CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WTH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND...Master Outsourcing Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Delaware
AMENDED AND RESTATED MASTER OUTSOURCING AGREEMENT (“Agreement”) entered into as of the Execution Date, by and between General Electric Capital Assurance Company, a Delaware insurance company, with offices at 6604 West Broad Street, Richmond, Virginia 23230 (“CUSTOMER”) and GE Capital International Services, a corporation duly formed and existing under the laws of India with a place of business at AIFGECIS Building, 1 Rafi Marg, Delhi-110001 and Corporate office at 90A Sector 18, Gurgaon, Haryana (“PROVIDER”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2004, is entered into by and between Genworth Financial, Inc., a Delaware corporation (including its successors, the “Company”), and GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”).
REINSURANCE AGREEMENT between FINANCIAL ASSURANCE COMPANY LIMITED and VIKING INSURANCE COMPANY, LIMITED Dated as of 21 April 2004Reinsurance Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • England
This Agreement, dated as of 21 April, 2004 (this “Agreement”) is made and entered into by and between Financial Assurance Company Limited, an insurance company organised under the laws of England (the “Company”), and Viking Insurance Company, Limited, an insurance company organised under the laws of Bermuda (the “Reinsurer”). Defined terms used herein are defined below.
This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT, dated as of January 1, 2004 (this “Agreement”), between TRINITY FUNDING COMPANY, LLC, a New York limited liability company (the “Company”) and GENWORTH FINANCIAL ASSET MANAGEMENT, LLC, a Virginia...Liability and Portfolio Management Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
Manager shall comply with Section 2.04 hereof and the Listed Obligations and shall prepare all reports relating to the Company as are necessary or desirable for compliance with the Sarbanes-Oxley Act of 2002 and any other financial reporting requirements of the Company under applicable law and external regulation. Thirty (30) days or such shorter or longer period as is specified by the applicable accounting firm or regulatory body to allow for compliance with the applicable regulatory or disclosure requirement.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is executed effective as of May 24, 2004, by and among GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”), and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY AND GE ASSET MANAGEMENT INCORPORATED DATED AS OF MARCH 24, 2004Investment Management and Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Delaware
THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of March, 2004 (the “Effective Date”), by and between GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company domiciled in the State of Delaware (“Client”), and GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation (“Manager”).
PURCHASE CONTRACT AND PLEDGE AGREEMENTPurchase Contract and Pledge Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May 24, 2004, among Genworth Financial, Inc., a Delaware corporation (the “Company”), The Bank of New York, a New York banking corporation, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
INVESTMENT MANAGEMENT AGREEMENT Between FINANCIAL ASSURANCE COMPANY LIMITED -and- GE ASSET MANAGEMENT LIMITEDInvestment Management Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • England
INTELLECTUAL PROPERTY CROSS LICENSEIntellectual Property Cross License • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
This INTELLECTUAL PROPERTY CROSS LICENSE (“Agreement”) dated as of May 24, 2004, is entered into by GENERAL ELECTRIC COMPANY, a New York corporation (“GE”) and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”). GE and Genworth are sometimes referred to herein as a “party” or collectively as the “parties”.
REINSURANCE AGREEMENT between VIE PLUS and Dated as of 19 May 2004Reinsurance Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance
This Agreement, dated as of 19 May 2004 (the “Agreement”) is made and entered into by and between VIE PLUS, an insurance company organised under French law (the “Company”), and R.D PLUS, an insurance company organised under French law (the “Reinsurer”).
BUSINESS SERVICES AGREEMENT dated January 1, 2004 between GNA CORPORATION and UNION FIDELITY LIFE INSURANCE COMPANYBusiness Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Illinois
This Business Services Agreement, dated January 1, 2004 (this “Agreement”), is made by and between GNA CORPORATION, a Washington corporation (“GNA”) and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (the “Company”).
GENWORTH FINANCIAL, INC. AND THE BANK OF NEW YORK, as TrusteeSupplemental Indenture • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture No. 1”), dated as of May 24, 2004, is between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
FIVE-YEAR CREDIT AGREEMENT dated as of April 30, 2004 Among GENWORTH FINANCIAL, INC. as Borrower, the Lenders Party Hereto and JPMorgan Chase Bank and Bank of America, N.A., as Co-Administrative Agents $1,000,000,000 REVOLVING CREDIT FACILITY J.P....Five-Year Credit Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 30, 2004, among GENWORTH FINANCIAL, INC. (“Genworth”), a Delaware corporation, as borrower (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), JPMORGAN CHASE BANK (“JPMorgan Chase Bank”) and BANK OF AMERICA, N.A. (“Bank of America”), as co-administrative agents (in such capacity, the “Co-Administrative Agents”) and JPMORGAN CHASE BANK, as paying agent (in such capacity, the “Paying Agent”).
This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT, dated as of January 1, 2004 (this “Agreement”), among GE FUNDING CAPITAL MARKET SERVICES, INC. (f/k/a FGIC CAPITAL MARKET SERVICES, INC.), a Delaware corporation (the “Company”), GENWORTH FINANCIAL...Liability and Portfolio Management Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
Manager shall comply with the requirements of contracts to which it is a party, and all applicable laws and regulations. Thirty (30) days or such other period as is specified in the applicable agreement or regulation or as is directed by the applicable regulatory body.
