FIFTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT

Exhibit 4(f)

FIFTH AMENDED AND RESTATED
FISCAL AND PAYING AGENCY AGREEMENT

among

GENERAL ELECTRIC CAPITAL CORPORATION
GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467)
GE CAPITAL CANADA FUNDING COMPANY
GE CAPITAL EUROPEAN FUNDING
GE CAPITAL UK FUNDING

and

JPMORGAN CHASE BANK

and

J.P. MORGAN BANK LUXEMBOURG S.A.

and

J.P. MORGAN BANK (IRELAND) p.l.c.

Euro Medium-Term Notes and Other Debt Securities Due
9 Months or More from Date of Issue

Dated as of May 21, 2004

 

      FIFTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT , dated as of May 21, 2004 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GE Capital"), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia ("GEC Australia Funding"), GE CAPITAL CANADA FUNDING COMPANY, a company incorporated under the laws of the Province of Nova Scotia, Canada ("GEC Canada Funding"), GE CAPITAL EUROPEAN FUNDING ("GECEF") and GE CAPITAL UK FUNDING ("GECUKF", and together with GECEF, the "Irish Issuers" and each an "Irish Issuer", each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2003) (GEC Australia Funding, GEC Canada Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 19 hereof, each an "Issuer" and collectively, the "Issuers") and JPMORGAN CHASE BANK, as fiscal and principal paying agent, J.P. MORGAN BANK LUXEMBOURG S.A. as initial registrar, Luxembourg paying agent and Luxembourg transfer agent, and J.P. MORGAN BANK (IRELAND) p.l.c. as Irish Paying Agent (such agreement, as further amended and supplemented from time to time, the "Agreement").

      Pursuant to the Fifth Amended and Restated Distribution Agreement, dated May 21, 2004, among the Issuers (including GE Capital in its capacity as guarantor (the "Guarantor") of Notes issued by an Issuer other than GE Capital) and the agents named therein (the "Agents") (as further amended from time to time, the "Distribution Agreement"), each Issuer has agreed to issue from time to time its Euro Medium-Term Notes ("Medium Term Notes") and other debt securities ("Other Debt Securities") having maturities from 9 months or more from date of issue (collectively, Medium Term Notes and Other Debt Securities are referred to herein as the "Notes"). The Guarantor has agreed to guarantee Notes issued pursuant to this Agreement by each Issuer other than GE Capital in the form of the guarantee attached hereto as Exhibit D-1 (the "Guarantee"). Administrative procedures, which have been agreed to by the Issuers (including GE Capital in its capacity as Guarantor) and the Agents as of the date hereof, are attached as Exhibit A hereto (such procedures, as amended from time to time pursuant to the Distribution Agreement, are hereinafter referred to as the "Administrative Procedures").

      Pursuant to this Agreement, the Fourth Amended and Restated Fiscal and Paying Agency Agreement dated May 23, 2003 (the "Prior Agency Agreement") shall be amended and restated on the terms of this Agreement. Any Notes issued on or after the date of this Agreement shall be issued pursuant to this Agreement, but this shall not affect any Notes issued prior to the date of this Agreement. Subject to such amendment and restatement, the Prior Agency Agreement shall continue in full force and effect.

      1. Appointment of Paying Agents . Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby appoint JPMorgan Chase Bank, acting through its London Branch located at Trinity Tower, 9 Thomas More Street, London E1W 1YT, England, as the fiscal agent and as the principal paying agent (in such capacities and including any successor fiscal and paying agent appointed hereunder, the "Fiscal and Paying Agent"), J.P. Morgan Bank Luxembourg S.A. as paying agent (the "Luxembourg Paying Agent") and J.P. Morgan Bank (Ireland) p.l.c. as Irish paying agent (the "Irish Paying Agent", and, together with the Fiscal and Paying Agent and the Luxembourg Paying Agent, the "Paying Agents"), in each case in respect of the Notes, upon the terms and subject to the conditions stated herein and in the Notes certified from time to time pursuant to Section 2 hereof. Each of the Fiscal and Paying Agent, the Luxembourg Paying Agent and the Irish Paying Agent hereby accepts such appointment and agrees, upon such terms and subject to such conditions, to perform its respective obligations under this Agreement, the Notes certified from time to time pursuant to Section 2 hereof and the Administrative Procedures. In addition, unless otherwise agreed by the parties hereto, the Fiscal and

Paying Agent agrees to appoint its local branch or affiliate located in the jurisdiction of the country where any Notes are listed from time to time as an additional paying agent, to the extent required by the rules and regulations of the applicable exchange and to the extent the Fiscal and Paying Agent has a branch or affiliate located in such jurisdiction.

      2. Notes Issuable in Series .

      (a) Each Issuer may issue Notes hereunder in one or more series of Notes, each series (a "Series") having identical terms but for authentication date and public offering price; provided that a Series of Notes may not comprise Notes in bearer form ("Bearer Notes") and Notes in registered form ("Registered Notes"). Each such Series may contain one or more tranches of Notes, each such tranche (a "Tranche") having identical terms, including authentication date and public offering price; provided that a Tranche of Notes may not comprise Bearer Notes and Registered Notes.

      (b) Notes issued hereunder shall be issued pursuant to authority granted by the Board of Directors of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor or any duly authorized committee thereof and shall be in such form as shall be certified to the Fiscal and Paying Agent from time to time by any one authorized person, as specified in Section 3(a) hereof.

