Exhibit 1(a)
GENERAL ELECTRIC CAPITAL CORPORATION
Variable Denomination Floating Rate Demand Notes
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
as of July 17, 2006
GE CAPITAL MARKETS, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
General Electric Capital Corporation, a Delaware corporation (the
"COMPANY"), confirms its agreement with you with respect to the issue and sale
by the Company of up to $12,000,000,000 aggregate principal amount of its
Variable Denomination Floating Rate Demand Notes (the "NOTES").
The Notes are to be issued pursuant to an indenture dated as of January
25, 2001, between the Company and JPMorgan Chase Bank, N.A. (f/k/a The Chase
Manhattan Bank), as trustee (the "TRUSTEE") (such indenture as may be amended or
supplemented being referred to herein as the "INDENTURE"). The Company has
authorized the issuance of Notes through you pursuant to the terms of this
Agreement. The Notes will be issued in uncertificated form and will be
administered by Open Solutions, Inc. (f/k/a Bisys, Inc.) (the "SERVICING AGENT")
and Union Federal Bank of Indianapolis (the "AGENT BANK") pursuant to a Services
Agreement dated as of September 30, 2002 and the Additional Services Agreements
thereto between the Company, the Servicing Agent and the Agent Bank.
Subject to the terms and conditions stated herein, the Company hereby
appoints you as a distribution agent of the Company in respect of the Notes.
The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-3 relating to the Notes and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "1933 ACT"). Such registration statement
has been
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declared effective by the Commission, and the Indenture has been qualified under
the Trust Indenture Act of 1939 (the "1939 ACT"). The Company has also filed
with the Commission two Prospectus Supplements (one for the GE Interest Plus
Program and one for the GE Interest Plus Program for Businesses) (collectively,
the "Prospectus Supplements"). Such registration statement and the Prospectus
Supplements relating to the Notes filed pursuant to Rule 424 under the 1933 Act,
including all documents incorporated therein by reference, as from time to time
amended or supplemented by the filing of documents pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 ACT"), the 1933 Act or otherwise,
are referred to herein as the "REGISTRATION STATEMENT" and the "PROSPECTUS
SUPPLEMENTS", respectively, except that if any revised prospectus supplements
shall be provided to you by the Company for use in connection with the offering
of the Notes which differs from the Prospectus Supplements on file at the
Commission on the date of this Agreement (the "COMMENCEMENT DATE") (whether or
not such revised prospectus supplements are required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations), the term "Prospectus
Supplement" shall refer to such revised prospectus supplement from and after the
time it is first provided to you for such use. Notwithstanding anything to the
contrary above in this paragraph, The Company shall have the right at any time
and from time to time to substitute for the Registration Statement one or more
other registration statements (each a "SUBSTITUTE REGISTRATION STATEMENT") on
Form S-3 relating to the Notes and the offering and sale thereof from time to
time in accordance with Rule 415 under the 1933 Act, by written notification of
such substitution to you and the Trustee. By such notification, the Company
shall be deemed to have made with respect to each such Substitute Registration
Statement, each of the representations set forth in the first two sentences of
this paragraph, and from and after the date of such notification, such
Substitute Registration Statement or Substitute Registration Statements shall
become the Registration Statement as defined in this paragraph and as used for
all purposes throughout this Agreement.