MORTGAGE SERVICES AGREEMENT dated as of May 24, 2004 by and among GE MORTGAGE SERVICES, LLC, GE MORTGAGE HOLDINGS LLC, GE MORTGAGE CONTRACT SERVICES INC. andMortgage Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS MORTGAGE SERVICES AGREEMENT, dated as of May 24, 2004, is made by and among GE MORTGAGE SERVICES, LLC, a North Carolina limited liability company (“Mortgage Services”), GE MORTGAGE HOLDINGS LLC, a North Carolina limited liability company (“GEMH”), GE MORTGAGE CONTRACT SERVICES INC., a Delaware corporation (“Contract Services”) and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”, and together with Mortgage Services, GEMH and Contract Services, the “Parties”).
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WTH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. Dated 28 April...Confidential Treatment Requested • June 7th, 2004 • Genworth Financial Inc • Life insurance
364-DAY CREDIT AGREEMENT dated as of April 30, 2004 Among GENWORTH FINANCIAL, INC. as Borrower, the Lenders Party Hereto and JPMorgan Chase Bank and Bank of America, N.A., as Co-Administrative Agents $1,000,000,000 REVOLVING CREDIT FACILITY Banc of...364-Day Credit Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 30, 2004, among GENWORTH FINANCIAL, INC. (“Genworth”), a Delaware corporation, as borrower (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), JPMORGAN CHASE BANK (“JPMorgan Chase Bank”) and BANK OF AMERICA, N.A. (“Bank of America”), as co-administrative agents (in such capacity, the “Co-Administrative Agents”) and JPMORGAN CHASE BANK, as paying agent (in such capacity, the “Paying Agent”).
ADMINISTRATIVE SERVICES AGREEMENT by and between UNION FIDELITY LIFE INSURANCE COMPANY and GE GROUP LIFE ASSURANCE COMPANYAdministrative Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Illinois
180-DAY BRIDGE CREDIT AGREEMENT dated as of April 30, 2004 Among GENWORTH FINANCIAL, INC., as Borrower, And The Lenders Party Hereto180-Day Bridge Credit Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 30, 2004, among GENWORTH FINANCIAL, INC. (the “Borrower”), the Lenders party hereto and Citicorp North America, Inc., as Administrative Agent.
This Taxation Management Agreement is made on 24th May 2004 between the following parties: Recitals The parties agreeTaxation Management Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
24 May] 2004 TRANSITIONAL SERVICES AGREEMENT between FINANCIAL INSURANCE GROUP SERVICES LIMITEDTransitional Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • England and Wales
MASTER AGREEMENT AMONG GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GEI, INC., GE FINANCIAL ASSURANCE HOLDINGS, INC. AND GENWORTH FINANCIAL, INC. Dated May 24, 2004Master Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
MASTER AGREEMENT, dated May 24, 2004 (this “Agreement”), among General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”, and collectively with GE, GEI and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”). Certain terms used in this Agreement are defined in Section 1.1.
REMARKETING AGREEMENTRemarketing Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
This Agreement is dated as of May 24, 2004 (the “Agreement”) by and among Genworth Financial, Inc., a Delaware corporation (the “Company”), Morgan Stanley & Co. Incorporated, as the remarketing agent (the “Remarketing Agent”), and The Bank of New York, a New York banking corporation, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).
CANADIAN TAX MATTERS AGREEMENT AMONG GENERAL ELECTRIC COMPANY GENERAL ELECTRIC CAPITAL CORPORATION GECMIC HOLDINGS INC. GE CAPITAL MORTGAGE INSURANCE COMPANY (CANADA) AND GENWORTH FINANCIAL, INC. MADE AS OF MAY 24, 2004Canadian Tax Matters Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Ontario
TAX MATTERS AGREEMENT by and among GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GE FINANCIAL ASSURANCE HOLDINGS, INC., GEI, INC., and GENWORTH FINANCIAL, INC. Dated as ofTax Matters Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • Florida
This Agreement is made this 24th day of May, 2004 among the General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”, and collectively with GE, GEI, and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”).
AGREEMENT REGARDINGAgreement Regarding • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
THIS AGREEMENT REGARDING CONTINUED REINSURANCE OF INSURANCE PRODUCTS (this “Agreement”) is dated as of this 24th day of May, 2004, by and between General Electric Capital Company, a Delaware corporation (“GECC”), and Viking Insurance Company Ltd., a Bermuda insurance company (“Viking”).
EUROPEAN TAX MATTERS AGREEMENTTax Matters Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance
DERIVATIVES MANAGEMENT SERVICES AGREEMENT AMONG GE LIFE AND ANNUITY ASSURANCE COMPANY, FEDERAL HOME LIFE INSURANCE COMPANY, FIRST COLONY LIFE INSURANCE COMPANY, GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, AND GENWORTH FINANCIAL, INC. AND GNA...Derivatives Management Services Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance
THIS DERIVATIVES MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of May, 2004 (the “Effective Date”), by and among GE LIFE AND ANNUITY ASSURANCE COMPANY, an insurance company domiciled in the Commonwealth of Virginia (“GELAAC”), FEDERAL HOME LIFE INSURANCE COMPANY, an insurance company domiciled in the Commonwealth of Virginia (“FHL”), FIRST COLONY LIFE INSURANCE COMPANY, an insurance company domiciled in the Commonwealth of Virginia (“FCL”), GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company domiciled in the State of Delaware (“GECA”; GECA, GELAAC, FHL and FCL are individually a “Client” and collectively, the “Clients”), Genworth Financial, Inc., a Delaware corporation (“GENWORTH”), GNA CORPORATION, a Washington corporation (“GNA”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”).