      (c) Prior to the issue of the first Tranche of Notes of a Series hereunder, the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor shall advise the Fiscal and Paying Agent in writing of the following terms which shall be applicable to such Series of Notes (each such set of written instructions shall be provided by such persons as are designated by an Issuer Authorized Representative (as defined in Section 3(a)) from time to time in an incumbency certificate delivered to the Fiscal and Paying Agent and shall hereinafter be referred to as a "Corporate Order"):

 

 

 

 

 

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      All Notes of any one Series and coupons, if any, appertaining thereto, shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Corporate Order. The Notes and the coupons, if any, appertaining thereto shall be in substantially such form as shall be established pursuant to a resolution of the Board of Directors of the relevant Issuer and the Guarantor, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with the directions of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or any other clearance system specified for a particular Tranche or Series of Notes, or any successors thereto, or with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange, competent listing authority and/or quotation system on or by which such Notes may be listed, quoted and/or traded, or to conform to usage.

      (d) An additional Tranche of the same Series may be issued subsequent to the original issue date of any Notes of such Series (hereinafter called "Additional Notes") following the receipt by the Fiscal and Paying Agent of a Corporate Order pertaining to such Tranche, which Corporate Order will identify the Series to which such Tranche belongs and the issue date and aggregate principal amount of the Notes of such Tranche. Any such Additional Notes shall be issued initially as provided in Section 3. In the event Additional Notes are issued prior to the Exchange Date (as hereinafter defined) for a temporary global Bearer Note representing a prior Tranche of Notes of the same Series, the Exchange Date for such prior Tranche of Notes may be extended to a date not less than 40 days after the issue date of such Additional Notes; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. Additional Notes, together with each prior and subsequent Tranche of Notes of the same Series, shall constitute one and the same Series of Notes for all purposes under this Agreement.

      3. Execution and Authentication of Notes; Date and Denomination of Notes

      (a) Execution, delivery and safekeeping of Notes . The Notes and, if applicable, coupons appertaining thereto in the form certified to the Fiscal and Paying Agent pursuant to the provisions of Section 2(b) shall each be executed (i) in the case of Notes issued by GE Capital, by any one of GE Capital's Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact of GE Capital or (ii) in the case of Notes issued by an Issuer other than GE Capital, by a duly authorized officer of such Issuer or a duly authorized attorney-in-fact of such Issuer (each an "Issuer Authorized Representative"). Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Notes or the coupons. Each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the relevant Issuer attested by the Secretary or any Assistant Secretary of such Issuer. In case any authorized officer of such Issuer or attorney-in-fact who shall have signed any Note or coupon shall cease to hold such office or be such

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attorney-in-fact before the Note so signed (or the Note to which the coupon so signed is attached) shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by such Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note or coupon had not ceased to hold such office or be such attorney-in-fact; and any Note or coupon may be signed on behalf of such Issuer by any person who, as at the actual date of the execution of such Note or coupon, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

      The relevant Issuer will furnish the Fiscal and Paying Agent with an adequate supply of Notes having attached thereto appropriate coupons, if any, in the forms approved in accordance with Section 2(b) of this Agreement, bearing consecutive control numbers. Such Notes shall have been executed by an Issuer Authorized Representative and attested by the Secretary or an Assistant Secretary of such Issuer in accordance with this Section. The Fiscal and Paying Agent or its designated agent will hold such blank Notes in safekeeping in accordance with its customary practice and shall issue such Notes in the order of the control numbers imprinted thereon. The Fiscal and Paying Agent will permit the relevant Issuer and its agents, at all reasonable times and upon reasonable notice, to examine the Notes and all books, records and other materials and information of the Fiscal and Paying Agent relating thereto.

      (b) Execution of Guarantee . The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

      (c) Authentication of temporary global Notes . Unless otherwise specified in the applicable Corporate Order or by the relevant Agent or Agents, each Tranche of Notes, including any Tranche of Additional Notes issued prior to the Exchange Date for a prior Tranche of Notes of the same Series, shall initially be issued in the form of a single temporary global Note. The temporary global Notes shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with a common depositary (the "Common Depositary") for the accounts of Euroclear and Clearstream, Luxembourg or any other recognized and agreed clearing system for credit to the respective securities clearance accounts of the relevant Agents (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg or other recognized and agreed clearing system. For purposes of this Agreement "Exchange Date" for

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any Series of Notes shall mean the first Business Day that is at least 40 days after the issue date of such Series; provided that in the event a Tranche of Additional Notes of the same Series is issued prior to the Exchange Date of a prior Tranche of such Series (as such Exchange Date may have been extended pursuant to this sentence), such Exchange Date shall be extended (or further extended, as the case may be) to a date not earlier than 40 days after the issue date of such subsequent Tranche; provided however, in no event shall the Exchange Date for any Tranche of Notes be extended to a date more than 160 days after their issue date. No such exchange will be made on a day that is not a London Business Day, but shall instead be made on the next succeeding day that is a London Business Day. For the purposes of this Clause 3(c) "London Business Day" means a day upon which banks are generally open for business (including dealings in foreign currency) in London, England.

      (d) Exchange of temporary global Notes; certification requirements . On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, (in the case of Notes listed on the Luxembourg Stock Exchange) the Luxembourg Paying Agent, (in the case of Notes listed on the Irish Stock Exchange) the Irish Paying Agent and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the Exchange Date for any Series of Notes, upon the request of the Common Depositary, acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system, acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system for credit to the respective accounts of such holders.

      Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, such temporary global Note shall be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

      (e) Exchange of permanent global Note; certification requirements . Holders of Notes desiring to exchange their interests in any permanent global Note for definitive Notes in bearer form or (if the relevant Corporate Order so allows) for definitive Notes in registered form shall instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such exchange on their behalf and shall deliver to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit C-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent and each other paying agent of the relevant Issuer and (in the case of

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Notes issued by an Issuer other than GE Capital) the Guarantor. Upon the request of the Common Depositary, acting on behalf of Euroclear, Clearstream, Luxembourg and/or other clearance system, acting in turn on behalf of such holders, the Fiscal and Paying Agent shall, upon 30 days' written notice, authenticate and deliver outside the United States and outside the jurisdiction of incorporation or organization of the relevant Issuer (except in compliance with the securities and other laws and regulations of such jurisdiction, including any applicable laws and regulations of any political subdivision thereof) to or for the account of such holders, definitive Notes in an aggregate principal amount equal to the aggregate principal amount of such permanent global Note, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit C-2 hereto. All expenses incurred as a result of any such exchange shall be paid by the relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Notwithstanding anything to the contrary contained in this subsection 3(e), the Fiscal Agent shall not be required to exchange the entire aggregate principal amount of a permanent global Note for definitive Bearer Notes in the event holders of less than the entire aggregate principal amount of the permanent global Note have requested definitive Bearer Notes, provided the operating rules and regulations of the clearance system then in effect would permit less than the entire aggregate principal amount of the permanent global Note to be so exchanged.