SECTION 1. Representations and Warranties. (a) The Company represents and
warrants to you as of the Commencement Date, as of the date of each sale of
Notes and as of the times referred to in Section 6 (each of the times referenced
above being referred to herein as a "REPRESENTATION DATE"), as follows:
(i) each document filed by the Company pursuant to the 1934 Act
which is incorporated by reference in the
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Prospectus Supplements complied when so filed in all material respects
with the 1934 Act and the rules and regulations thereunder, and each
document, if any, hereafter filed and so incorporated by reference in the
Prospectus Supplements will comply when so filed in all material respects
with the 1934 Act rules and regulations;
(ii) the Registration Statement and the Prospectus Supplements
comply, and the Registration Statement and the Prospectus Supplements (and
any amendments and supplements thereto) will on the applicable
Representation Date comply, in all material respects, with the 1933 Act
and the applicable rules and regulations of the Commission thereunder;
(iii) each part of the Registration Statement at the time such part
became effective did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and the Prospectus
Supplements on the Commencement Date (unless the term "Prospectus" refers
to a prospectus which has been provided to you by the Company for use in
connection with the offering of the Notes which differs from the
Prospectus Supplements on file at the Commission on the Commencement Date,
in which case at the time it is first provided to you for such use) did
not, and on the applicable Representation Date will not, contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(iv) there has been no material adverse change in the condition of
the Company and its consolidated subsidiaries, taken as a whole, from that
set forth in the Registration Statement and the Prospectus Supplements;
(v) the aggregate principal amount of Variable Denomination Floating
Rate Demand Notes outstanding at any one time will not exceed
U.S.$12,000,000,000; and
(vi) no event exists which would constitute an event of default
under the Indenture;
except that the representations and warranties set forth in paragraphs (i), (ii)
and (iii) of this Section 1(a) do not apply to statements or
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omissions in the Registration Statement or the Prospectus Supplements based upon
information furnished to the Company in writing by you expressly for use
therein.
(b) Additional Certifications. Any certificate signed by any officer of
the Company and delivered to you or to your counsel in connection with an
offering of Notes shall be deemed a representation and warranty by the Company
to you as to the matters covered thereby.
SECTION 2. Act as Distribution Agent. (a) On the basis of the
representations and warranties herein contained, but subject to the terms and
conditions herein set forth, you agree to act as a distribution agent of the
Company and to use your best efforts to solicit offers to purchase the Notes
upon the terms and conditions set forth in the Prospectus Supplements.
The Company reserves the right, in its sole discretion, to suspend
solicitation by you of purchases of the Notes commencing at any time for any
period of time or permanently. Upon receipt of instructions from the Company,
you will forthwith suspend solicitation of purchases from the Company until such
time as the Company has advised you that such solicitation may be resumed.
You shall have the right to suspend solicitations, commencing at any time
you reasonably believe that there has occurred a material adverse change in the
condition of the Company and its consolidated subsidiaries, taken as a whole,
from that then set forth in the Registration Statement and the Prospectus
Supplements, and ending at the time you have been reasonably satisfied that
adequate and full disclosure of such adverse change has been made (including
without limitation any necessary amendments or supplements to the Registration
Statement and the Prospectus Supplements).
The Company agrees to pay your out-of-pocket expenses incurred in respect
of the performance of your obligations under this Agreement.
(b) Information. The Company authorizes you, in connection with your
solicitation of purchases of the Notes, to use only information taken from the
Registration Statement and the Prospectus Supplements, and the documents
incorporated therein by reference, and you agree that you will not use any other
information in connection with your solicitation of purchases of the Notes.
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(c) Registered Broker-Dealer. You represent that you are a broker-dealer
registered under the 1934 Act.
SECTION 3. Covenants of the Company. The Company covenants with you as
follows:
(a) Notice of Certain Events. The Company will notify you promptly
(i) of the effectiveness of any amendment to the Registration Statement
(including any post-effective amendment), (ii) of the mailing or the
delivery to the Commission for filing of any supplement to the Prospectus
Supplements or any document to be filed pursuant to the 1934 Act which
will be incorporated by reference in the Prospectus Supplements, (iii) of
any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus Supplements or
for additional information, and (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement
or the initiation of any proceedings for that purpose. The Company will
make every reasonable effort to prevent the issuance of any stop order
and, if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.
(b) Copies of Registration Statement Prospectus. The Company will
deliver to you two conformed copies of the Registration Statement (as
originally filed) and of each amendment thereto relating to the Notes
(including exhibits filed therewith or incorporated by reference therein
and documents incorporated by reference in the Prospectus Supplements).
The Company will furnish to you as many copies of the Prospectus
Supplements (as amended or supplemented) as you shall reasonably request
so long as you are required to deliver a Prospectus Supplements in
connection with sales or solicitations of offers to purchase the Notes.
