis of the most
recently available market exchange rate for Euro as determined by the Exchange
Rate Agent on the date of such payment, or if such rate is not available on such
date, as of the most recent practicable date. Any payment made under such
circumstances in U.S. dollars or Euro, as the case may be, where the required
payment is in a Specified Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default.
So long as this Note 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 the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Company may designate other agencies for the payment of said principal,
premium, if any, and interest at such place or places (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 Trustee 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 Trustee or any
Paying Agent for the payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of
two years after such principal, interest or premium shall have become due and
payable (whether at maturity or upon call for redemption or otherwise), such
moneys shall be so repaid to the Company. Upon such repayment all liability of
the Trustee 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 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 on this Note at the time, place, and
rate, and in the coin or currency, herein and in the Indenture prescribed unless
otherwise agreed between the Company and the registered holder of this Note.
The Company or any agent of the Company, the Registrar or the Trustee may
treat the holder in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company, the
Registrar, the Trustee nor any such agent shall be affected by notice to the
contrary.
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 Indenture or any indenture
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 issuer
hereof, expressly waived and released.
This Note 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 equal to the original issue discount
amortized from the Original Issue Date 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 any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to Notes denominated in
a foreign currency, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center of the country issuing the Specified Currency (or, if
the Specified Currency is Euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open);
(c) the term "Principal Financial Center" means (i) the capital city of
the country issuing the currency in which the Notes are denominated 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, if Australian dollars is
the currency in which the Notes are
denominated, Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
(d) 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.
(e) all other terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants in the entireties
JT TEN-as joint tenants with right of ownership and not as tenants
in common
UNIF GIFT MIN ACT- Custodian
----------------------------------
(Cust)
(Minor)
-----------------------------------
Under Uniform Gifts to Minors Act (State)
Additional abbreviations may also be used
though not in the above list.
------------------
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING
ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing such
person attorney to transfer such Note on the books
of the Company, with full power of substitution in
the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within Note in every particular
without alteration or enlargement or any
change whatsoever.
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.
[FORM OF FACE OF SERIES A MTN FIXED RATE REGISTERED NOTE]
U.S. Fixed Rate Note
REGISTERED REGISTERED
No. USFXR [ ](1)
CUSIP: _____(2) [ ](3)
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
IF APPLICABLE, THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD TO
MATURITY", AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY WHERE
THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO SUCH SHORT
ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF OID
UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED ON
THE REVERSE HEREOF.
--------
(1) Insert Principal Amount.
(2) Applies only if this Note is a Registered Global Security.
(3) Insert Optional Payment Amount if the Note has a dual currency feature.
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INITIAL REDEMPTION APPLICABILITY OF
DATE: MODIFIED PAYMENT UPON
MATURITY DATE: ACCELERATION OR
INITIAL REDEMPTION REDEMPTION:
INTEREST RATE: PERCENTAGE:
If yes, state Issue
Price:
INTEREST PAYMENT OPTION ELECTION DATES:(4)
DATE(S): APPLICABILITY OF
DESIGNATED EXCHANGE ANNUAL REDEMPTION
SPECIFIED (FACE DATE:(4) PERCENTAGE INCREASE:
AMOUNT)(4),(5)
CURRENCY: AMOUNT OF OID: If yes, state each
redemption date and
redemption price:
INDEXED CURRENCY:(5) INTEREST PAYMENT
PERIOD: INITIAL ACCRUAL PERIOD
CURRENCY BASE RATE:(5) OID (computed under the
APPLICABILITY OF Approximate method):
OPTIONAL REPAYMENT ANNUAL REDEMPTION
DATES: PERCENTAGE REDUCTION: DETERMINATION AGENT:(5)
INTEREST ACCRUAL DATE: If yes, state Annual Percentage YIELD TO MATURITY:
Reduction:
OPTIONAL PAYMENT DAY COUNT CONVENTION
CURRENCY:(4) OPTION VALUE |_|30/360
CALCULATION AGENT:(4) |_|Actual/360
|_|Actual/365
|_|Actual/Actual
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to Cede & Co., or registered assignees, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) of on the
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Maturity Date) and to pay interest thereon at the Interest Rate per annum
specified above from the Original Issue Date specified above 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); provided, however, that if the Original Issue Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date to the registered holder of this Note on
the
--------
(4) If Note has dual-currency feature.
