Securities Law & Instruments


Mutual Reliance Review System for ExemptiveRelief Applications - variation of conditions in previous DecisionDocument.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 144.

Applicable Ontario Rules Cited

OSC Rule 51-501- AIF and MD&A.

















WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Quebec, New Brunswick, Prince Edward Island, Nova Scotia andNewfoundland and Labrador (collectively, the "Jurisdictions")has received an application from General Electric Capital Corporation("GE Capital"), Heller Financial, Inc. ("HellerUS") and Heller Financial Canada, Ltd. (the "Issuer",and together with GE Capital and Heller US, the "Filer")for a decision (the "Decision") under the securitieslegislation of the Jurisdictions (the "Legislation")to vary the MRRS Decision Document dated March 2, 2001, as variedJune 12, 2001 (collectively, the "Previous Decision")In the Matter of Heller Financial, Inc. and Heller FinancialCanada, Ltd., which granted relief from certain requirementscontained in the Legislation;

AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this application;

AND WHEREAS the Filerhas represented to the Decision Makers that:

1. The Issuer established a program to raiseup to approximately CDN$750 million in Canada (the "Offering")through its issuance of non-convertible debt securities (the"Notes") from time to time over a two-year periodpursuant to a short form base shelf prospectus dated March20, 2001;

2. The Issuer has raised CDN$200 million underthe Offering;

3. The Notes are fully and unconditionallyguaranteed by Heller US as to payment of principal, interestand all other amounts due thereunder within 15 days of failureby the Issuer to make any such payment. All Notes have anApproved Rating (as defined in National Instrument 44-101("NI 44-101"));

4. The Previous Decision granted relief, subjectto certain conditions, from, among other things, the requirementscontained in the Legislation that:

(a) the Issuer file with the Decision Makersand send to its shareholders audited annual financial statementsand annual reports, where applicable (the "Annual FinancialStatement Requirements");

(b) the Issuer file with the Decision Makersand send to its shareholders unaudited interim financialstatements (the "Interim Financial Statement Requirements");

(c) the Issuer issue and file with the DecisionMakers press releases and file with the Decision Makersmaterial change reports (together, the "Material ChangeRequirements");

(d) the Issuer comply with the proxy andproxy solicitation requirements, including filing with theDecision Makers an information circular or report in lieuthereof (the "Proxy Requirements"); and

(e) under Ontario Securities CommissionRule 51-501 AIF and MD&A, section 159 of the regulationto the Securities Act (Quebec) and Saskatchewan SecuritiesCommission Local Policy 6.2, the Issuer file with the applicableDecision Makers an annual information form (the "AnnualInformation Form Requirement");

5. GE Capital acquired all of the outstandingcommon stock of Heller US on October 25, 2001 (the "Acquisition");

6. GE Capital was incorporated in 1943 inthe State of New York under the provisions of the New YorkBanking Law relating to investment companies, as successorto General Electric Contracts Corporation, which was formedin 1932. Until 1987, the name of GE Capital was General ElectricCredit Corporation. GE Capital was reincorporated in 2001in the State of Delaware;

7. All outstanding common stock of GE Capitalis owned by General Electric Capital Services, Inc., the commonstock of which is in turn wholly owned directly or indirectlyby General Electric Company ("GEC"). GEC is a diversifiedindustrial company whose common stock is listed and postedfor trading on the facilities of the New York Stock Exchange;

8. GE Capital is a diversified financial servicescompany and is organized into four businesses - GE CommercialFinance, GE Equipment Management, GE Consumer Finance andGE Insurance. As at December 31, 2001, GE Capital had totalassets of more than US$381 billion;

9. GE Capital is not a reporting issuer orthe equivalent in any of the Jurisdictions;

10. GE Capital has been a reporting companyunder the United States Securities Exchange Act of 1934, asamended (the "1934 Act"), for more than 15 years;

11. GE Capital has filed with the United StatesSecurities and Exchange Commission (the "SEC") allfilings required to be made with the SEC under the 1934 Actduring the last 12 months;

12. GE Capital's outstanding long term debtis rated "AAA" by both Standard & Poor's andMoody's Investors Services. As at December 31, 2001, GE Capitalhad more than US$75 billion in long term debt outstanding.GE Capital also had more than $110 billion outstanding inthe commercial paper markets as at December 31, 2001;

13. The rating of Heller US and Heller Canadawas raised by Standard & Poor's and Moody's InvestorsService from "A-" to "AAA" as a resultof the Acquisition;

