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purpose of issuing any such promissory note, loan agreement or other indebtedness will be to enable us, directly or indirectly, to provide funds for payment of the primary securities by means of our repayment obligation as evidenced by the promissory note, loan agreement or other indebtedness. The promissory notes, loan agreements or other indebtedness will provide that only the issuer of the primary securities to which such promissory notes, loan agreements or other indebtedness relate or the issuer's assignee will be entitled to enforce such promissory notes, loan agreements or other indebtedness against us. Holders of the relevant primary securities will not have any third party beneÑciary or other rights under, or be entitled to enforce, the relevant promissory notes, loan agreements or other indebtedness. The terms and provisions of any such note, loan agreement or other indebtedness, including principal amount, provisions or interest and premium, if applicable, maturity, prepayment provisions, if any, and identity of obligee, will be described in the applicable prospectus supplement.

Indenture For Certain Support Obligations

Obligations that are issued in the form of promissory notes or loan obligations, and the related interests, may be issued under an indenture, dated as of June 3, 1994, between us and JPMorgan Chase Bank, N.A. as successor trustee (the ""Support Obligation Trustee''), as supplemented by a First Supplemental Indenture dated as of February 1, 1997 and a Second Supplemental Indenture dated as of July 2, 2001 (the ""Support Indenture''). To the extent that the following disclosure summarizes certain provisions of the indenture, such summaries do not purport to be complete, and are subject to, and are qualiÑed in their entirety by reference to, all the provisions of the Support Indenture, a form of which is Ñled as an exhibit to the registration statement of which this prospectus is a part.

The following is a summary of certain provisions which will apply to any promissory notes or loan obligations issued pursuant to the Support Indenture.

ModiÑcation:

In

general,

our

rights

and

obligations

and

the

rights

of

the

holders

under

the

indenture

may be modiÑed if the holders of not less than 662/3% in aggregate principal amount of the outstanding support

obligations of each series aÅected by the modiÑcation consent to it. However, Indenture provides that, unless each aÅected holder agrees, we cannot:

Section

10.2

of

the

Support

‚ change the character of any support obligation from being payable other than as provided in any related support obligation agreement;

‚ reduce the principal amount of a support obligation;

‚ change the currency in which we have to make payment on a support obligation to a currency other than United States dollars; or

‚ reduce the percentage of the aggregate principal amount of support obligations needed to make any amendment to the indenture.

However, if we and the Support Obligation Trustee agree, we can amend the Support Indenture without notifying any holders or seeking their consent if the amendment does not materially and adversely aÅect any

holder. Event of Default:

Any event of default with respect to any series of support obligations issued pursuant

to the Support Indenture is deÑned in the Support Indenture as being (a) a default in any payment of

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