      Each permanent global Note shall in all respects be entitled to the same benefits under this Agreement as definitive Notes authenticated and delivered hereunder.

      Any certification referred to in Section 3(c) or (d) above which is delivered to the Fiscal and Paying Agent by Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, may be relied upon by the Fiscal and Paying Agent as conclusive evidence that the corresponding certification or certifications of the holder or holders have been delivered to Euroclear, Clearstream, Luxembourg or such other clearance system, as the case may be, pursuant to the terms of this Agreement and the terms of the Notes.

      (f) Authentication of Registered Notes . If so specified in the applicable Corporate Order, Notes of any Series may be issued in fully registered form. Such Corporate Order will specify whether Registered Notes of such Series may be issued in exchange for Bearer Notes of such Series and whether the Notes of such Series may initially be issued in permanent global or definitive form. Registered Notes shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent and, in the case of permanent global Registered Notes, registered in the name of a nominee for and deposited with the Common Depositary for the accounts of Euroclear, Clearstream, Luxembourg, and/or another recognized clearance system, for credit to the respective securities clearance accounts of the relevant Agents (or to such other accounts as they may have directed) maintained with Euroclear, Clearstream, Luxembourg, another clearance system or The Depository Trust Company in New York City for credit to the respective accounts of the relevant Agents (or to such other accounts as they may have directed) maintained with The Depository Trust Company or such other clearance and settlement organization as is specified in the applicable Corporate Order.

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      4. Exchange and Registration of Transfer of Notes .

      (a) Exchange of Registered Notes . Registered Notes of any Series may be exchanged for a like aggregate principal amount of Registered Notes of the same Series of other authorized denominations. Bearer Notes will not be issuable in exchange for Registered Notes.

      If so provided in the relevant Corporate Order, Bearer Notes of any Series (with all unmatured coupons, if any, and all matured coupons, if any, then in default, attached thereto) will be exchangeable (upon the terms, set forth in Section 3) for Registered Notes of the same Series of any authorized denominations and in an equal aggregate principal amount. Bearer Notes surrendered in exchange for Registered Notes after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the coupon relating to such date for payment of interest.

      Notes to be exchanged pursuant to the preceding two paragraphs shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor for such purpose in accordance with the provisions of Section 5 or at any of such other offices or agencies as may be designated and maintained by such Issuer and the Guarantor for such purpose in accordance with the provisions of Section 5, and such Issuer shall execute and register, the Guarantor shall cause the Guarantee to be endorsed thereon and the Fiscal and Paying Agent shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. The term "Noteholder," "holder of Notes," or other similar terms, shall mean, (a) with respect to any Registered Note, the person in whose name at the time such Registered Note is registered on the books of the relevant Issuer kept for that purpose in accordance with the terms hereof or (b) with respect to any Bearer Note, the bearer thereof. Each person designated by the relevant Issuer as a person authorized to register and register transfer of the Notes is sometimes herein referred to as a "Registrar." In no event shall such Issuer designate more than one Registrar for each Series of Registered Notes. No person shall at any time be designated as or act as a Registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

      (b) Transfers of Registered Notes . Each Registrar shall keep, at each such office or agency outside of the United Kingdom, a register for each Series of Notes (for which it has been appointed Registrar) issuable in registered form (the registers of all Registrars being herein sometimes collectively referred to as the "Register") in which, subject to such reasonable regulations as it may prescribe, the Registrar shall register Registered Notes and shall register the transfer of Registered Notes as herein provided. The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Register shall be open for inspection by the relevant Issuer, the Guarantor, the Fiscal and Paying Agent and any Registrar. Upon due presentment for registration of transfer of any Registered Note of any Series at any designated office or agency, such Issuer shall execute, the Guarantor shall (in the case of Notes issued by an Issuer other than GE Capital) cause the Guarantee to be endorsed thereon, the Registrar shall register and the Fiscal and Paying Agent shall authenticate and deliver in the name of the transferee or transferees a new Registered Note or Registered Notes of the same Series for an equal aggregate principal amount. Registration or registration of transfer of any Registered Note by any Registrar in the Register maintained by such

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Registrar, and delivery of such Registered Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Registered Note.

      All Registered Notes presented for registration of transfer or for exchange, redemption, repayment or payment shall (i) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and the Registrar duly executed by, the holder or his attorney duly authorized in writing and (ii) be accompanied by a duly completed Form W-8BEN or other applicable form required by the United States Internal Revenue Code of 1986, as amended, of the transferee.

      If so specified in the applicable Corporate Order, the transfer of some or all of the Registered Notes of any Series may be subject to the restrictions set forth therein. If so specified in such Corporate Order, the Registrar for such Notes shall not register the transfer of any such Notes absent compliance with such restrictions.

      (c) Exchange and transfer of Bearer Notes . Bearer Notes in definitive form of any Series will be exchangeable for Bearer Notes in definitive form of the same Series in other authorized denominations, in an equal aggregate principal amount. Bearer Notes to be so exchanged shall be surrendered, at the option of the holders thereof, at the office of any Paying Agent appointed by the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor to perform such service in accordance with the provisions of Section 5, and such Issuer shall execute, the Guarantor shall cause the Guarantee to be endorsed thereon and such Paying Agent shall authenticate and deliver in exchange therefor the Bearer Note or Notes which the Noteholder making the exchange shall be entitled to receive. Bearer Notes and any coupons appertaining thereto will be transferable by delivery.