(c) Revisions of Prospectus - Material Changes. If, during such
period after the first date of the public offering of the Notes as in the
opinion of counsel to the Company a prospectus is required by law to be
delivered in connection with sales of the Notes by you, any event shall
occur as a result of which it is necessary to amend or supplement the
Prospectus Supplements in order that the Prospectus Supplements will not
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements
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therein not misleading in the light of the circumstances existing at the
time it is delivered to a purchaser, or if it shall be necessary at any
such time to amend or supplement the Registration Statement or the
Prospectus Supplements in order to comply with the requirements of the
1933 Act or the 1933 Act Regulations, prompt notice shall be given, and
confirmed in writing, to you to cease the solicitation of offers to
purchase the Notes. If the Company shall determine that solicitation of
purchases of the Notes shall be resumed, then, prior to the Company's
authorizing you to resume solicitations of purchases of the Notes the
Company will promptly prepare and file with the Commission such amendment
or supplement, whether by filing documents pursuant to the 1934 Act, the
1933 Act or otherwise, as may be necessary to correct such untrue
statement or omission or to make the Registration Statement comply with
such requirements.
(d) Prospectus Revisions - Periodic Financial Information. Promptly
after the filing with the Commission of the Company's quarterly reports on
Form 10-Q with respect to each of the first three quarters of any fiscal
year, the Company shall furnish copies of such reports to you; provided,
however, that if on the date of such filing you shall have suspended
solicitation of purchases of the Notes pursuant to a request from the
Company, the Company shall not be obligated to furnish copies of such
reports until such time as the Company shall determine that solicitation
of purchases of the Notes should be resumed.
(e) Prospectus Revisions - Audited Financial Information. Promptly
after the filing with the Commission of the Company's annual report on
Form 10-K including the audited financial statements of the Company for
the preceding fiscal year, the Company shall furnish copies of such report
to you; provided, however, that if on the date of such filing you shall
have suspended solicitation of purchases of Notes pursuant to a request
from the Company, the Company shall not be obligated to furnish copies of
such reports until such time as the Company shall determine that
solicitation of purchases of Notes should be resumed.
(f) Section 11(a) Earnings Statements. The Company will make
generally available to its security holders as soon as practicable,
earnings statements, which need not be audited,
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covering twelve month periods beginning after the effective date (as
defined in the rules and regulations promulgated under Section 11(a) of
the ▇▇▇▇ ▇▇▇) of the Registration Statement with respect to each sale of
Notes that will satisfy Section 11(a) of the 1933 Act and comply with the
rules and regulations thereunder.
(g) Copies of Current Reports. The Company will furnish to you,
promptly after the filing thereof with the Commission, copies of its
reports on Form 8-K (other than reports relating solely to securities
other than the Notes).
(h) Blue Sky Qualifications. The Company will endeavor, in
cooperation with you, to qualify the Notes for offering and sale under the
applicable securities laws of such states and other jurisdictions of the
United States as you may reasonably designate, and will maintain such
qualifications in effect for as long as may be required for the
distribution of the Notes; provided, however, that the Company shall not
be obligated to file any general consent to service of process or to
qualify as a foreign corporation in any jurisdiction in which it is not so
qualified. The Company will file such statements and reports as may be
required by the laws of each jurisdiction in which the Notes have been
qualified as above provided.
(i) 1934 Act Filings. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file
timely all documents required to be filed with the Commission pursuant to
Sections 3(a), 13(c), 14 or 15(d) of the 1934 Act.
SECTION 4. Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including:
(a) The preparation and filing of the Registration Statement and all
amendments thereto and the Prospectus Supplements and any amendments or
supplements thereto;
(b) The fees and disbursements of the Company's accountants and of
the Trustee, the Servicing Agent, the Agent Bank and their respective
counsel;
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(c) The qualification of the Notes under securities laws in
accordance with the provisions of Section 3(h), including filing fees and
the reasonable fees and disbursements of counsel in connection therewith
and in connection with the preparation of any Blue Sky Survey and any
Legal Investment Survey;
(d) The printing and delivery to you in quantities as hereinabove
stated of copies of the Registration Statement and any amendments thereto,
and of the Prospectus Supplements and any amendments or supplements
thereto, and the delivery by you of the Prospectus Supplements and any
amendments or supplements thereto in connection with solicitations of
sales of the Notes;
(e) The printing and delivery to you of copies of the Indenture and
any Blue Sky Survey and any Legal Investment Survey;
(f) Any fees charged by rating agencies for the rating of the Notes;
(g) The fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.; and
(h) Any advertising and other out-of-pocket expenses incurred with
the approval of the Company.