(5) If Note has index feature.
Record Date with respect to such second Interest Payment Date.
[With respect to any dual-currency Notes, the Company may elect on each
Option Election Date specified above (each such date herein being called an
"Option Election Date") to pay the amounts due on this Note on the succeeding
Interest Payment Date or Maturity Date, as the case may be, in the Optional
Payment Currency specified above (the "Optional Payment Currency") instead of in
the Face Amount Currency. The amounts due in the Optional Payment Currency on
any Interest Payment Date or at the Maturity Date, as the case may be, shall be
determined by the Company using the Designated Exchange Rate specified above
(the "Designated Exchange Rate"). If such election is made, the Company shall
notify the Paying Agent, as defined below, of the election on the Option
Election Date and notice of such election shall be mailed to the registered
holder of this Note by first class mail, postage prepaid, at the address of such
holder as that address appears upon the books of the Company within two Business
Days (this and certain other capitalized terms used herein are defined on the
reverse of this Note) of the Option Election Date and shall state (i) the
Interest Payment Date and (ii) the exchange rate to be used to convert amounts
from the Face Amount Currency to the Optional Payment Currency, which rate shall
be the Designated Exchange Rate. Any such notice by the Company to the
registered holder of this Note, once given, may not be withdrawn. If the Company
elects on any Option Election Date to pay the amounts due on each succeeding
Interest Payment Date or at the Maturity Date, as the case may be, in the
Optional Payment Currency, then it shall pay all such amounts (including
principal) due with respect to this Note in the Optional Payment Currency on
each succeeding Interest Payment Date or at the Maturity Date, as the case may
be. If the Company does not elect on an Option Election Date to pay the amount
due on the succeeding Interest Payment Date or at the Maturity Date, as the case
may be, in the Optional Payment Currency, then such payment shall be made in the
Face Amount Currency and no notice of such payment need be given.](6)
Payment of the principal of this Note, any premium and the interest 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 such paying agent as the Company may determine maintained for that purpose in
the Borough of Manhattan, The City of New York (a "Paying Agent"), or at the
office or agency of such other Paying Agent as the Company may determine.
Interest on this Note will accrue initially from the Original Issue Date
and thereafter will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for and thereafter will accrue 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 person in whose name this Note (or one or more
predecessor Note) is registered at the close of business on the date 15 days
prior to an Interest Payment Date (whether or not a Business Day) (each such
date a "Record Date"); provided, however, that interest payable on the Maturity
Date (or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.
If the Specified Currency indicated on the face hereof is other than U.S.
dollars, any payment on this Note on an Interest Payment Date or the Maturity
Date (or any redemption or repayment date) will be made in U.S. dollars, as
provided below, unless the holder hereof elects by written request (which
request
--------
(6) Use if Note has dual-currency feature.
shall also include appropriate wire transfer instructions) to the Paying Agent
at its corporate trust office in The City of New York received on or prior to
the Record Date relating to an Interest Payment Date or at least 10 days prior
to the Maturity Date (or any redemption or repayment date), as the case may be,
to receive such payment in such Specified Currency except as provided on the
reverse hereof; provided, that any U.S. dollar amount to be received by a holder
of this Note will be based on the highest bid quotation in New York City
received by the Exchange Rate Agent, as defined on the reverse hereof, at
approximately 11:00 A.M., New York City time, on the second Business Day (this
and certain other capitalized terms used herein are defined on the reverse of
this Note) preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the purchase
by the quoting dealer of such Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of such Specified Currency payable
to all holders of Notes having the same terms as this Note (including Original
Issue Date) scheduled to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract; provided, further, that if such
bid quotations are not available, such payments shall be made in U.S. Dollars.
All currency exchange costs will be borne by the holder of this Note by
deductions from such payments. The holder hereof may elect to receive payment in
such Specified Currency for all such payments and need not file a separate
election for each such payment, and such election shall remain in effect until
revoked by written notice to the Paying Agent at its corporate trust office in
The City of New York received on a date prior to the Record Date for the
relevant Interest Payment Date or at least 10 days prior to the Maturity Date
(or any redemption or repayment date), as the case may be; provided, however,
that such election is irrevocable as to the next succeeding payment to which it
relates; if such election is made as to full payment on this Note, such election
may thereafter be revoked so long as the Paying Agent is notified of the
revocation within the time period set forth above.