      (d) Repository of master list of holders of Registered Notes . The relevant Issuer will at all times designate one person (who may be such Issuer and who need not be the Registrar of any Series) to act as repository of a master list of names and addresses of the holders of the Registered Notes. J.P. Morgan Bank Luxembourg S.A. shall act as such repository unless and until some other person is, by written notice from such Issuer to J.P. Morgan Bank Luxembourg S.A., copied to the fiscal and paying agent and each Registrar, designated by such Issuer to act as such. Such Issuer shall cause each Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable.

      (e) Miscellaneous . Except as provided in Section 3(d), no service charge shall be made for any exchange or registration of transfer of Notes, but the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor may require payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in connection therewith.

      The relevant Issuer shall not be required (i) to issue, register the transfer of or exchange Notes to be redeemed for a period of fifteen calendar days preceding the first publication of the relevant notice of redemption, or if Registered Notes are outstanding and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Notes selected for redemption, in whole or in part, except the unredeemed portion of any such Registered Notes being redeemed in part, or (iii) to exchange any Bearer Notes selected for redemption, except that such Bearer Notes may be exchanged for Registered Notes of like tenor, provided that such Registered Notes shall be

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simultaneously surrendered for redemption or (iv) to register transfer of or exchange any Notes surrendered for optional repayment, in whole or in part.

      Notwithstanding anything herein or in the terms of any Notes to the contrary, none of the relevant Issuer, the Fiscal and Paying Agent or any agent of such Issuer or the Fiscal and Paying Agent shall be required to exchange any Bearer Note for a Registered Note if such exchange would result in adverse income tax consequences to such Issuer (such as, for example, the inability of such Issuer to deduct from its income, as computed for income tax purposes, the interest payable on the Bearer Notes) under (i) then applicable United States Federal income tax laws, or (ii) in the case of an Issuer other than GE Capital, then applicable income tax laws or regulations of the jurisdiction of incorporation or organization of the Issuer or any political subdivision thereof or therein.

      5. Payments of Principal, Premium and Interest; Paying Agents .

      (a) Payment generally . In order to provide for the payment of the principal of, premium and interest on each Series of Notes as the same shall become due and payable on any payment date, the relevant Issuer hereby agrees to pay to the Fiscal and Paying Agent at the place and in the manner specified below or to such account or at such offices of any paying agent outside of the United States and, in the case of Notes issued by an Issuer other than GE Capital, outside the jurisdiction of incorporation or organization of the relevant Issuer, as the Fiscal and Paying Agent shall specify in writing to such Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor, such writing to be delivered not less than five calendar days prior to the payment date, in such currency or currency units as shall be required to make the payment due on such payment date, on each interest payment date and on the maturity date of such Series of Notes or any date fixed for redemption or acceleration of such Series of Notes (in each case determined in accordance with the terms of such Notes), in immediately available funds available on such interest payment, maturity, redemption or acceleration date, as the case may be, in an aggregate amount which (together with any funds then held by the Fiscal and Paying Agent and available for the purpose) shall be sufficient to pay the entire amount of the principal of, premium and interest on such Series of Notes (including Additional Amounts (as defined below), if any, becoming due on such interest payment, maturity, redemption or acceleration date), and the Fiscal and Paying Agent shall hold such amount in trust and apply it to the payment of any such principal, premium or interest on such interest payment, maturity, redemption or acceleration date. Nothing contained herein shall be construed to require the Fiscal and Paying Agent or any other paying agent to make any payment to the holder of a Note until funds have been received from the relevant Issuer pursuant to this Section.

      (b) Payments on temporary global Notes; certification requirements . Holders of any temporary global Note may receive interest payments prior to the Exchange Date of such temporary global Note; provided such holders deliver a certificate or certificates to Euroclear, Clearstream, Luxembourg or, if specified in the Corporate Order, other recognized clearing system substantially in the form set forth in Exhibit B-1 and instruct Euroclear, Clearstream, Luxembourg or other clearance system, as the case may be, to request such interest payment on their behalf. Upon the request of the Depositary, acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system, acting in turn on behalf of holders of Notes, the Fiscal and Paying Agent shall make payments of interest to the holders of interests in temporary global Notes, but only upon delivery by Euroclear, Clearstream, Luxembourg, or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto.

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      In the event of redemption or acceleration of all or any part of any temporary global Note prior to its Exchange Date, holders will be entitled to receive payment on or after the date fixed for such redemption or on which such acceleration occurs upon compliance by such holders and Euroclear, Clearstream, Luxembourg or other clearance system, as applicable, with the provisions of the preceding paragraph of this Section.

      (c) Payments on Registered Notes . The person in whose name any Registered Note of a particular Series is registered at the close of business or on any Record Date (as hereinafter defined) with respect to any interest payment date for such Series shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Registered Note upon any registration of transfer or exchange subsequent to the Record Date and prior to such interest payment date; provided however, that (i) if and to the extent that the relevant Issuer shall default in the payment of the interest on such interest payment date, such defaulted interest shall be paid to the persons in whose names outstanding Registered Notes of such Series are registered on a subsequent Record Date established by notice given by mail by or on behalf of such Issuer to the holders of such Registered Notes not less than 15 calendar days preceding such subsequent Record Date, such Record Date to be not less than five calendar days preceding the date or payment of such defaulted interest and (ii) interest payable at maturity, redemption or repayment of such Registered Note shall be payable to the person to whom principal shall be payable. The term "Record Date" as used in this Section with respect to any regular interest payment date, shall mean the fifteenth calendar day preceding such interest payment date, whether or not such fifteenth calendar day shall be a Business Day (as defined in Section 22).

