Attached files
| file | filename |
|---|---|
| 10-Q - GECC 10-Q 09-30-09 - GENERAL ELECTRIC CAPITAL CORP | gecc10q093009.htm |
| EX-31.A - GECC EX31A 09-30-09 - GENERAL ELECTRIC CAPITAL CORP | geccex31a0903.htm |
| EX-31.B - GECC EX31B 09-30-09 - GENERAL ELECTRIC CAPITAL CORP | geccex31b0903.htm |
| EX-99 - GECC EX99 09-30-09 - GENERAL ELECTRIC CAPITAL CORP | geccex99093009.htm |
| EX-12 - GECC EX12 09-30-09 - GENERAL ELECTRIC CAPITAL CORP | geccex12093009.htm |
| EX-32 - GECC EX32 09-30-09 - GENERAL ELECTRIC CAPITAL CORP | geccex32093009.htm |
Exhibit 10
GENERAL
ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
AMENDED
AND RESTATED AGREEMENT
AMENDED
AND RESTATED AGREEMENT (the “Agreement”) dated October 29, 2009, by and
between GENERAL ELECTRIC COMPANY, a New York corporation (“GE”) and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE
CAPITAL”).
WITNESSETH:
WHEREAS, GE owns indirectly all of the
outstanding common stock of GE Capital;
WHEREAS, GE and GE Capital consider it
to be in their respective best interests that the ratio of earnings to fixed
charges of GE Capital and consolidated affiliates be not less than 1.10 for each
GE Capital fiscal year; and
WHEREAS, GE and GE Capital wish to
amend and restate an agreement entered into on March 28, 1991.
NOW, THEREFORE, in consideration of the
foregoing, the mutual advantage and benefit of the parties hereto and other good
and valuable consideration, the parties hereto hereby agree as
follows:
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1.
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GE
shall make income maintenance payments to GE Capital, constituting
additions to the pre-tax income of GE Capital, to the extent that such
payments are necessary to cause the ratio of earnings to fixed charges of
GE Capital and consolidated affiliates (determined on a consolidated basis
and in accordance with present SEC regulations) to be not less than 1.10
for the period, as a single aggregation, of each GE Capital fiscal year
commencing with the GE Capital fiscal year ending December 31,
1991.
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2.
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This
Agreement may not be amended in a manner adverse to GE Capital unless (a)
holders of not less than 50.1% of the aggregate principal amount of senior
unsecured debt securities (with an original stated maturity in excess of
270 days) issued, or guaranteed, by GE Capital and outstanding at the time
of such proposed amendment, consent to the amendment, or (b) the amendment
does not result in a downgrade of GE Capital’s long-term ratings at the
time of such amendment (as determined by each of Moody’s Investor Service,
Inc. and Standard and Poors, a division of the McGraw-Hill
Companies).
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3.
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This
Agreement is not, and nothing herein contained and nothing done pursuant
hereto by GE shall be deemed to constitute, a guaranty by GE of the
payment of any indebtedness, obligation or liability of any kind or
character whatsoever of GE Capital or any of GE Capital’s direct or
indirect subsidiaries.
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4.
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This
Agreement may be terminated by five years’ prior written notice thereof
given by either party to the other and shall terminate on the date which
is the fifth anniversary of the date of such notice of
termination. Upon such termination of this Agreement, no
further obligation on the part of GE shall thereafter arise hereunder to
make any income maintenance payment to GE
Capital.
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5.
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This
Agreement shall be governed by the laws of the State of New
York.
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6.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed the day and year first above
written.
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(1)
GENERAL
ELECTRIC COMPANY
By: /s/ Keith S.
Sherin
Name: Keith S.
Sherin
Title: Vice
Chairman and Chief Financial Officer
GENERAL
ELECTRIC CAPITAL CORPORATION
By: /s/ Michael A.
Neal
Name: Michael A.
Neal
Title: Chairman, President
and Chief Executive Officer
(2)