14. Beginning with the interim financial statementsfor its third quarter ending September 30, 2002, Heller USwill not be required to file any further financial statementswith the SEC;

15. The Filer wishes to vary the conditionsof the Previous Decision so as to substitute the continuousdisclosure obligations of Heller US thereunder with thoseof GE Capital;

16. GE Capital will fully and unconditionallyguarantee the Notes as to payment of principal, interest andall other amounts due thereunder within 15 days of failureby the Issuer to make any such payment;

17. GE Capital will file with the Commissions,in electronic format through SEDAR under the Issuer's SEDARprofile (on a no fees basis), the documents that GE Capitalhas filed under the 1934 Act during the last year being, asof the date hereof, an annual report on Form 10-K for theyear ended December 31, 2001, quarterly reports on Form 10-Qfor the periods ending March 30, 2002 and June 29, 2002 andreports on Form 8-K dated March 21, 2002 and September 17,2002; and

18. No additional Notes will be issued underthe Offering.

AND WHEREAS under the System this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION OF the Decision Maker ineach of Ontario, Quebec and Saskatchewan under the Legislationis that the Previous Decision in respect of the Annual InformationForm Requirement be varied by substituting the following:

"THE DECISION OF the securitiesregulatory authority or securities regulator in each of Ontario,Quebec and Saskatchewan is that the Annual Information FormRequirement shall not apply to the Issuer, so long as theIssuer, Heller US and GE Capital comply with all of the requirementsof the second of the two Decisions below."

November 22, 2002.

"John Hughes"

THE DECISION OF the Decision Makers underthe Legislation is that the Previous Decision in respect ofthe Annual Financial Statement Requirements, the Interim FinancialStatement Requirements, the Material Change Requirements andthe Proxy Requirements be varied by:

1. amending paragraph (a) thereof by substitutingtherefor the following:

"GE Capital files with each of the DecisionMakers, in electronic format under the Issuer's SEDAR profile,copies of all documents filed by it with the SEC under sections13 (other than sections 13(d), (f) and (g) which relate, interalia, to holdings by GE Capital of securities of otherpublic companies) and 15(d) of the 1934 Act, within one businessday after filing with the SEC including, but not limited to,copies of any Form 10-K, Form 10-Q, Form 8-K (including pressreleases), and any proxy statements prepared in connectionwith GE Capital's annual meetings;"

2. amending paragraph (c) thereof by substitutingtherefor the following:

"GE Capital complies with the applicablerequirements of the 1934 Act in respect of making public disclosureof material information on a timely basis and forthwith issuesin the Jurisdictions and files with the Decision Makers, inelectronic format under the Issuer's SEDAR profile, any pressrelease that discloses a material change in GE Capital's affairs;"

3. amending paragraph (d) thereof by substitutingtherefor the following:

"GE Capital remains the direct or indirectbeneficial owner of all the issued and outstanding votingsecurities of the Issuer;"

4. amending paragraph (e) thereof by substitutingtherefor the following:

"GE Capital maintains a class of securitiesregistered pursuant to section 12(b) or 12(g) of the 1934Act or is required to file reports under section 15(d) ofthe 1934 Act;"

5. amending paragraph (f) thereof by substitutingtherefor the following:

"if there is a material change in respectof the business, operations or capital of the Issuer thatis not a material change in respect of GE Capital, the Issuerwill comply with the requirements of the Legislation to issuea press release and file a material change report notwithstandingthat the change may not be a material change in respect ofGE Capital;"

6. amending paragraph (g) thereof by substitutingtherefor the following:

"GE Capital continues to fully and unconditionallyguarantee the Notes as to the payments required to be madeby the Issuer to holders of the Notes;"

7. amending paragraph (h) thereof by substitutingtherefor the following:

"the Issuer does not issue additionalsecurities other than debt securities ranking pari passuto the Notes, any debentures issued in connection with thesecurity granted by the Issuer to the holders of Notes ordebt ranking pari passu with the Notes, and those securitiescurrently issued and outstanding, other than to GE Capitalor to direct or indirect wholly owned subsidiaries of GE Capital;"

8. amending paragraph (i) thereof by substitutingtherefor the following:

"if debt securities ranking pari passuwith the Notes are hereinafter issued by the Issuer, GE Capitalshall fully and unconditionally guarantee such debt securitiesas to the payments required to be made by the Issuer to holdersof such debt securities;"

November 22, 2002.

"Robert L. Shirriff"                    "HaroldP. Hands"