      Interest on Registered Notes may at the option of the relevant Issuer be paid by check mailed to the persons entitled thereto at their respective addresses as such appear in the Register, or, at the option of any holder of $5,000,000 (or the equivalent thereof in one or more foreign or composite currencies) or more aggregate principal amount of Registered Notes of any Series and subject to applicable laws and regulations, be made by transfer to an account denominated in the currency in which such payment is to be made, maintained by such holder, if appropriate wire transfer instructions have been received by such Issuer or its agent not less than 10 calendar days prior to the applicable interest payment date.

      (d) Payments on Bearer Notes . Payments on Bearer Notes or the coupons appertaining thereto will, upon presentation of such Notes or coupons at a designated office outside of the United States, at the holder's option and subject to applicable laws and regulations, be made by check or wire transfer to an account denominated in the Specified Currency (unless otherwise provided in the applicable Corporate Order) in which such payment is to be made, maintained by such holder with a bank outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the jurisdiction of organization of the Issuer, if appropriate wire transfer instructions have been received by the relevant Issuer or its agent not less than 10 calendar days prior to the applicable interest payment date.

      The relevant Issuer will maintain one or more offices or agencies in a city or cities located outside the United States and (in the case of Notes issued by an Issuer other than GE Capital) outside the country of incorporation or organization of the relevant Issuer (including any city or country in which such an agency is required to be maintained under the rules of any stock exchange on which any of the Notes are listed) where any Bearer Notes issued hereunder and coupons, if any, appertaining thereto may be presented for payment. No payment on any Bearer Note or coupon will be made upon presentation of such Bearer Note or coupon at an agency of the relevant Issuer or the Guarantor within the United States or (in the case of Notes issued by an Issuer other than GE Capital) within the country of incorporation or organization of the relevant Issuer nor will any payment be made by transfer to an account in, or by check

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mailed to an address in, the United States or (in the case of Notes issued by an Issuer other than GE Capital) in the country of incorporation or organization of the relevant Issuer unless pursuant to applicable United States law or the laws or regulations of the country of incorporation or organization of the relevant Issuer or any political subdivision thereof or therein (in the case of Notes issued by an Issuer other than GE Capital) then in effect, such payment can be made without adverse tax consequences to such Issuer. Notwithstanding the foregoing, (a) payments in U.S. dollars on Bearer Notes and coupons appertaining thereto may be made at an agency of such Issuer maintained in the Borough of Manhattan, The City of New York if such payment in U.S. dollars at each agency maintained by such Issuer outside the United States for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or other similar restrictions, (b) payments in Canadian dollars on Bearer Notes and Coupons appertaining thereto may be made at an agency of such Issuer maintained in the City of Toronto if such payment in Canadian dollars at each agency maintained by such Issuer outside Canada for payment on such Bearer Notes is illegal or effectively precluded by exchange controls or similar restrictions, and (c) (in the case of Notes issued by an Issuer other than GE Capital) payments in such other currencies on Bearer Notes and Coupons appertaining thereto may be made at such location within the country of incorporation or organization of the relevant Issuer (other than the United States) as may be specified in the applicable Corporate Order or otherwise as permitted by applicable laws and regulations of such country or any political subdivision thereof or therein.

      (e) Place of payment . As long as any Registered Notes remain outstanding hereunder, the relevant Issuer will designate and maintain in London, England an office or agency where such Registered Notes may be presented for payment, and where such Notes may be presented for registration of transfer and for exchange as provided in this Agreement and, for so long as any Registered Notes are listed on the Luxembourg Stock Exchange and/or the Irish Stock Exchange, as the case may be, and the rules of such exchanges so require, an office or agency for such purposes in Luxembourg and/or Ireland, as the case may be, provided always that the Register for such Registered Notes shall be maintained outside of the United Kingdom.

      The relevant Issuer may from time to time designate one or more additional offices or agencies where Notes and any coupons appertaining thereto may be presented for payment, where Notes may be presented for exchange as provided in this Agreement and where Registered Notes may be presented for registration of transfer as in this Agreement provided, and such Issuer may from time to time rescind any such designation, as such Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve such Issuer of its obligation to maintain the agencies provided for in this Section. Such Issuer will give to the Fiscal and Paying Agent prompt written notice of any such designation or rescission thereof.

      The relevant Issuer will give to the Fiscal and Paying Agent written notice of the location of each such office or agency and of any change of location thereof. In case such Issuer shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the principal office of the Fiscal and Paying Agent in London, England.

      The relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor hereby initially designates the offices of J.P. Morgan Bank Luxembourg S.A. (or in the case of Registered Notes that are listed on the Irish Stock Exchange, the offices of the Irish Paying Agent in Dublin) as the office or agency where Registered Notes may be presented for payment, for registration of transfer and for exchange as in this Agreement provided. Such office of J.P. Morgan Bank Luxembourg

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S.A. is also designated as repository pursuant to Section 4 for the master list of the names and addresses of the holders of Registered Notes.

      Irish encashment tax (at a current rate of 20%) can arise where non-Irish dividends or interest are entrusted to any person in Ireland for payment.  An exemption from this tax is available where the beneficial owner of such dividends or interest is non-Irish resident.  To avail of the exemption, it is necessary for the non-Irish residents to complete a non-resident declaration form and furnish this to the Irish Paying Agent.

      (f) Payments by the Guarantor . If the relevant Issuer shall fail to provide for the amounts payable on any Notes issued by an Issuer other than GE Capital, or coupons appertaining thereto, if any, the Guarantor shall, subject to its right to avail itself of defenses under all relevant laws for the prescription of actions in respect of such Notes and coupons appertaining thereto, forthwith upon receipt of notice of such failure from the Fiscal and Paying Agent (who shall give such notice forthwith upon such failure) deliver or cause to be delivered to the Fiscal and Paying Agent the amount thereof (to the extent that the same has not then been delivered by the relevant Issuer), which amount shall be held and applied in payment of such amounts by the Fiscal Agent and Paying Agent in all respects as if received from the relevant Issuer under this Agreement.

