FORM OF TEMPORARY GLOBAL FLOATING RATE BEARER NOTE
Temporary Global Floating Rate Bearer Note
GENERAL ELECTRIC CAPITAL CORPORATION
BEARER BEARER
No. TGFL [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) 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.](4)
THIS SECURITY IS A TEMPORARY GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, REPRESENTING
(AND EXCHANGEABLE FOR) DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES. IF SO PROVIDED HEREIN, THIS GLOBAL NOTE MAY ALSO BE EXCHANGED
DIRECTLY FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).
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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE OR FOR DEFINITIVE NOTES, THIS GLOBAL NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
----------
(1) Insert Principal Amount.
(2) Insert Optional Payment Amount if the Note has a 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
(Floating Rate)
SERIES:
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
INDEX CURRENCY:_________________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: ____________
[ ] Telerate Page: __________
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: OTHER PROVISIONS:
[ ] Yes
[ ] No
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to each of Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System (the "Euroclear Operator"), and
Cedelbank ("Cedelbank"), or any other recognized or agreed clearing system, with
respect to that portion of this Note held for its account, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) specified in
Schedule A hereto, 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).
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date, until the
principal hereof has been paid or duly made available for payment, in each case,
upon Certification. Upon the payment of interest on this Note, the Fiscal and
Paying Agent (as defined below) shall cause Schedule A of this Note to be
endorsed to reflect such payment of interest and the amount of interest so paid
shall be noted. No payments on this Note will be made at any office or agency
maintained by the Company in the United States for the payment of principal of,
premium, if any, and interest, if any, on this Note, nor will any such payment
be made by mail to an address in the United States or by transfer to an account
maintained by the holder of this Note with a bank in the United States.
Notwithstanding the foregoing, if this Note is payable in U.S. dollars and if
payment in U.S. dollars of the full amount payable on this Note at the offices
of all paying agencies outside the United States 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 bearer form and represents a portion of a duly
authorized issue of Euro Medium-Term Notes of the Series specified above, issued
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 Capital Canada Retailer Financial
Services Company and The Chase Manhattan Bank, London Branch, 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"). The Notes are issuable in bearer form (the "Bearer Notes"), with
interest coupons attached (except in the case of Bearer Notes in global form),
and (if so provided above) are also issuable in fully registered form, without
coupons (the "Registered Notes" and, together with the Bearer Notes, the
"Notes"). Unless otherwise specified above, the definitive Bearer Notes, with
interest coupons attached, are issuable in the denominations of 1,000 units,
10,000 units or 100,000 units of the Specified Currency indicated on the face
hereof and the definitive Registered Notes are issuable 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.
Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Floating Rate Bearer Note (the"Permanent
Global Floating Rate Bearer Note") (or if so specified above, the definitive
Floating Rate Bearer Notes or definitive Floating Rate Registered Notes) to be
issued in exchange for this Note, which terms and conditions are hereby
incorporated by reference herein mutatis mutandis and shall be binding on the
Company and the holder hereof as if fully set forth herein.
This Note is exchangeable in whole or from time to time in part for (i) an
interest (equal to the principal amount of the Bearer Notes being exchanged
theretofore represented by this Note) in a single Permanent Global Floating Rate
Bearer Note or (ii) if so specified above, an equal principal amount of
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes upon request of the Euroclear Operator or Cedelbank, acting on behalf of
the owner of a beneficial interest in the Note, to the Fiscal and Paying Agent
only on or after the Exchange Date upon Certification to the effect that the
Notes to be issued upon such exchange are not being acquired by or on behalf of
a United States Person or, if a United States Person has a beneficial interest
in the Notes, that such person is (i) a Qualifying Foreign Branch purchasing for
its own account or for resale, (ii) a United States Person who acquires the
Notes through a Qualifying Foreign Branch and who holds the obligation through
such financial institution on the date of Certification, or (iii) a financial
institution who acquires the Notes for purposes of resale during the Restricted
Period other than for purposes of resale directly or indirectly to a United
States Person or to a person within the United States. Upon exchange of any
portion of this Note for a Permanent Global Floating Rate Bearer Note (or
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes), the Fiscal and Paying Agent shall cause Schedule A of this Note to be
endorsed to reflect the reduction of its principal amount by an amount equal to
the aggregate principal amount being so exchanged. Except as otherwise provided
herein, until exchanged for a Permanent Global Floating Rate Bearer Note (or
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes), this Note shall in all respects be entitled to the same benefits under
the Fiscal Agency Agreement as a duly authenticated and delivered definitive
Note.
If this Note is subject to a tax redemption or if all or any portion of
the principal hereof is accelerated, each as described in the Fiscal Agency
Agreement, payment of the amount due upon any such redemption or acceleration
shall be subject to receipt of Certification.
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 or be valid or obligatory for any
purpose.
As used herein:
(a) 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; (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 euros, such day is
also TARGET Settlement Date. For purposes of this definition, the principal
financial center of the United States is New York;
(b) the term "Certification" means a certificate substantially in the form
of Exhibit B-2 hereto delivered by the Euroclear Operator or Cedelbank, as the
case may be, which certificate is based on a certificate substantially in the
form of Exhibit B-1 hereto provided to it by its account holders;
(c) the term "Qualifying Foreign Branch" means a branch of a United States
financial institution, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v), located outside the United States that is purchasing for its
own account or for resale and that has agreed, as a condition of purchase, to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended and the regulations thereunder;
(d) the term "Restricted Period" with respect to each issuance means the
period which begins on the earlier of the date on which the Company receives the
proceeds of the sale of this Note with respect to its issuance or the first date
on which this Note is offered to persons other than the Agents, and which ends
40 days after the date on which the Company receives the proceeds of the sale of
this Note; provided that if this Note is held as part of an unsold allotment or
subscription, any offer or sale of this Note shall be deemed to be during the
Restricted Period;
(e) 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;
(f) the term "United States Person" means (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and
(g) 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.
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 (NATIONAL ASSOCIATION),
as Fiscal and Paying Agent
By:______________________________
Authorized Officer
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______. The following
payments of interest and exchanges of a part of this Note for an interest in a
single Permanent Global Floating Rate Bearer Note (or if so specified above, for
definitive Notes) have been made:
--------
(5) To be used instead of "Principal" if the Note has a dual-currency or index
feature.
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-1
CERTIFICATE
-------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that (a)
are foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Notes
through foreign branches of United States financial institutions and who hold
the Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the Notes is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) such financial institution has not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
EXHIBIT B-1
Page 2
This certification excepts and does not relate to $____ of such interest
in the above Notes in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Notes (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:________________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
By:_______________________________
(Authorized Signatory)
Name:
Title:
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-2
CERTIFICATE
-------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency
Agreement, as of the date hereof, _________principal amount of the
above-captioned Notes (i) is owned by persons that are not citizens or residents
of the United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
EXHIBIT B-2
Page 2
We further certify (i) that we are not making available herewith for
exchange any portion of the temporary global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
are no longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:___________________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER CLEARANCE SYSTEM]
By:__________________________________
Temporary Global Floating Rate Bearer Note
GENERAL ELECTRIC CAPITAL CORPORATION
BEARER BEARER
No. TGFL [ ](1)
[ ](2)
[THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT
SECURITY](3) 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.](4)
THIS SECURITY IS A TEMPORARY GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, REPRESENTING
(AND EXCHANGEABLE FOR) DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN
REGISTERED NOTES. IF SO PROVIDED HEREIN, THIS GLOBAL NOTE MAY ALSO BE EXCHANGED
DIRECTLY FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).
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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE OR FOR DEFINITIVE NOTES, THIS GLOBAL NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
----------
(1) Insert Principal Amount.
(2) Insert Optional Payment Amount if the Note has a 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
(Floating Rate)
SERIES:
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
INDEX CURRENCY:_________________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: ____________
[ ] Telerate Page: __________
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: OTHER PROVISIONS:
[ ] Yes
[ ] No
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to each of Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System (the "Euroclear Operator"), and
Cedelbank ("Cedelbank"), or any other recognized or agreed clearing system, with
respect to that portion of this Note held for its account, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) specified in
Schedule A hereto, 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).
Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date, until the
principal hereof has been paid or duly made available for payment, in each case,
upon Certification. Upon the payment of interest on this Note, the Fiscal and
Paying Agent (as defined below) shall cause Schedule A of this Note to be
endorsed to reflect such payment of interest and the amount of interest so paid
shall be noted. No payments on this Note will be made at any office or agency
maintained by the Company in the United States for the payment of principal of,
premium, if any, and interest, if any, on this Note, nor will any such payment
be made by mail to an address in the United States or by transfer to an account
maintained by the holder of this Note with a bank in the United States.
Notwithstanding the foregoing, if this Note is payable in U.S. dollars and if
payment in U.S. dollars of the full amount payable on this Note at the offices
of all paying agencies outside the United States 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 bearer form and represents a portion of a duly
authorized issue of Euro Medium-Term Notes of the Series specified above, issued
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 Capital Canada Retailer Financial
Services Company and The Chase Manhattan Bank, London Branch, 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"). The Notes are issuable in bearer form (the "Bearer Notes"), with
interest coupons attached (except in the case of Bearer Notes in global form),
and (if so provided above) are also issuable in fully registered form, without
coupons (the "Registered Notes" and, together with the Bearer Notes, the
"Notes"). Unless otherwise specified above, the definitive Bearer Notes, with
interest coupons attached, are issuable in the denominations of 1,000 units,
10,000 units or 100,000 units of the Specified Currency indicated on the face
hereof and the definitive Registered Notes are issuable 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.
Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Floating Rate Bearer Note (the"Permanent
Global Floating Rate Bearer Note") (or if so specified above, the definitive
Floating Rate Bearer Notes or definitive Floating Rate Registered Notes) to be
issued in exchange for this Note, which terms and conditions are hereby
incorporated by reference herein mutatis mutandis and shall be binding on the
Company and the holder hereof as if fully set forth herein.
This Note is exchangeable in whole or from time to time in part for (i) an
interest (equal to the principal amount of the Bearer Notes being exchanged
theretofore represented by this Note) in a single Permanent Global Floating Rate
Bearer Note or (ii) if so specified above, an equal principal amount of
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes upon request of the Euroclear Operator or Cedelbank, acting on behalf of
the owner of a beneficial interest in the Note, to the Fiscal and Paying Agent
only on or after the Exchange Date upon Certification to the effect that the
Notes to be issued upon such exchange are not being acquired by or on behalf of
a United States Person or, if a United States Person has a beneficial interest
in the Notes, that such person is (i) a Qualifying Foreign Branch purchasing for
its own account or for resale, (ii) a United States Person who acquires the
Notes through a Qualifying Foreign Branch and who holds the obligation through
such financial institution on the date of Certification, or (iii) a financial
institution who acquires the Notes for purposes of resale during the Restricted
Period other than for purposes of resale directly or indirectly to a United
States Person or to a person within the United States. Upon exchange of any
portion of this Note for a Permanent Global Floating Rate Bearer Note (or
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes), the Fiscal and Paying Agent shall cause Schedule A of this Note to be
endorsed to reflect the reduction of its principal amount by an amount equal to
the aggregate principal amount being so exchanged. Except as otherwise provided
herein, until exchanged for a Permanent Global Floating Rate Bearer Note (or
definitive Floating Rate Bearer Notes and/or definitive Floating Rate Registered
Notes), this Note shall in all respects be entitled to the same benefits under
the Fiscal Agency Agreement as a duly authenticated and delivered definitive
Note.
If this Note is subject to a tax redemption or if all or any portion of
the principal hereof is accelerated, each as described in the Fiscal Agency
Agreement, payment of the amount due upon any such redemption or acceleration
shall be subject to receipt of Certification.
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 or be valid or obligatory for any
purpose.
As used herein:
(a) 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; (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 euros, such day is
also TARGET Settlement Date. For purposes of this definition, the principal
financial center of the United States is New York;
(b) the term "Certification" means a certificate substantially in the form
of Exhibit B-2 hereto delivered by the Euroclear Operator or Cedelbank, as the
case may be, which certificate is based on a certificate substantially in the
form of Exhibit B-1 hereto provided to it by its account holders;
(c) the term "Qualifying Foreign Branch" means a branch of a United States
financial institution, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v), located outside the United States that is purchasing for its
own account or for resale and that has agreed, as a condition of purchase, to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended and the regulations thereunder;
(d) the term "Restricted Period" with respect to each issuance means the
period which begins on the earlier of the date on which the Company receives the
proceeds of the sale of this Note with respect to its issuance or the first date
on which this Note is offered to persons other than the Agents, and which ends
40 days after the date on which the Company receives the proceeds of the sale of
this Note; provided that if this Note is held as part of an unsold allotment or
subscription, any offer or sale of this Note shall be deemed to be during the
Restricted Period;
(e) 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;
(f) the term "United States Person" means (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or (iii) an estate or trust
the income of which is subject to United States federal income taxation
regardless of its source; and
(g) 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.
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 (NATIONAL ASSOCIATION),
as Fiscal and Paying Agent
By:______________________________
Authorized Officer
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______. The following
payments of interest and exchanges of a part of this Note for an interest in a
single Permanent Global Floating Rate Bearer Note (or if so specified above, for
definitive Notes) have been made:
--------
(5) To be used instead of "Principal" if the Note has a dual-currency or index
feature.
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-1
CERTIFICATE
-------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that (a)
are foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Notes
through foreign branches of United States financial institutions and who hold
the Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the Notes is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) such financial institution has not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
EXHIBIT B-1
Page 2
This certification excepts and does not relate to $____ of such interest
in the above Notes in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Notes (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:________________, 19__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[Name of Account Holder]
By:_______________________________
(Authorized Signatory)
Name:
Title:
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CEDELBANK]
EXHIBIT B-2
CERTIFICATE
-------------------------------
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No. ____.
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency
Agreement, as of the date hereof, _________principal amount of the
above-captioned Notes (i) is owned by persons that are not citizens or residents
of the United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States persons"), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Notes for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
EXHIBIT B-2
Page 2
We further certify (i) that we are not making available herewith for
exchange any portion of the temporary global Note excepted as set forth herein
and (ii) that as of the date hereof we have not received any notification from
any of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
are no longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated:___________________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System]
[CEDELBANK]
[OTHER CLEARANCE SYSTEM]
By:__________________________________