geccexhibit4h.htm


    Exhibit
4(h)

    


    


    Exhibit
4(h)

    SIXTH
SUPPLEMENTAL INDENTURE

    BETWEEN

    GENERAL
ELECTRIC CAPITAL CORPORATION

    AND

     

    THE BANK
OF NEW YORK MELLON

     

    as
successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan

     

    Bank),
Trustee

     

    Dated as
of April 2, 2009

     

    SUPPLEMENTAL
TO THIRD AMENDED AND RESTATED INDENTURE DATED

     

    AS OF
FEBRUARY 27, 1997.

     

    


     

    THIS
SIXTH SUPPLEMENTAL INDENTURE dated as of April 2, 2009 between GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW
YORK MELLON as successor to JPMorgan Chase Bank, N.A. (formerly known as The
Chase Manhattan Bank), as trustee (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
the Company and the Trustee are parties to that certain Amended and Restated
Indenture dated as of February 27, 1997, as supplemented by a First Supplemental
Indenture dated as of May 3, 1999, a Second Supplemental Indenture dated as of
July 2, 2002, a Third Supplemental Indenture dated as of November 22, 2002, a
Fourth Supplemental Indenture dated as of August 24, 2007 and a Fifth
Supplemental Indenture dated as of December 2, 2008 (collectively, the
“Indenture”);

     

    WHEREAS,
on November 21, 2008, the Federal Deposit Insurance Corporation (“FDIC”) issued
its Final Rule, 12 C.F.R. Part 370 (the “Rule”) establishing the FDIC’s
Temporary Liquidity Guarantee Program (the “TLGP”);

     

    WHEREAS,
on March 17, 2009, the FDIC adopted an interim rule (the “Interim Rule”) that
extends the expiration date of the TLGP;

     

    WHEREAS,
the Company desires to incorporate the provisions of the Interim Rule into the
Indenture by entering into this Sixth Supplemental Indenture;

     

    WHEREAS,
Section 10.01 of the Indenture provides that, without the consent of the holders
of any Securities, the Company and the Trustee may enter into indentures
supplemental to the Indenture for the purpose of, among other things, making
provisions in regard to matters or questions arising under the Indenture which
shall not adversely affect the interests of the holders of the
Securities;

     

    WHEREAS,
the entry into this Sixth Supplemental Indenture by the parties hereto is in all
respects authorized by the provisions of the Indenture; and WHEREAS, all things
necessary to make this Sixth Supplemental Indenture a valid indenture and
agreement according to its terms have been done;

     

    NOW,
THEREFORE:

     

    
      
        
        

      

      
        (1)

        
          

        

      

      
        
        

      

    

     

    In
consideration of the premises and the purchases of the Securities by the holders
thereof, the Company and the Trustee mutually covenant and agree for the equal
and proportionate benefit of the respective holders from time to time of
Securities that are guaranteed by the FDIC pursuant to the Rule, as amended by
the Interim Rule, as follows:

     

    ARTICLE
1

     

    Section
1.01.  The Indenture is hereby amended by deletion of Section 15.01 of
Article Fifteen and the insertion of a new Section 15.01 which shall provide as
follows:

     

    Section
15.01.  Acknowledgement of the FDIC’s Debt
Guarantee Program.  The parties to this Indenture acknowledge
that the Company has not opted out of the debt guarantee program (the “Debt
Guarantee Program”) established by the Federal Deposit Insurance Corporation
(“FDIC”) under its Temporary Liquidity Guarantee Program on November 21, 2008
pursuant to the FDIC’s Final Rule, 12 C.F.R. Part 370 (as amended by the interim
rule adopted March 17, 2009, and as may be further amended or supplemented from
time to time, the “Rule”).  The Debt Guarantee Program applies to any
Securities issued on or after November 13, 2008 through October 31, 2009 that
constitute unsecured senior debt, as defined in the Rule and as to which the
Company has not duly made an opt-out election in accordance with Section
370.3(g) of the Rule (the “Guaranteed Securities”) and, with respect to each
such Guaranteed Security, from the period from November 13, 2008 to the earlier
of the date such Guaranteed Security matures pursuant to the terms thereof and
December 31, 2012 (the “Effective Period”).  As a result, this debt is guaranteed under the
FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and
credit of the United States.  The details of the FDIC guarantee are
provided in the FDIC’s regulations, 12 CFR Part 370, and at the FDIC’s website,
www.fdic.gov/tlgp.  The expiration date of
the FDIC’s guarantee is the earlier of the maturity date of this debt or
December 31, 2012.

     

    The
Securities to which this Section 15.01 applies shall bear a legend, upon which
the Representative (as defined below) shall be entitled to conclusively rely, to
the effect that such security certificate, note or other instrument is
guaranteed by the FDIC under the Debt Guarantee Program.

     

    ARTICLE
2

     

    Miscellaneous
Provisions

     

    Section
2.01.  Further
Assurances.  The Company will, upon request by the Trustee,
execute and deliver such further instruments and do such further acts as may
reasonably be necessary or proper to carry out more effectively the purposes of
this Sixth Supplemental Indenture.

     

    Section
2.02.  Other Terms
of Indenture.  Except insofar as herein otherwise expressly
provided, all provisions, terms and conditions of the Indenture are in all
respects ratified and confirmed and shall remain in full force and
effect.

     

    Section
2.03.  Terms
Defined.  All terms defined elsewhere in the Indenture shall
have the same meanings when used herein.

     

    Section
2.04.  Governing
Law.  This Sixth Supplemental Indenture shall be deemed to be a
contract under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of such State, except as may otherwise be
required by mandatory provisions of law.

     

    Section
2.05.  Counterparts.  This
Sixth Supplemental Indenture may be executed in any number of counterparts, each
of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.

     

    Section
2.06.  Responsibility of the
Trustee.  The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.  The Trustee makes no representations as to
the validity or sufficiency of this Sixth Supplemental
Indenture.


    
      
         


      

      
        (2)

        
          

        

      

      
         


      

    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed as of April 2, 2009.

     

    
      	
               
      

            	
              GENERAL
      ELECTRIC CAPITAL CORPORATION

            


    

     

    
      	
               
      

            	
              By:

            	
              /s/ Kathryn A.
      Cassidy

            	 


    

    
      	
               
      

            	
              Name:

            	
              Kathryn
      A. Cassidy

            


    

    
      	
               
      

            	
              Title:

            	
              Senior
      Vice President —Corporate Treasury and Global Funding
      Operation

            


    

     

    
      	
               
      

            	
              THE
      BANK OF NEW YORK MELLON, TRUSTEE

            


    

     

    
      	
               
      

            	
              By:

            	
              /s/ Scott
      Klein

            	 


    

    
      	
               
      

            	
              Name:

            	
              Scott
      Klein

            


    

    
      	
               
      

            	
              Title:

            	
              Assistant
      Treasurer

            


    


    
      
         


      

      
        (3)