      (g) Taxes; foreign exchange clearance . The Fiscal Agent hereby agrees to use its best efforts to obtain, prior to any payment date on the Notes, any tax or foreign exchange clearance or other authorization required under the laws of the United States or of the country of incorporation or organization of the relevant Issuer (in the case of Notes issued by an Issuer other than GE Capital) or any political subdivision thereof or therein or any applicable foreign country or other authority with respect to the payment to be made on the Notes on such date.

      6. Redemption; Sinking Funds; Repayment at the Option of the Holder .

      (a) The provisions of this Section shall be applicable, as the case may be, (i) to any Notes which are redeemable or subject to repayment at the option of the holder before their maturity and (ii) to any sinking fund for the retirement of any Notes, in either case except as otherwise specified as contemplated by Section 2 for any Series of Notes.

           The minimum amount of any sinking fund payment provided for by the terms of any Notes is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of such Notes is herein referred to as an "optional sinking fund payment."

           In case the relevant Issuer shall desire to exercise any right to redeem all, or, as the case may be, any part of, the Notes of any Series in accordance with their terms, it shall fix a date for redemption. Notice of redemption to the holders of Registered Notes to be redeemed in whole or in part at the option of such Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such holders at their last addresses as they shall appear in the Register. Notice of redemption to holders of Bearer Notes shall be published in one leading English language daily newspaper with general circulation in London, England and, if the Series of Notes to be redeemed is listed on the Luxembourg Stock Exchange and such Exchange so requires, in one leading daily newspaper of general circulation in Luxembourg and, if the Series of Notes to be redeemed is listed on the Official List of the Irish Stock

13

Exchange and such exchange so requires, in one leading daily newspaper of general circulation in Ireland or, if publication in either London, Luxembourg or Ireland is not practical, elsewhere in Western Europe. Notice of redemption to holders of Bearer Notes that have been listed on any other stock exchange shall be published in accordance with the applicable rules and regulations promulgated by such exchange. The term "daily newspaper" shall mean a newspaper customarily published on each business day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Such notice is expected to be published in the Financial Times, the Luxemburger Wort (if such Series of Notes is listed on the Luxembourg Stock Exchange) and the Irish Times (if such Series of Notes is listed on the Irish Stock Exchange) and shall be published at least once a week for three successive weeks prior to the date fixed for redemption, the first such publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. If by reason of the temporary or permanent suspension of publication of any newspaper or by reason of any other cause, it shall be impossible to make publication of such notice in a daily newspaper as herein provided, then such publication or other notice in lieu thereof as shall be made by the Fiscal and Paying Agent shall constitute sufficient publication of such notice, if such publication or other notice shall, so far as may be possible, approximate the terms and conditions of the publication in lieu of which it is given. The Fiscal and Paying Agent shall promptly furnish to the relevant Issuer and to each other paying agent of such Issuer a copy of each notice of redemption so published. Any notice if given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give notice or any defect in the notice to the holder of any Note of a Series designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of such Series.

      Each such notice of redemption shall specify the date fixed for redemption, the redemption price at which the Notes of such Series are to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of such Notes and, in the case of Notes issued with coupons, of all coupons appertaining thereto maturing after the date fixed for redemption, that any interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue. If less than all the Notes of a Series are to be redeemed the notice of redemption shall specify the number or numbers of the Notes to be redeemed. In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Note, a new Note or Notes of the same Series in principal amount equal to the unredeemed portion thereof, together with any unmatured coupons appertaining thereto, will be issued.

      On or prior to the redemption date specified in the notice of redemption given as provided in this Section, the relevant Issuer will deposit with the Fiscal and Paying Agent or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Notes or portions thereof so called for redemption, together with accrued interest to the date fixed for redemption. If less than all the Notes of a Series are to be redeemed such Issuer will give the Fiscal and Paying Agent notice not less than 60 days prior to the redemption date as to the aggregate principal amount of Notes of such Series to be redeemed and the Fiscal and Paying Agent shall select or cause to be selected, in such manner as in its sole discretion it shall deem appropriate and fair, the Notes or portions thereof to be redeemed. Notes of a Series may be redeemed in part only in multiples of the smallest authorized denomination of that Series.

      (b) If notice of redemption has been given as provided in this Section, the Notes or portions of Notes of the Series with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price together with

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any interest accrued to the date fixed for redemption, and on and after said date (unless the relevant Issuer shall default in the payment of Notes or portions of such Notes, together with any interest accrued to said date) any interest on the Notes or portions of Notes of such Series so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void. On presentation and surrender of such Notes at a place of payment in said notice specified, together with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, the said Notes or the specified portions thereof shall be paid and redeemed by the relevant Issuer at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption; provided, however, that payment of interest becoming due on the date fixed for redemption shall be payable in the case of Notes with coupons attached thereto, to the holders of the coupons for such interest upon surrender thereof, and in the case of Registered Notes, to the persons to whom the principal thereof shall be payable.

      If any Note issued with coupons is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the relevant Issuer and the Fiscal and Paying Agent, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

      Upon presentation of any Note redeemed in part only, the relevant Issuer shall execute and the Fiscal and Paying Agent shall authenticate and deliver to the holder thereof, at the expense of such Issuer, a new Note or Notes of the same Series, of authorized denominations, together with all unmatured coupons, if any, appertaining thereto, in aggregate principal amount equal to the unredeemed portion of the Note so presented.