SECTION 5. Conditions of Obligations. Your obligations to solicit offers
to purchase the Notes as agent of the Company will be subject at all times to
the accuracy of the representations and warranties on the part of the Company
herein and to the accuracy of the statements of the Company's officers made in
any certificate furnished pursuant to the provisions hereof, to the performance
and observance by the Company of all covenants and agreements herein contained
on its part to be performed and observed and to the following additional
conditions precedent:
(a) Legal Opinions. As of the Commencement Date, you shall have
received the following documents:
(i) Opinion of Company Counsel. The opinion of the Company's
In-House Legal Counsel,
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dated as of such Commencement Date, in form and substance
satisfactory to you, to the effect that:
(A) The Company has been duly incorporated and is
validly existing under the laws of the State of Delaware.
(B) The Company is duly qualified to transact business
and is in good standing in the jurisdictions in which the
conduct of its business or the ownership of its property
requires such qualification.
(C) The Indenture has been duly authorized, executed and
delivered by the Company, is a valid and binding agreement of
the Company and has been qualified under the 1939 Act.
(D) The Notes have been duly authorized and will be
valid and binding obligations of the Company and will be
entitled to the benefits of the Indenture.
(E) This Agreement has been duly authorized, executed
and delivered by the Company and is a valid and binding
agreement of the Company, except as rights to indemnity
hereunder may be limited under applicable law.
(F) Neither the execution and delivery of this Agreement
nor the issuance and sale of the Notes by the Company as
provided herein will contravene the certificate of
incorporation or by-laws of the Company or result in any
violation of any of the terms or provisions of any law or
regulation or of any indenture, mortgage or other agreement or
instrument known to such counsel by which the Company or any
of its subsidiaries is bound or, any judgment, order or decree
of any governmental body, agency or court having jurisdiction
over the Company or any of its subsidiaries.
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(G) The statements contained in the Registration
Statement and Prospectus Supplements under the captions
"Certain Terms of the Notes" and "The GE Interest Plus Notes",
respectively, and "Plan of Distribution" fairly present the
matters referred to therein.
(H) Each document incorporated by reference in the
Prospectus Supplements which were filed pursuant to the 1934
Act (except for the financial statements included therein, as
to which such counsel need not express any opinion) complied
when so filed as to form in all material respects with the
1934 Act and the applicable rules and regulations of the
Commission thereunder.
(I) The Registration Statement is effective under the
1933 Act and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission.
(J) The Registration Statement and the Prospectus
Supplements and any supplements and amendments thereto comply
as to form in all material respects with the 1933 Act and the
applicable rules and regulations of the Commission thereunder.
(K) Such counsel believes that (except for the financial
statements included therein, as to which counsel need not
express any belief) each part of the Registration Statement at
the time it became effective, and if an amendment to the
Registration Statement or an Annual Report on Form 10-K has
been filed by the Company with the commission subsequent to
such date, at the time of the most recent such filing, did not
contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to
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make the statements therein not misleading, and the Prospectus
Supplements, as of the Commencement Date, does not contain any
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading.
(ii) In rendering the opinion referred to in subparagraph (i)
above, such counsel may state that with respect to (J) and (K) of
subparagraph (i), such counsel's opinion and belief are based upon
his participation in the preparation of the Registration Statement
and the Prospectus Supplements and any amendments and supplements
thereto (including documents incorporated by reference) and review
and discussion of the contents thereof, but are without independent
check or verification except as stated therein. In rendering the
opinion referred to in subparagraph (ii) above, such counsel may
state that with respect to (J) and (K) of subparagraph (i) above,
such counsel's opinion and belief are based upon its participation
in the preparation of the Registration Statement and the Prospectus
Supplements and any amendments and supplements thereto (other than
documents incorporated by reference) and upon its review and
discussion of the contents thereof (including documents incorporated
by reference), but are without independent check or verification
except as stated therein.
