Syndicated Credit Facility

Exhibit (1)


CONFORMED COPY


AGREEMENT


DATED 25TH MARCH, 1998


EURO 6,000,000,000


SYNDICATED CREDIT FACILITY


FOR


THE GENERAL ELECTRIC COMPANY, p.l.c.


ARRANGED BY


BANCA COMMERCIALE ITALIANA S.p.A., LONDON BRANCH
BANQUE NATIONALE DE PARIS
BARCLAYS CAPITAL
CHASE MANHATTAN plc
MIDLAND BANK plc
J. P. MORGAN SECURITIES LTD.
SBC WARBURG DILLON READ
WESTDEUTSCHE LANDESBANK GIROZENTRALE
as Joint Lead Arrangers


with


HSBC INVESTMENT BANK PLC
as Agent


and


MARINE MIDLAND BANK
as US Swingline Agent


ALLEN & OVERY CLIFFORD CHANCE
London London
for the Borrower for the Banks


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INDEX


Clause Page


1. Interpretation........................................................1 2. The Facilities.......................................................16 3. Purpose..............................................................18 4. Conditions Precedent.................................................18 5. Advance Facilities...................................................18 6. Bill Facility........................................................22 7. Bills................................................................24 8. Repayment............................................................25 9. Prepayment and Cancellation..........................................26 10. Interest.............................................................29 11. Payments.............................................................30 12. Taxes................................................................33 13. Market Disruption....................................................37 14. Availability of Currencies...........................................38 15. Increased Costs......................................................40 16. Illegality and Mitigation............................................41 17. Guarantee............................................................42 18. Representations and Warranties.......................................44 19. Undertakings.........................................................46 20. Default..............................................................47 21. The Agents and the Joint Lead Arrangers..............................49 22. Fees.................................................................54 23. Expenses.............................................................56 24. Stamp Duties.........................................................56 25. Indemnities..........................................................56 26. Evidence and Calculations............................................57 27. Amendments and Waivers...............................................58 28. Changes to the Parties...............................................59 29. Disclosure of Information............................................62 30. Set-Off..............................................................63 31. Pro Rata Sharing.....................................................63 32. Severability.........................................................64 33. Counterparts.........................................................64 34. Notices..............................................................64 35. Language.............................................................66 36. Jurisdiction.........................................................66 37. Governing Law........................................................67


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Schedule Page


1. Part I - Banks and Commitments.......................................68
Part II - Swingline Banks and Swingline Commitments..................69 2. Original Borrowers...................................................70 3. Conditions Precedent Documents.......................................71
Part I - To Be Delivered Before The First Advance....................71
Part II - To Be Delivered By An Additional Borrower..................72 4. Calculation of the MLA Cost..........................................73 5. Form of Request......................................................75 6. Forms of Accession Documents.........................................76
Part I - Novation Certificate........................................76
Part II - Borrower Accession Agreement...............................78
Part III - Form of Borrower Novation Agreement.......................79 7. Form of Bill.........................................................81 Signatories...................................................................82


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THIS AGREEMENT is dated 25th March, 1998 BETWEEN:


(1) THE GENERAL ELECTRIC COMPANY, p.l.c. (Company No. 67307) (the "Parent");


(2) THE SUBSIDIARIES OF THE PARENT listed in Schedule 2 (if any) as original
borrowers (the "Original Borrowers");


(3) BANCA COMMERCIALE ITALIANA S.p.A., LONDON BRANCH, BANQUE NATIONALE DE
PARIS, BARCLAYS CAPITAL, CHASE MANHATTAN plc, MIDLAND BANK plc, J. P.
MORGAN SECURITIES LTD., SWISS BANK CORPORATION (acting through its division
SBC WARBURG DILLON READ), WESTDEUTSCHE LANDESBANK GIROZENTRALE each as a
joint lead arranger (each a "Joint Lead Arranger");


(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks;


(5) HSBC INVESTMENT BANK PLC as agent (the "Agent"); and


(6) MARINE MIDLAND BANK as US swingline agent (in this capacity the "US
Swingline Agent").


IT IS AGREED as follows:


1. INTERPRETATION


1.1 Definitions


In this Agreement:


"Acceptance Commission Rate"


means 0.175 per cent, per annum.


"Additional Borrower"


means a Subsidiary of the Parent which becomes a Borrower in accordance
with Clause 28.4 (Additional Borrowers).


