CREDIT AGREEMENT dated as of September 26, 2013 among GENWORTH HOLDINGS, INC., as Borrower GENWORTH FINANCIAL, INC., as Parent and Guarantor The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BARCLAYS BANK PLC and BANK OF...Credit Agreement • September 27th, 2013 • Genworth Financial Inc • Life insurance • New York
CREDIT AGREEMENT (this “Agreement”) dated as of September 26, 2013 among GENWORTH HOLDINGS, INC., as Borrower, GENWORTH FINANCIAL, INC., as Parent and Guarantor, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS BANK PLC and BANK OF AMERICA, N.A., as Co-Syndication Agents and DEUTSCHE BANK SECURITIES INC., FIFTH THIRD BANK, GOLDMAN SACHS BANK USA and UBS SECURITIES LLC, as Co-Documentation Agents.
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”).
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”).
GENWORTH FINANCIAL, INC. 7.625% Senior Notes due 2021 UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2012 • Genworth Financial Inc • Life insurance • New York
TRUST AGREEMENTTrust Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • New York
This TRUST AGREEMENT, dated as of April 15, 2004 (this “Trust Agreement”), among Union Fidelity Life Insurance Company, an insurance company organized under the Laws of the State of Illinois (the “Grantor”), Federal Home Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Beneficiary”), and The Bank of New York, a New York corporation (the “Trustee”) (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties”). All terms not defined herein shall have the same meanings as set forth in the Coinsurance Agreement (as hereinafter defined).
Dear #ParticipantName#:Restricted Stock Unit Award Agreement • May 3rd, 2024 • Genworth Financial Inc • Life insurance
This Award Agreement and the 2021 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”) together govern your rights under this Award Agreement and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
COINSURANCE AGREEMENT between GE LIFE AND ANNUITY ASSURANCE COMPANY and UNION FIDELITY LIFE INSURANCE COMPANY Dated as of April 15, 2004Coinsurance Agreement • April 19th, 2004 • Genworth Financial Inc • Life insurance • Virginia
This Coinsurance Agreement, dated as of April 15, 2004 (this “Agreement”), is made and entered into by and between GE Life and Annuity Assurance Company, an insurance company organized under the laws of the Commonwealth of Virginia (the “Company”), and Union Fidelity Life Insurance Company, an insurance company organized under the laws of the State of Illinois (the “Reinsurer”). Defined terms used herein are defined below.
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.
Restricted Stock Unit Award Agreement Dear [Participant Name]:Restricted Stock Unit Award Agreement • March 2nd, 2015 • Genworth Financial Inc • Life insurance • Delaware
This Award Agreement and the 2012 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”) together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
48,000,000 Shares GENWORTH FINANCIAL, INC. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2009 • Genworth Financial Inc • Life insurance • New York
SECOND AMENDMENT TO COINSURANCE AGREEMENTCoinsurance Agreement • March 2nd, 2009 • Genworth Financial Inc • Life insurance • Illinois
THIS SECOND AMENDMENT TO COINSURANCE AGREEMENT, dated as of December 17, 2008 (this “Amendment”) is made by and between GENWORTH LIFE INSURANCE COMPANY (formerly GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY), an insurance company organized under the laws of the State of Delaware (“Company”), and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (“Reinsurer”).
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.
Omnibus Incentive Plan Restricted Stock Unit Award Agreement Replacement Grants for other than September 2003 AwardRestricted Stock Unit Award Agreement • December 5th, 2005 • Genworth Financial Inc • Life insurance • Delaware
Congratulations on your selection as a Participant in the 2004 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
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”).
GENWORTH FINANCIAL, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE NO. 7 Dated as of November 22, 2010Supplemental Indenture • November 22nd, 2010 • Genworth Financial Inc • Life insurance
THIS SUPPLEMENTAL INDENTURE No. 7 (this “Supplemental Indenture No. 7”), dated as of November 22, 2010, is between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to JPMorgan Chase Bank, N.A.), a national banking association, as Trustee (the “Trustee”).
Stock Appreciation Rights with a Maximum Share Value Award Agreement Dear [Participant Name]:Stock Appreciation Rights Agreement • August 5th, 2015 • Genworth Financial Inc • Life insurance • Delaware
This Award Agreement and the 2012 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”) together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
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”).
