TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • August 1st, 2014 • Synchrony Financial • Finance services • New York
THIS TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of [—], 2014 (the “Effective Date”), is made and entered into by and between GE Capital Registry, Inc. (“Licensor”) and Synchrony Financial (“Company”).
SUB-SERVICING AGREEMENT Between SYNCHRONY FINANCIAL and GENERAL ELECTRIC CAPITAL CORPORATIONSub-Servicing Agreement • August 1st, 2014 • Synchrony Financial • Finance services • New York
This Sub-Servicing Agreement (this “Agreement”) is effective as of July 30, 2014 (the “Effective Date”) and is entered into by Synchrony Financial, a company incorporated under the laws of State of Delaware, United States of America, with offices at 777 Long Ridge Road, Building B, Stamford, CT 06927 (the “Service Provider”) and General Electric Capital Corporation, a company incorporated under the laws of the State of Delaware, United States of America with offices at 901 Main Avenue, Norwalk, Connecticut 06851 (the “Service Recipient”). Service Provider and Service Recipient are collectively referred to as the “Parties” and each a “Party”.
TAX SHARING AND SEPARATION AGREEMENTTax Sharing and Separation Agreement • August 1st, 2014 • Synchrony Financial • Finance services • New York
This Tax Sharing and Separation Agreement (the “Agreement”) is made this , 2014, and effective as of the Closing Date, between General Electric Company, a New York corporation (“GE”), and SYNCHRONY FINANCIAL, a Delaware corporation (“RF”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 1st, 2014 • Synchrony Financial • Finance services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into, effective as of [EFFECTIVE DATE], between SYNCHRONY FINANCIAL, a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER/KEY EMPLOYEE] (“Indemnitee”).
CREDIT AGREEMENT Dated as of July 30, 2014 among SYNCHRONY FINANCIAL, as Borrower, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC,...Credit Agreement • August 1st, 2014 • Synchrony Financial • Finance services • New York
CREDIT AGREEMENT (this “Agreement”), dated as of July 30, 2014, among SYNCHRONY FINANCIAL, as borrower (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
SYNCHRONY FINANCIAL $[—] [—]% SENIOR NOTES DUE 20[VV] $[—] [—]% SENIOR NOTES DUE 20[XX] $[—] [—]% SENIOR NOTES DUE 20[YY] $[—] [—]% SENIOR NOTES DUE 20[ZZ] UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2014 • Synchrony Financial • Finance services • New York
FORM OF LOAN AGREEMENT (Series 2014-VFN[—], Class A) Dated as of [—] [—], 2014 by and among GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Borrower, THE LENDERS PARTIES HERETO and THE MANAGING AGENTS FOR THE LENDER GROUPS PARTIES HERETOForm of Loan Agreement • August 1st, 2014 • Synchrony Financial • Finance services • Delaware
LOAN AGREEMENT (Series 2014-VFN[—], Class A), dated as of [—] [—], 2014 (this “Agreement”), by and among: (i) GE Capital Credit Card Master Note Trust, a statutory trust organized under the laws of the State of Delaware (the “Borrower”); (ii) the Lenders party hereto from time to time; and (iii) the Managing Agents party hereto from time to time.
FORM OF LOAN AGREEMENT (Series 2014-[ ], Class A) Dated as of [ ], 2014 by and among GE SALES FINANCE MASTER TRUST, as Borrower, THE LENDERS PARTIES HERETO and THE LENDER GROUP AGENTS FOR THE LENDER GROUPS PARTIES HERETOForm of Loan Agreement • August 1st, 2014 • Synchrony Financial • Finance services • Delaware
LOAN AGREEMENT (Series 2014-[ ], Class A), dated as of [ ], 2014 (this “Agreement”), by and among: (i) GE Sales Finance Master Trust, a statutory trust organized under the laws of the State of Delaware (the “Borrower”); (ii) the Lenders party hereto from time to time; and (iii) the Lender Group Agents party hereto from time to time.
GE SALES FINANCE MASTER TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee FORM OF SERIES 2014-[—] INDENTURE SUPPLEMENT Dated as of [—], 2014Synchrony Financial • August 1st, 2014 • Finance services
SERIES 2014-[—] INDENTURE SUPPLEMENT, dated as of [—], 2014 (the “Indenture Supplement”), between GE SALES FINANCE MASTER TRUST, a Delaware statutory trust (herein, the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of February 29, 2012 (as amended, restated, modified or supplemented from time to time, the “Indenture”), between the Issuer and the Indenture Trustee (the Indenture, together with this Indenture Supplement, the “Agreement”).
MASTER AGREEMENT AMONG GENERAL ELECTRIC CAPITAL CORPORATION, SYNCHRONY FINANCIAL, AND SOLELY FOR PURPOSES OF CERTAIN SECTIONS AND ARTICLES SET FORTH HEREIN GENERAL ELECTRIC COMPANY Dated July 30, 2014Master Agreement • August 1st, 2014 • Synchrony Financial • Finance services • Delaware
MASTER AGREEMENT, dated July 30, 2014 (this “Agreement”), among General Electric Capital Corporation, a Delaware corporation (“GECC”), General Electric Company, a New York corporation (“GE”) (solely for purposes of the GE Executory Sections), and Synchrony Financial, a Delaware corporation (the “Company”). Certain terms used in this Agreement are defined in Section 1.1.
SYNCHRONY FINANCIAL AND THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of [—], 2014 to the INDENTURE Dated as of [—], 2014Indenture • August 1st, 2014 • Synchrony Financial • Finance services • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [—], 2014, is between SYNCHRONY FINANCIAL, a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation (the “Trustee”).