"Advance"


means a Tranche A Advance, a Tranche B Advance or a Swingline Advance.


"Advance Facility"


means the facility to draw Tranche A Advances, Tranche B Advances or
Swingline Advances referred to in sub-clauses 2.1(a), (b) and (c)
(Facilities) respectively.


"Affiliate"


for the purposes of this Agreement means a Subsidiary or a holding company
(as defined in Section 736 of the Companies Act 1985) of a person and any
other Subsidiary of that holding company.


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"Agent's Spot Rate of Exchange"


means the spot rate of exchange as determined by the Agent for the purchase
of the relevant Optional Currency in the London foreign exchange market
with euros at the relevant time on a particular day, but for the purpose of
any conversion after the Commencement Date between the euro and a national
currency unit (and vice versa) the rate shall be that determined in
accordance with EMU legislation.


"Agreed Percentage"


means in relation to a Bank (other than a Swingline Bank) and a Swingline
Advance, the amount of its Tranche B Commitment expressed as a percentage
of the Tranche B Total Commitments.


"Anniversary"


means an anniversary of the Signing Date.


"Applicable Taxes"


means any tax levied or imposed by the United Kingdom or any country in
which any Borrower is incorporated or any jurisdiction from or through
which any payment under this Agreement is made.


"Banks"


means those financial institutions listed in Schedule 1 and their
respective successors and assigns which are for the time being
participating in the Facilities.


"Barclays Capital"


means Barclays Capital Group, the investment banking division of Barclays
Bank PLC.


"Bill"


means a Sterling bill of exchange substantially in the form of Schedule 7.


"Bill Facility"


means the facility to draw Bills for acceptance by the Banks under Tranche
A or Tranche B referred to in sub-clauses 2.1(a) and (b) (Facilities)
respectively.


"Borrower"


means the Parent, the Original Borrowers and each Additional Borrower.


"Borrower Accession Agreement"


means a letter substantially in the form of Part II of Schedule 6 with such
amendments as the Agent may, at the request of the Parent, approve.


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"Borrowings"


means any indebtedness (whether as principal or surety) for or in respect
of money borrowed (including amounts raised by acceptances under any
acceptance credit, bills, bonds, debentures and similar securities and
finance leases arranged primarily to raise finance) and the net amount of
any liability under any treasury transaction with a bank or financial
institution but excluding in each case any such indebtedness:


(a) arising for or in respect of assets or services acquired or sold in
the ordinary course of business (except to the extent it is a treasury
transaction or would be treated as a loan, overdraft or obligation
under a finance lease in the audited consolidated annual accounts of
the Group); and


(b) owing by one member of the Group to another member of the Group.


"Business Day"


means:


(a) a day (other than a Saturday or Sunday) on which banks are open for
general interbank business (other than operation only of business in
euros) in:


(i) London in relation to the day any Request (except a Request for
Swingline Advances in U.S. Dollars or euros) is made and, unless
(b) below applies, for any other purpose;


(ii) if a payment is required in an Optional Currency (including but
not limited to Sterling), the principal financial centre of the
country of that Optional Currency; and


(iii) if a payment is required in ECU (at any time prior to the
Commencement Date), Paris and Brussels; and


(b) in relation to a payment or rate fixing in or other matter relating to
euros, a day on which the Trans-European Automated Real-time Gross
settlement Express Transfer system (TARGET) is operating.


"Code"


means, on any date, the United States Internal Revenue Code of 1986, as
amended and the regulations promulgated and rulings issued thereunder, all
as the same may be in effect at such date.


"Commencement Date"


means the date of commencement of the third stage of EMU as contemplated by
the Treaty (at the date of this Agreement, expected to be 1st January,
1999).


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"Commitment"


means, in respect of a Bank, the aggregate of its Tranche A Commitment and
Tranche B Commitment (including its Swingline Commitment or the Swingline
Commitment of its Swingline Affiliate, if applicable), in each case to the
extent not cancelled or reduced under this Agreement.


"Controlled Group"


means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which,
together with any Obligor are treated as a single employer under Section
414 of the Code.


"Default"


means an Event of Default or an event which, with the giving of any notice
or expiry of any grace period, in each case specified in Clause 20
(Default), would constitute an Event of Default.