      In lieu of making all or any part of any mandatory sinking fund payment with respect to any Notes in cash the relevant Issuer may at its option (a) deliver to the Fiscal and Paying Agent Notes, together with all unmatured coupons, if any, appertaining thereto, of the same Series theretofore purchased or otherwise acquired by such Issuer, or (b) receive credit for the principal amount of Notes of the same Series which have been redeemed either at the election of such Issuer pursuant to the terms of such Notes or through the application of permitted optional sinking fund payments pursuant to the terms of such Notes; provided that such Notes have not previously been so credited. Such Notes shall be received and credited for such purpose by the Fiscal and Paying Agent at the redemption price specified in such Notes for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

      Not less than 60 days prior to each sinking fund payment date for any Notes, the relevant Issuer will deliver to the Fiscal and Paying Agent a certificate signed by an Issuer Authorized Representative specifying the amount of the next ensuing sinking fund payment for such Notes pursuant to the terms thereof, the portion thereof, if any, which is to be satisfied by payment of cash (which cash may be deposited with the Fiscal and Paying Agent or with one or more paying agents) and the portion thereof, if any, which is to be satisfied by delivering and crediting Notes of the same Series pursuant to this Section (which Notes, if not theretofore delivered, will accompany such certificate) and whether such Issuer intends to exercise its right to make a permitted optional sinking fund payment with respect to such Notes. Such certificate shall also state that no Event of Default (as defined in Section 8 below) has occurred and is continuing with respect to such Notes. Such certificate shall be irrevocable and upon its delivery the relevant Issuer shall be obligated to make the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the relevant Issuer to deliver such certificate (or to deliver the Notes specified in this paragraph), the sinking fund payment due on the next succeeding sinking fund payment date for such Notes shall be paid entirely in

15

cash and shall be sufficient to redeem the principal amount of such Notes subject to a mandatory sinking fund payment without the option to deliver or credit Notes as provided in this Section and without the right to make any optional sinking fund payment, if any, with respect to such Notes.

      Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed 100,000 units of the Specified Currency with respect to the particular Series (or a lesser sum if the relevant Issuer shall so request or determine) with respect to any Notes shall be applied by the Fiscal and Paying Agent on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Notes at the redemption price specified in such Notes for operation of the sinking fund together with accrued interest, if any, to the date fixed for redemption. Any sinking fund moneys not so applied or allocated by the Fiscal and Paying Agent to the redemption of Notes shall be added to the next cash sinking fund payment received by the Fiscal and Paying Agent for such Notes and, together with such payment (or such amount so segregated) shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys with respect to any Notes held by the Fiscal and Paying Agent on the last sinking fund payment date with respect to such Notes and not held for the payment or redemption of particular Notes of such Series shall be applied by the Fiscal and Paying Agent, together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Notes of that Series at maturity.

      The Fiscal and Paying Agent shall select or cause to be selected the Notes to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of subsection (a) and the relevant Issuer shall cause notice of the redemption thereof to be given in the manner provided in subsection (b) except that the notice of redemption shall also state that the Notes are being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Notes shall be made upon any Series of Notes the terms and in the manner stated in subsection (b).

      On or before each sinking fund payment date, the relevant Issuer shall pay to the Fiscal and Paying Agent in cash a sum equal to any interest accrued to the date fixed for redemption of Notes or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.

      Neither the Fiscal and Paying Agent nor the relevant Issuer shall redeem any Notes of any Series with sinking fund moneys or give any notice of redemption of such Notes by operation of the sinking fund for such Series during the continuance of a default in payment of interest, if any, on such Notes or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to Notes of such Series, except that if the notice of redemption of any such Notes shall theretofore have been given in accordance with the provisions hereof, the Fiscal and Paying Agent shall redeem such Notes if cash sufficient for that purpose shall be deposited with the Fiscal and Paying Agent for that purpose in accordance with the terms of this Section. Except as aforesaid, any moneys in the sinking fund for Notes of such Series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of such Notes; provided, however, that in case such default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for Notes of such Series on which such moneys may be applied pursuant to the provisions of this Section.

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      (c) Any Series of Notes may be made, by provision contained in or established pursuant to a Corporate Order pursuant to Section 2(c) hereof, subject to repayment, in whole or in part, at the option of the holder on a date or dates specified prior to maturity, at a price equal to 100% of the principal amount thereof, together with accrued interest to but excluding the date of repayment, on such notice as may be required, provided, however, that the holder of a Note of such Series may only elect partial repayment in an amount that will result in the portion of such Note that will remain outstanding after such repayment constituting an authorized denomination, or combination thereof, of Notes of such Series.

      7. Mutilated, Destroyed, Stolen or Lost Notes .

      (a) The Fiscal and Paying Agent is hereby authorized to authenticate and deliver from time to time Notes of any Series, with all unmatured coupons attached, in exchange for or in lieu of Notes of such Series which become mutilated, defaced, destroyed, stolen or lost or Notes of such Series to which mutilated, defaced, destroyed, stolen or lost coupons appertain. In every case the applicant for a substituted Note of such Series or coupon appertaining thereto shall furnish to the relevant Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE Capital) and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Note or coupon and of the ownership thereof. Each Note authenticated and delivered in exchange for or in lieu of any such Note shall carry all the rights to interest accrued and unpaid and to accrue which were carried by such Note and shall have attached thereto coupons such that neither gain nor loss in interest shall result from such exchange or substitution.

      Upon the issuance of any substituted Note or coupon, the relevant Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note or coupon which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the relevant Issuer may, instead of issuing a substituted Note, pay or authorized the payment of the same (without surrender thereof except in the case of a mutilated Note or coupon) if the applicant for such payment shall furnish to such Issuer, the Guarantor and to the Fiscal and Paying Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to such Issuer, the Guarantor and the Fiscal and Paying Agent of the destruction, loss or theft of such Note or coupon and the ownership thereof.