If the Specified Currency indicated on the face hereof is U.S. dollars,
payment of the principal of and premium, if any, and interest on this Note will
be made in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payments of interest, other than interest due at maturity (or any redemption or
repayment date) will be made by United States dollar check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register. A holder of U.S.$5,000,000 or more in aggregate principal amount of
Notes having the same Interest Payment Date will be entitled to receive payments
of interest, other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds to an account
maintained by the holder of this Note if appropriate wire transfer instructions
in writing have been received by the Paying Agent not less than 10 days prior to
the applicable Interest Payment Date.
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
Trustee, as defined on the reverse hereof, by manual signature, this Note shall
not be entitled to any benefit under the Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.
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 Securities of the Tranche designated therein described
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Officer
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series A, having maturities from nine months to 60 years from the date of issue
(the "Notes") of the Company. The Notes are issuable under a Third Amended and
Restated Indenture, dated as of February 27, 1997 between the Company and The
Chase Manhattan Bank, as supplemented by the First Supplemental Indenture dated
as of May 3, 1999, (such indenture as amended and as supplemented to the date
hereof being referred to herein as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Company,
the Trustee and the holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. The Chase Manhattan Bank has been
appointed Exchange Rate Agent (the "Exchange Rate Agent", which terms include
any successor or exchange rate agent with respect to the Notes, and The Chase
Manhattan Bank at its corporate trust office in The City of New York has been
appointed the registrar and as a Paying 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
Indenture. To the extent not inconsistent herewith, the terms of the Indenture
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.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"). If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Initial Redemption Percentage together with interest
thereon payable to the Redemption Date, on notice given to the holder of this
Note not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the holder of this Note upon the
surrender hereof. The Initial Redemption Percentage may be increased or
decreased, as the case may be, as indicated on the face hereof under
"Applicability of Annual Redemption Percentage Increase" or "Applicability of
Annual Redemption Reductions". [If this Note is subject to "Modified Payment
upon Acceleration or Redemption" the redemption price of this Note shall be
limited to the Amortized Amount.]
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 Paying Agent in the Borough of Manhattan, The City of New York, 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 member
of a national securities exchange or a member of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in
the United States which must set forth the name of the
holder of the Note, 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 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 member of a national
securities exchange or a member of the NASD, or a commercial bank or trust
company in the United States shall only be effective if in such case, this Note
and form duly completed are received by the Company 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. Unless otherwise indicated on the face
of this Note, interest payments for this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months. For Notes denominated in Euro,
the face of this Note may indicate that interest will be computed and paid on
the basis of (i) the actual number of days in the Interest Payment Period
divided by the actual number of days in the year or (ii) the actual number of
days in the Interest Payment Period divided by 365.
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, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
100,000 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.
The Chase Manhattan Bank has been appointed registrar for the Notes (the
"Registrar", which term includes any successor registrar appointed by the
Company), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes. This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
approved by the Registrar and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions for an equal
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
required to register the transfer of or exchange any Note that has been called
for redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes.
Notes are exchangeable at said office for other Notes of other authorized
denominations of equal aggregate principal amount having identical terms and
provisions. All such exchanges and transfers of Notes will be free of charge,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
approved by the Registrar and executed by the registered holder in person or by
the holder's attorney duly authorized in writing. The date of registration of
any Note delivered upon any exchange or transfer of Notes shall be such that no
gain or loss of interest results from such exchange or transfer.
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 Registrar, 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 Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of 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 Indenture provides that if an Event of Default (as defined in the
Indenture) with respect to any series of debt securities issued under the
Indenture, including the series of Global Medium-Term Notes, Series A, of which
this Note forms a part, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of such series then outstanding under the Indenture, by notice in
writing to the Company (and to the Trustee if given by securityholders of such
series), may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal (or premium, if any) or
interest on such debt securities) by the holders of a majority in principal
amount of the debt securities of such series then outstanding.