(b) Officer's Certificate. At the Commencement Date, no stop order
suspending the effectiveness of the Registration Statement shall be in
effect, and no proceedings for such purpose shall be pending before or
threatened by the Commission, and there shall have been no material
adverse change in the condition of the Company and its consolidated
subsidiaries, taken as a whole, from that set forth in the Registration
Statement and the Prospectus Supplements; and you shall have received on
the Commencement Date a certificate, dated the Commencement Date and
signed by an executive officer of the Company, to the foregoing effect.
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The officer making such certificate may rely upon the best of his
knowledge as to proceedings pending or threatened.
If any condition specified in this Section shall not have been fulfilled,
this Agreement may be terminated by you by notice to the Company at any time at
or prior to the Commencement Date, and such termination shall be without
liability of any party to any other party, except that the covenants set forth
in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity
agreements set forth in Section 7 hereof, and the provisions of Sections 8 and
12 hereof shall remain in effect.
SECTION 6. Additional Covenants of the Company. The Company covenants and
agrees that: each acceptance by it of an offer for the purchase of Notes shall
be deemed to be an affirmation that the representations and warranties of the
Company contained in this Agreement and in any certificate theretofor delivered
to you pursuant hereto are true and correct at the time of such acceptance or
sale, as the case may be (and it is understood that such representations and
warranties shall relate to the Registration Statement and the Prospectus
Supplements as amended and supplemented to each such time).
SECTION 7. Indemnification. (a) Indemnification of You. The Company agrees
to indemnify and hold you harmless from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus Supplements (if used within the period set forth in Section 3(c) and
as amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished in writing
to the Company by you expressly for use therein.
(b) Indemnification of Company. You agree to indemnify and hold harmless
the Company, its directors, its officers who sign the Registration Statement and
any person controlling the Company to the same extent as the foregoing indemnity
from the Company to you, but only with reference to information relating to you
furnished in writing by you expressly for use in the Registration Statement or
the Prospectus Supplements.
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(c) General. In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 7(a) or 7(b) hereof, such person
(the "INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to local counsel) for all such indemnified parties
and that all such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by you in the case of parties
indemnified pursuant to Section 7(a) and by the Company in the case of parties
indemnified pursuant to Section 7(b). The indemnifying party shall not be liable
for any settlement of any proceeding affected without its written consent but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on your behalf, or by or on behalf of the Company or
any controlling person of the Company, and shall survive each delivery of and
payment for any of the Notes.
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SECTION 9. Termination. (a) Termination of this Agreement. This Agreement
may be terminated as to a party for any reason, at any time by either party
hereto upon the giving of 90 days' written notice of such termination to the
other party hereto.
(b) General. In the event of any such termination, neither party will have
any liability to the other party hereto, except that the covenant set forth in
Section 3(f) hereof (except that the Company shall no longer be required to
comply with the provisions of Section 3(f) after it has made generally available
to its security holders an earnings statement (which need not be audited)
covering a twelve-month period beginning after the date of the last sale of
Notes hereunder which shall satisfy the provisions of Section 11(a) of the 1933
Act and the rules and regulations thereunder), the provisions of Section 4
hereof, the indemnity agreements set forth in Section 7 hereof, and the
provisions of Sections 8 and 12 hereof shall remain in effect.
SECTION 10. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to you shall be
directed to GE Capital Markets, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, attention of Executive Vice President; and notices to the Company shall
be directed to it at: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
attention of Senior Vice President - Corporate Treasury and Global Funding
Operation.
SECTION 11. Parties. This Agreement shall inure to the benefit of and be
binding upon you and the Company and your and the Company's respective
successors thereto. Nothing expressed or mentioned in this Agreement is intended
or shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and their respective successors and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Notes shall be deemed to be a successor by reason merely of such
purchase.
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SECTION 12. Governing Law. This Agreement and the rights and obligations
of the parties created hereby shall be governed by the laws of the State of New
York applicable to agreements made and to be performed in such State.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
between you and the Company in accordance with its terms.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
GE CAPITAL MARKETS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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