"EBDR"


means the rate determined by the Agent to be the arithmetic mean (rounded,
if necessary, to the nearest five decimal places with the midpoint rounded
upwards) of the respective rates notified to the Agent by the Reference
Banks (provided at least two Reference Banks are quoting) at or about 10.30
a.m. on the Utilisation Date for a Bill at which Eligible Bills with a face
amount of (Pounds)1,000,000 and of an equivalent tenor can be discounted in
the London discount market at or about that time.


"ECU"


means the ECU, as referred to in Article 109g of the Treaty and as defined
in Council Regulation (EC) No. 3320/94, that is from time to time used as
the unit of account of the European Communities; changes to the ECU may be
made by the European Communities, in which event the ECU will change
accordingly.


"Eligible Bill"


means a Sterling bill of exchange eligible for rediscounting at the Bank of
England.


"EMU"


means Economic and Monetary Union as contemplated in the Treaty.


"EMU legislation"


means legislative measures of the European Council for the introduction of,
changeover to, or operation of, a single or unified European currency.


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"ERISA"


means the U.S. Employee Retirement Income Security Act of 1974, as amended
from time to time and any successor statute of similar import, together
with any rule or regulation issued thereunder.


"euro" or "euros"


means the single currency to be introduced on the Commencement Date but,
prior to the Commencement Date, references to the "euro" or to "euros" will
be read as references to ECU in accordance with Clause 11.4(b) (Currency).


"euro unit"


means a unit of the euro as defined in EMU legislation.


"Event of Default"


means an event specified as such in Clause 20 (Default).


"Facility"


means any of the Advance Facilities or the Bill Facility.


"Facility Office"


means the office(s) notified by a Bank to the Agent and the Parent:


(a) on or before the date it becomes a Bank; or


(b) subject to Clause 28.6 (Change of Facility Office), by not less than
five Business Days' notice to the Agent and the Parent,


as the office(s) through which it will perform all or any of its
obligations under this Agreement.


"Federal Funds Rate"


means, for any period, a fluctuating interest rate per annum equal for each
day during such period to the weighted average of the rates on overnight
United States Federal funds transactions with members of the United States
Federal Reserve System arranged by Federal funds brokers, as published for
such day (or, if such day is not a New York Business Day, for the
immediately preceding New York Business Day) by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a New
York Business Day, the average of the quotations for such day on such
transactions received by the US Swingline Agent from three Federal funds
brokers of recognised standing selected by it.


"Fee Letters"


means each letter dated on or about the Signing Date:


(a) between the Agent and the Parent; and


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(b) between the Joint Lead Arrangers and the Parent,


in each case setting out the amount of various fees referred to in Clause
22 (Fees).


"Finance Document"


means this Agreement, each Fee Letter, a Bill, a Novation Certificate, a
Borrower Accession Agreement, each Novation Agreement entered into as
contemplated by Clause 9.5(b)(iii) (Changes to Borrowers) or any other
document designated in writing as such by the Agent and the Parent.


"Finance Party"


means each Joint Lead Arranger, a Bank, the Agent and the US Swingline
Agent.


"Group"


means the Parent and its Subsidiaries.


"Interest Period"


in relation to a Term-out Advance, has the meaning given to it in Clause
10.1 (Interest Periods for Term-out Advances).


"LIBOR"


means in relation to any Advance or unpaid sum:


(a) the rate per annum of the offered quotation for deposits in the
currency of the relevant Advance or unpaid sum for a period equal to
or as near as possible to the required period which appears on
Telerate Page 3750 or Telerate Page 3740 (as appropriate) at or about
11.00 a.m. on the applicable Rate Fixing Day; or


(b) if the rate cannot be determined under paragraph (a) above, the rate
determined by the Agent to be the arithmetic mean (rounded, if
necessary, to the nearest five decimal places with the midpoint
rounded upwards) of the respective rates notified to the Agent by each
of the Reference Banks quoting (provided that at least two Reference
Banks are quoting) as the rate at which it is offering deposits in the
required currency and for the required period in an amount comparable
to the participation of that Reference Bank (or, if it is not a Bank,
the participation of its Affiliate which is a Bank) in the Advance or
unpaid sum to prime banks in the London interbank market at or about
11.00 a.m. on the Rate Fixing Day for such period.