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 security holders taken pursuant to
the Indenture 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 securityholders taken pursuant to the Indenture 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.
The Indenture permits the Company, when authorized by resolution of the
Board of Directors, and the Trustee, with the consent of the holders of not less
than 66-2/3% in aggregate principal amount of the notes of each series (each
series voting as a class) affected by such supplemental indenture at the time
outstanding, including the series of Global Medium-Term Series A, of which this
Note forms a part, to 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 the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the notes
of each such series or the coupons appertaining to such notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any note, 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 note, or reduce the amount
of the principal of an Original Issue Discount note that would be due and
payable upon an acceleration of the maturity thereof or adversely affect the
right of repayment, if any, at the option of the holder without the consent of
the holder of each note so affected, or (ii) reduce the aforesaid percentage of
notes of any series, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each note so
affected. A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of notes, or which modifies the
rights of the holders of notes of such series or of coupons appertaining to such
notes with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the holders of notes of any other
series or of coupons appertaining to such notes.
Except as set forth below, if the principal of, or premium, if any, or
interest, if any, on this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing, or authority sponsoring, such Specified
Currency or for the settlement of transactions by public institutions within the
international banking community, then the Company will be entitled to satisfy
its obligations to the holder of this Note by making such payments in U.S.
dollars on the basis of the most recently available market exchange rate for
such Specified Currency, as determined by the Exchange Rate Agent on the date of
such payment, or if such rate is not available on such date, as of the most
recent practicable date. If a Specified Currency is unavailable solely because
the country of issue has replaced its currency with Euro or other currency of
the European Union pursuant to the Treaty establishing the European Communities,
the amounts payable will, beginning with the date the replacement becomes
effective, be made in Euro or such other currency. The amounts payable on any
date will be converted into Euro or such other currency on the basis of the most
recently available market exchange rate for such currency, as determined by the
Exchange Rate Agent on the date of such payment, or if such rate is not
available on such date, as of the most recent practicable date.
If any payment is required to be made in Euro and Euro are unavailable due
to the imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary System, then
all payments will be made in U.S. dollars until Euro are again available or so
used. The amount of each payment in U.S. dollars will be computed on the basis
of the equivalent of Euro in U.S. dollars, determined on the basis of the most
recently available market exchange rate for Euro as determined by the Exchange
Rate Agent on the date of such payment, or if such rate is not available on such
date, as of the most recent practicable date. Any payment made under such
circumstances in U.S. dollars or Euro, as the case may be, where the required
payment is in a Specified Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default.
So long as this Note 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 the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Company may designate other agencies for the payment of said principal,
premium, if any, and interest at such place or places (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 Trustee 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 Trustee or any
Paying Agent for the payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of
two years after such principal, interest or premium shall have become due and
payable (whether at maturity or upon call for redemption or otherwise), such
moneys shall be so repaid to the Company. Upon such repayment all liability of
the Trustee 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 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 on this Note at the time, place, and
rate, and in the coin or currency, herein and in the Indenture prescribed unless
otherwise agreed between the Company and the registered holder of this Note.
The Company or any agent of the Company, the Registrar or the Trustee may
treat the holder in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company, the
Registrar, the Trustee nor any such agent shall be affected by notice to the
contrary.
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 Indenture or any indenture
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 issuer
hereof, expressly waived and released.
This Note 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 equal to the original issue discount
amortized from the Original Issue Date 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 any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to Notes denominated in
a foreign currency, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center of the country issuing the Specified Currency (or, if
the Specified Currency is Euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open);
(c) the term "Principal Financial Center" means (i) the capital city of
the country issuing the currency in which the Notes are denominated 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, if Australian dollars is
the currency in which the Notes are
denominated, Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
(d) 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.
(e) all other terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants in the entireties
JT TEN-as joint tenants with right of ownership and not as tenants
in common
UNIF GIFT MIN ACT- Custodian
----------------------------------
(Cust)
(Minor)
-----------------------------------
Under Uniform Gifts to Minors Act (State)
Additional abbreviations may also be used
though not in the above list.
------------------
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING
ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing such
person attorney to transfer such Note on the books
of the Company, with full power of substitution in
the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within Note in every particular
without alteration or enlargement or any
change whatsoever.
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.