Stock Appreciation Rights with a Maximum Share Value Award Agreement Dear [Participant Name]:Stock Appreciation Rights Award Agreement • March 3rd, 2014 • Genworth Financial Inc • Life insurance • Delaware
This Award Agreement and the 2012 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”) together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
Dear [Participant Name]:Performance Stock Unit Award Agreement • August 5th, 2020 • Genworth Financial Inc • Life insurance
You have been selected to receive a Performance Stock Unit Award (“Award”) under the 2018 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”), on the terms and conditions set forth below. This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
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
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”).
OUTSOURCING SERVICES SEPARATION AGREEMENTOutsourcing Services Separation Agreement • June 7th, 2004 • Genworth Financial Inc • Life insurance • New York
PROVIDER shall (i) assist and cooperate with CUSTOMER with respect to any regulatory examination or investigation of CUSTOMER or legal proceeding involving CUSTOMER, (ii) make available personnel with detailed knowledge of the Services to meet with CUSTOMER or any regulatory agency with jurisdiction over CUSTOMER at such place as may be requested by CUSTOMER or such regulatory agency, and (iii) employ a compliance officer to monitor the performance of the Services.
FIVE-YEAR CREDIT AGREEMENT dated as of April 21, 2005 Among GENWORTH FINANCIAL, INC. as Borrower, the Lenders Party Hereto and BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Administrative Agents $1,000,000,000 REVOLVING CREDIT FACILITYCredit Agreement • April 26th, 2005 • Genworth Financial Inc • Life insurance • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 21, 2005 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”), BANK OF AMERICA, N.A. (“Bank of America”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase Bank”), as co-administrative agents (in such capacity, the “Co-Administrative Agents”) and JPMORGAN CHASE BANK, N.A., as paying agent (in such capacity, the “Paying Agent”).
Dear #ParticipantName#:Performance Stock Unit Award Agreement • May 3rd, 2024 • Genworth Financial Inc • Life insurance
You have been selected to receive a Performance Stock Unit Award (“Award”) under the 2021 Genworth Financial, Inc. Omnibus Incentive Plan (the “Plan”), on the terms and conditions set forth below. This Award Agreement and the Plan together govern your rights under this Award and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.
FIRST AMENDMENT TO REINSURANCE AGREEMENTReinsurance Agreement • March 2nd, 2009 • Genworth Financial Inc • Life insurance
THIS FIRST AMENDMENT TO REINSURANCE AGREEMENT dated as of December 17, 2008 (this “Amendment”), is made by and between GENWORTH LIFE INSURANCE COMPANY OF NEW YORK (formerly GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK), an insurance company organized under the laws of the State of New York (“Company”) and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (“Reinsurer”).
SEVENTEENTH WAIVER AND AGREEMENTWaiver and Agreement • November 30th, 2020 • Genworth Financial Inc • Life insurance
This SEVENTEENTH WAIVER AND AGREEMENT, dated as of November 30, 2020 (this “Waiver”), is by and among Genworth Financial, Inc., a Delaware corporation (the “Company”), Asia Pacific Global Capital Co., Ltd., a limited liability company incorporated in the People’s Republic of China (“Parent”), and Asia Pacific Global Capital USA Corporation, a Delaware corporation (“Merger Sub”) (each of the Company, Parent and Merger Sub, a “Party” and collectively, the “Parties”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
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.
THIRD AMENDMENT TO REINSURANCEAGREEMENTReinsurance Agreement • February 28th, 2013 • Genworth Financial Inc • Life insurance
THIS THIRD AMENDMENT TO REINSURANCE AGREEMENT (this “Amendment”) dated as of December 17, 2012, is made by and between Genworth Life Insurance Company of New York, an insurance company organized under the laws of the State of New York (hereinafter, “Company”), and Union Fidelity Life Insurance Company, an insurance company domiciled in the state of Kansas (hereinafter, “Reinsurer”).
GENWORTH HOLDINGS, INC., as Issuer GENWORTH FINANCIAL, INC., as Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE NO. 9 Dated as of April 1, 2013Supplemental Indenture • April 1st, 2013 • Genworth Financial Inc • Life insurance • New York
THIS SUPPLEMENTAL INDENTURE No. 9 (this “Supplemental Indenture No. 9”), dated as of April 1, 2013, is by and among GENWORTH HOLDINGS, INC., a Delaware corporation (formerly known as Genworth Financial, Inc., the “Company”), GENWORTH FINANCIAL, INC., a Delaware corporation (formerly known as Sub XLVI, Inc., the “Guarantor”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to JPMorgan Chase Bank, N.A.), a national banking association, as Trustee (the “Trustee”).
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”).