      (b) All Notes and coupons surrendered for payment, redemption, repayment, exchange or registration of transfer or for credit against any sinking fund shall be delivered to, or to the order of, the Fiscal and Paying Agent for cancellation. The Fiscal and Paying Agent shall cancel and destroy, or procure the cancellation and destruction of, all such Notes and coupons and shall deliver a certificate of destruction to the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. In the case of any global Note initially issued in temporary global form, which shall be destroyed by the Fiscal and Paying Agent upon exchange in full, the certificate of destruction shall state that a certification in the form required pursuant to the terms of such global Note was received with respect to each portion thereof exchanged for an interest in a Note in permanent global form or in definitive form.

      8. Events of Default . The term "Events of Default" whenever used herein with respect to Notes of any Series means any one of the following events and such other events as may be established

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with respect to the Notes of such Series as contemplated by Section 2 hereof, continued for the period of time, if any, and after the giving of notice, if any, designated in this Agreement or as may be established with respect to such Notes as contemplated by Section 2 hereof, as the case may be, unless it is either inapplicable or is specifically deleted or modified in the applicable Corporate Order under which such Series of Notes is issued, as the case may be, as contemplated by Section 2:

 

 

 

 

 

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19

 

 

 

 

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      If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing, then and in each and every case, unless the principal of the Notes of such Series shall have already become due and payable, each Note of such Series shall, at the option of and upon written notice to the relevant Issuer, the Guarantor and the Fiscal and Paying Agent by the then holder thereof, mature and become due and payable upon the date that such written notice is received by such Issuer, the Guarantor and the Fiscal and Paying Agent at a price equal to 100% of the principal amount thereof (or, if such Note provides for an amount less than the principal amount thereof to be due and payable upon redemption or a declaration of acceleration of the maturity thereof pursuant to this Section (hereinafter an "Original Issue Discount Note"), such portion of the principal amount as may be specified in the terms of such Note), together with accrued interest to such date, upon presentation and surrender of such Note and all coupons appertaining thereto maturing after such date, unless prior to such date all Events of Default in respect of all such Notes of such Series shall have been cured.

      9. Additional Payments; Tax Redemption .

      (a) U.S. Additional Amounts . The relevant Issuer or (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor will, subject to certain exceptions and limitations set forth below,

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pay such additional amounts (the "U.S. Additional Amounts" and, together with the Australian Additional Amounts, the Canadian Additional Amounts, the Irish Additional Amounts and Other Additional Amounts (as such terms are hereinafter defined), the "Additional Amounts") to the holder of any Note of any Series or of any interest coupon appertaining thereto who is a United States Alien (as defined below) as may be necessary in order that every net payment of the principal of, premium and interest, including original issue discount, on such Note and any other amounts payable on such Note, after withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note or coupon to be then due and payable. However, the relevant Issuer or the Guarantor, as the case may be, will not be required to make any payment of U.S. Additional Amounts to any such holder for or on account of:

 

 

 

 

 

 

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      nor shall U.S. Additional Amounts be paid with respect to any payment on any such Note to a United States Alien who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the U.S. Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Note.

      The term "United States Alien" means a beneficial owner of a Note that is not, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income is subject to United States federal income tax regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

      (b) Australian Additional Amounts . All payments of principal and interest in respect of Notes issued by GEC Australia Funding and any coupons relating thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In that event, GEC Australia Funding or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GEC Australia Funding referred to above in Section 6 - "Redemption; Sinking Funds; Repayment at the Option of the Holder") such additional amounts (the "Australian Additional Amounts") as may be necessary in order that the net amounts received by the holders of such Notes or coupons after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of the Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Australian Additional Amounts shall be payable with respect to any Note or coupon presented for payment:

 

 

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      (c) Canadian Additional Amounts . All payments of principal and interest in respect of Notes issued by GEC Canada Funding and any interest coupons appertaining thereto will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada or any province or territory or political subdivision thereof or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, GEC Canada Funding (in the case of Notes issued by GEC Canada Funding) or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the right of redemption of GEC Canada Funding referred to in paragraph (h) below such additional amounts (the "Canadian Additional Amounts") as may be necessary in order that the net amounts received by the holders of Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received by them in respect of such Notes or coupons, as the case may be, in the absence of such withholding or deduction, except that no Canadian Additional Amounts shall be payable with respect to any such Note or coupon presented for payment:

 

 

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      The term "Relevant Date" means the later of (i) the date on which payment in respect of the relevant Note or Coupon becomes due and payable; and (ii) if the full amount of the moneys payable on such date has not been received by the Fiscal and Paying Agent on or prior to such date, the date on which the full amount of such moneys having been so received, notice of such receipt is duly published in accordance with the terms set out under Section 20- "Notices to Parties" below.

      (d) Irish Additional Amounts . All payments of principal and interest in respect of Notes issued by an Irish Issuer will be made without withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Ireland or any authority or agency therein or thereof having power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required by law or the application, administration or interpretation thereof. In the event that such withholding or deduction is so required, the relevant Irish Issuer or the Guarantor (if the Guarantor is required to make payments under the Guarantee) shall pay (subject to the Issuer's right of redemption referred to above) such additional amounts (the "Irish Additional Amounts") as may be necessary in order that the net amounts received by the holder of such Notes and coupons appertaining thereto after such withholding or deduction shall equal the respective amounts of principal and interest which otherwise would have been received in respect of such Notes or the coupons appertaining thereto, as the case may be, in the absence of such withholding or deduction, except that no Irish Additional Amounts shall be payable with respect to any such Note or a coupon appertaining thereto presented for payment:

 

 

 

There is also no obligation of an Irish Issuer or the Guarantor to pay such Irish Additional Amounts if such deduction or withholding taxes, duties or governmental charges could be prevented or reduced by the fulfillment of information or other obligations.

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      (e) European Union . The relevant Issuer or Guarantor, as the case may be, will not be required to make any payment of Additional Amounts to any such holder for or on the account of: