Consent and Agreement for Genworth Financial, Inc. to Join Restated Tax Matters Agreement with GE and Affiliates
This agreement allows Genworth Financial, Inc. (formerly Sub XLVI, Inc.) to become a party to the existing Restated Tax Matters Agreement dated February 1, 2006, among General Electric Company, General Electric Capital Corporation, GE Financial Assurance Holdings, Inc., GEI, Inc., and Genworth Holdings, Inc. Genworth Financial, Inc. agrees to assume, together with Genworth Holdings, Inc., all rights and obligations under the agreement, effective as of the date it becomes the corporate parent of the group. The agreement is executed by all parties as required by the original Tax Matters Agreement.
Exhibit 10.4
Consent and Agreement to Become a Party to Restated Tax Matters Agreement
The parties to that certain Restated Tax Matters Agreement, dated February 1, 2006, among General Electric Company, General Electric Capital Corporation, GE Financial Assurance Holdings, Inc., GEI, Inc., and Genworth Holdings, Inc., prior to the date hereof known as Genworth Financial, Inc. (Old Genworth), as interpreted in accordance with the letter agreement among the above referenced parties dated December 11, 2012 (the Tax Matters Agreement), hereby consent and agree to Genworth Financial, Inc., prior to the date hereof known as Sub XLVI, Inc. (New Genworth), becoming a party to the Tax Matters Agreement and New Genworth hereby agrees to become a party to the Tax Matters Agreement and to assume, jointly and severally with Old Genworth, all of the rights, obligations, duties, and responsibilities of Old Genworth thereunder, all effective as of the date hereof or, if earlier, the date upon which New Genworth becomes the corporate parent of the group of companies of which Genworth Holdings, Inc., formerly was the corporate parent. This Consent and Agreement is entered into in accordance with Section 18 of the Tax Matters Agreement.
Executed this 1st day of April, 2013 | ||
GENWORTH FINANCIAL, INC. | ||
By: | /s/ Gail F. Laskowitz | |
Name: | Gail F. Laskowitz | |
Title: | Vice President | |
GENWORTH HOLDINGS, INC. | ||
By: | /s/ Gail F. Laskowitz | |
Name: | Gail F. Laskowitz | |
Title: | Vice President | |
GENERAL ELECTRIC COMPANY | ||
By: | /s/ Richard DAvino | |
Name: | Richard DAvino | |
Title: | Vice President | |
GENERAL ELECTRIC CAPITAL CORPORATION | ||
By: | /s/ Michael D. Barnett | |
Name: | Michael D. Barnett | |
Title: | V.P. |
Consent and Agreement to Become a Party to Restated Tax Matters Agreement
GE FINANCIAL ASSURANCE HOLDINGS, INC. | ||
By: | /s/ Sarah Q. Baker | |
Name: | Sarah Q. Baker | |
Title: | Treasurer | |
GEI, INC. | ||
By: | /s/ Richard DAvino | |
Name: | Richard DAvino | |
Title: | Vice President |