For the purpose of this definition:


(i) "required period" means the applicable Interest Period for a Term-out
Advance, the Term for Tranche A Advances (except Term-out Advances) or
for Tranche B Advances or the period in respect of which LIBOR falls
to be determined in relation to such unpaid sum; and


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(ii) "Telerate Page 3750" means the display designated as Page 3750, and
"Telerate Page 3740" means the display designated as Page 3740, in
each case on the Telerate Service (or such other pages as may replace
page 3750 or Page 3740 on that service or such other service as may be
nominated by the British Bankers' Association (including the Reuters
Screen) as the information vendor for the purposes of displaying
British Bankers' Association Interest Settlement Rates for deposits in
the currency concerned).


"Majority Banks"


means, at any time:


(a) if any Utilisations are outstanding, Banks with an aggregate Original
Euro Amount of Advances or Bills at that time of more than 66 2/3 per
cent. of the aggregate Original Euro Amount of all Advances and Bills
then outstanding; or


(b) if no Utilisations are outstanding, Banks whose Commitments then
aggregate more than 66 2/3 per cent. of the Total Commitments (or, if
the Total Commitments have been reduced to zero, aggregated more than
66 2/3 per cent. of the Total Commitments immediately before the
reduction).


"Mandatory Prepayment Event"


means the event specified in Clause 9.4 (Mandatory Prepayment Event).


"Margin"


means 0.175 per cent. per annum.


"Maturity Date"


means the last day of the Term of an Advance or a Bill.


"MLA Cost"


means in relation to an Advance in Sterling, the cost of compliance with
the Mandatory Liquid Assets requirements of the Bank of England during its
Term or Interest Period, determined in accordance with Schedule 4.


"national currency unit"


means the unit of currency (other than a euro unit) of a Treaty Country.


"New York Business Day"


means a day (other than a Saturday or Sunday) on which banks are open for
interbank business generally in New York.


"Novation Certificate"


has the meaning given to it in Clause 28.3(a)(i) (Procedure for novations).


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"Obligor"


means the Parent and each Borrower.


"Optional Currency"


means, in relation to any Advance or proposed Advance, Sterling, U.S.
Dollars or any other currency other than euros which is readily available
and freely transferable in the London foreign exchange market in sufficient
amounts to fund that Advance.


"Original Euro Amount"


means:


(a) the principal amount of an Advance denominated in euros; or


(b) the principal amount of an Advance denominated in any other currency
or a Bill, translated into euros on the basis of the Agent's Spot Rate
of Exchange on the date of receipt by the Agent of the Request for
that Advance or Bill.


"Party"


means a party to this Agreement.


"PBGC"


means the U.S. Pension Benefit Guaranty Corporation, or any successor
thereto.


"Permitted Security Interest"


means:


(a) a lien or right of set-off arising by operation of law (or by
agreement evidencing a lien or right of set-off) and in each case in
the ordinary course of business;


(b) any Security Interest securing any Borrowings of any Obligor which
becomes a member of the Group after the Signing Date which was in
existence when that Obligor became a member of the Group and was not
created in contemplation of that Obligor becoming a member of the
Group;


(c) a Security Interest over an asset acquired by an Obligor after the
Signing Date and to which such asset was subject at the time of such
acquisition provided it was not created in contemplation of that
acquisition;


(d) any Security Interest the principal purpose and effect of which is to
allow the setting-off or netting of obligations:


(i) with those of a financial institution; or


(ii) under swaps or other derivative agreements,


in the ordinary course of the cash management arrangements of the
Group;


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(e) any retention of title reserved by any seller of goods or any Security
Interest imposed, reserved or granted over goods supplied by such
seller in the ordinary course of business;


(f) any Security Interest arising out of or in connection with pre-
judgement legal process or a judgement or a judicial award relating to
security for costs;


(g) a Security Interest securing any refinancing of amounts secured under
(b) or (c)above provided the amount secured does not exceed the amount
originally secured;


(h) a Security Interest which the Majority Banks have at any time agreed
in writing shall be a Permitted Security Interest; and


(i) Security Interests (other than Security Interests permitted by
paragraphs (a) to (h) above) which secure, in aggregate, Borrowings in
an amount not exceeding 15 per cent. of the Total Consolidated Assets
of the Group.


"Plan"


means an employee pension benefit plan which is covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which an Obligor or any member of the Controlled Group has any
obligation to contribute.


"Prime Rate"


means the prime commercial lending rate for U.S. Dollars from time to time
announced by the US Swingline ...