EX-4.5



 Exhibit 4.5 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated October 26, 2015 (this “Agreement”) is entered into by and among GE Capital
International Funding Company, a public unlimited company incorporated in Ireland (the “Company”), General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware
corporation (“GECC,” and together with GE, the “Initial Guarantors”) and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International,
Citigroup Global Markets Inc. and Citigroup Global Markets Limited (collectively, the “Lead Dealer Managers”), Barclays Capital Inc., Barclays Bank PLC and Deutsche Bank Securities Inc. (collectively, the “Other Dealer
Managers”) and Blaylock Beal Van, LLC, CastleOak Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy
Securities, Inc. (together with the Lead Dealer Managers and the Other Dealer Managers, the “Dealer Managers”). 
 The
Company, the Initial Guarantors and the Dealer Managers are parties to the Dealer Manager Agreement dated September 21, 2015 (the “Dealer Manager Agreement”), relating to the Company’s proposed offers to exchange (the
“Offers”), upon the terms and subject to the conditions set forth in the Offer to Exchange dated September 21, 2015 (such Offer to Exchange, including the documents incorporated therein by reference and any exhibits or annexes
thereto, the “Offer to Exchange”), the applicable series or tranche of New Notes of the Company described in the Offer to Exchange (collectively, the “New Notes”) and cash, if applicable, for each series or tranche
of outstanding debt securities that is listed under the caption “Exchange Offers Summary Tables” in the Offer to Exchange (the “Old Notes”). The New Notes will be guaranteed on a senior unsecured basis by the Guarantors
(as defined herein). In connection with the Dealer Manager Agreement and the Offers, the Company and the Initial Guarantors have agreed to provide the registration rights set forth in this Agreement with respect to New US MTN Notes (as defined in
the Offer to Exchange and listed on Schedule 1 hereto) and the guarantees thereof provided by the applicable Guarantors at the time of any Exchange Offer Registration (as defined herein) or Shelf Registration (as defined herein) (such New Notes,
together with such guarantees, the “Securities”). The execution and delivery of this Agreement is a condition to the closing under the Dealer Manager Agreement. 

In consideration of the foregoing, the parties hereto agree as follows: 

1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Additional Guarantor” shall mean any subsidiary of the Company or the Initial Guarantors that executes or otherwise assumes
a Guarantee under the Indenture after the date of this Agreement. 







 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are generally authorized or obligated by law or regulation to remain closed. 

“Company” shall have the meaning set forth in the preamble hereto and shall also include the Company’s successors. 

“Dealer Manager Agreement” shall have the meaning set forth in the preamble hereto. 

“Dealer Managers” shall have the meaning set forth in the preamble hereto. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 

“Exchange Offers” shall mean the exchange offer by the Company and the Guarantors of each series or tranche of Exchange
Securities for the applicable series or tranche of Registrable Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer
Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. 

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable,
on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference
therein. 
 “Exchange Securities” shall mean, with respect to any series or tranche of the Securities, a series or tranche
of senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms substantially identical to such series or tranche of Securities (except that the Exchange Securities will not be subject to restrictions on
transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities of such series or tranche in exchange for Securities of such series or tranche pursuant to the Exchange Offer
for such series or tranche. 
 “FINRA” means the Financial Industry Regulatory Authority, Inc. 

  
 2 








 “Free Writing Prospectus” means each free writing prospectus (as defined in Rule
405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. 

“Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under
the Indenture. 
 “Guarantors” shall mean the Initial Guarantors and any Additional Guarantors that Guarantees the
Securities under the Indenture. 
 “Holders” shall, with respect to any Registrable Securities, have the meaning set for
the in the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term “Holders” shall include Participating Broker-Dealers. 

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof. 

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof. 

“Indenture” shall mean the Indenture relating to the Securities dated as of October 26, 2015 among the Company, the Initial
Guarantors and The Bank of New York Mellon, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 

“Initial Guarantors” shall have the meaning set forth in the preamble hereto. 

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof. 

“Lead Dealer Managers” shall have the meaning set forth in the preamble hereto. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities of all series or tranches; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company
or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offers or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be
treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 

  
 3 








 “Notice and Questionnaire” shall mean a notice of registration statement and
selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. 

“Offer to Exchange” shall have the meaning set forth in the preamble hereto. 

“Offers” shall have the meaning set forth in the preamble hereto. 

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 2(b) hereof. 
 “Person” shall mean an individual,
partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a
part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of
the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. 

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities
cease to be outstanding or (iii) except in the case of Securities that otherwise remain Registrable Securities and that are held by a Dealer Manager and that are ineligible to be exchanged in the Exchange Offers, when the Exchange Offers are
consummated. 
 “Registration Default” shall mean the occurrence of any of the following: (i) the Exchange Offers are
not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required to be filed pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target
Registration Date, (iii) if the Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date
and (b) 90 days after delivery of such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective but is thereafter 

  
 4 








 
withdrawn by the Company or the Guarantors or ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time
during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 120 days in the aggregate in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective
and thereafter, on more than four occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not
permitted by this Agreement. 
 “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange (including those of the Exchange) or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing, printing and distribution of any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the
fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and
which counsel may also be the same as the counsel for the Dealer Managers) and (viii) the fees and disbursements of the independent registered public accountants of the Company and the Guarantors, including the expenses of any special audits or
“comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders
and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 

“Registration Statement” shall mean any registration statement of the Company and the Guarantors filed under the Securities
Act that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including
the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

  
 5 








 “SEC” shall mean the United States Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble hereto. 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Settlement Date” shall mean the Settlement Date as defined in the Offer to Exchange. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that
covers all or a portion of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof. 

“Staff” shall mean the staff of the SEC. 

“Target Registration Date” shall mean a date no later than 390 days after the Settlement Date or, if such 390th day is not a
Business Day, the next succeeding Business Day. 
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as
amended from time to time. 
 “Trustee” shall mean The Bank of New York Mellon, as the trustee with respect to the
Securities under the Indenture, and any successor thereto. 
 “Underwriter” shall have the meaning set forth in
Section 3(e) hereof. 
 “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public. 

  
 6 








 2. Registration Under the Securities Act. (a) To the extent not prohibited by
any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall (x) cause to be filed with the SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities no later than 270 days after the Settlement Date and (y) use their commercially reasonable efforts to (i) cause such Registration Statement to become effective not later than 360 days after the Settlement Date
and (ii) to remain effective until 90 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall use their commercially reasonable efforts to commence and complete each Exchange
Offer promptly after the Exchange Offer Registration Statement becomes effective but in any event not later than 30 Business Days after such effective date. 

The Company and the Guarantors shall commence the Exchange Offer for each series or tranche of Registrable Securities by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 

 

	(i)	that the Exchange Offers are being made pursuant to this Agreement and that all Registrable Securities of such series or tranche validly tendered and not properly withdrawn will be accepted for exchange;


  

	(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); 


 

	(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; 


 

	(iv)	that any Holder electing to have a Registrable Security of a series or tranche exchanged pursuant to the Exchange Offer for such series or tranche will be required to (A) surrender such Registrable Security, together
with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last Exchange Date; and 

  

	(v)	that any Holder of Registrable Securities of a series or tranche will be entitled to withdraw its election, not later than the close of business on the last Exchange Date for such series or tranche, by effecting such
withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities. 


  
 7 








 As a condition to participating in each Exchange Offer, a Holder will be required to represent to
the Company and the Guarantors that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offers it has no arrangement or understanding with any
Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the
Securities Act) of the Company or any Guarantor or, if it is an “affiliate” of the Company or any Guarantor, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, and
(4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a
Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities. 

As soon as practicable after the last Exchange Date with respect to an Exchange Offer for Registrable Securities of a series or tranche, the
Company and the Guarantors shall: 
  

	(I)	accept for exchange Registrable Securities of such series or tranche or portions thereof validly tendered and not properly withdrawn pursuant to such Exchange Offer; and 


 

	(II)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or tranche or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to
promptly authenticate and deliver to each Holder, Exchange Securities of such series or tranche equal in principal amount to the principal amount of the Registrable Securities of such series or tranche validly tendered by such Holder and accepted
for exchange pursuant to such Exchange Offer. 

 The Company and the Guarantors shall use their commercially reasonable
efforts to complete the Exchange Offers as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offers. The Exchange
Offers shall not be subject to any conditions, other than that the Exchange Offers do not violate any applicable law or applicable interpretations of the Staff. 

(b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a)
hereof is not available or the Exchange Offer for Registrable Securities of a series or tranche may not be completed as soon as practicable after the last Exchange Date with respect to such Exchange Offer because it would violate any applicable law
or applicable interpretations of the Staff, (ii) the Exchange Offer for Registrable 

  
 8 








 
Securities of a series or tranche is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any
Dealer Manager representing that it holds Registrable Securities that are or were ineligible to be exchanged in the applicable Exchange Offer, the Company and the Guarantors shall file, no later than 360 days after the Settlement Date, or, in the
case of clause (iii), as soon as practicable after such Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities of such series or tranche by the Holders thereof and to use their
commercially reasonable efforts to cause such Shelf Registration Statement to become effective no later than 30 days after such Shelf Registration Statement is filed; provided that no Holder will be entitled to have any Registrable Securities
included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other
information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. 
 In the event that the Company and the
Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange
Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Dealer Managers after completion of the Exchange Offers.
 The Company and
the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the second anniversary of the Settlement Date or, if earlier, until the Securities cease to be Registrable
Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the
rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of
Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free
Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or
filed with the SEC. 
 (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant
to Section 2(a) or 

  
 9 








 
Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions, its own attorney fees (except as such fees may be covered by clause (vii) of the
definition of “Registration Expenses”) and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. 

(d) An Exchange Offer Registration Statement pursuant to Section 2(a), and a Shelf Registration Statement pursuant to Section 2(b)
hereof, will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 

If a Registration Default occurs with respect to a series or tranche of Registrable Securities, the interest rate on the Registrable Securities of such series
or tranche will be increased by (i) 0.25% per annum for the first 90-day period beginning on, and including, the date on which such Registration Default shall occur and (ii) an additional 0.25% per annum with respect to each subsequent 90-day
period, in each case to and including the date on which all Registration Defaults end or, if earlier, the second anniversary of the Settlement Date, up to a maximum increase of 0.50% per annum. A Registration Default ends when the Securities of
such series or tranche cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer for such series or tranche is completed, (2) in the
case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (iv) or clause (v)
of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that
there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on
such next date that there is no Registration Default. All additional interest with respect to any series or tranche of Registrable Securities will be paid by or on behalf of the Company on the next scheduled regular interest payment date for such
series or tranche of Registrable Securities in the same manner as interest is paid on such series or tranche of Registrable Securities. 

(e) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any
failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Dealer Managers or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and
the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. The 

  
 10 








 
provisions for additional interest set forth in Section 2(d) above shall constitute liquidated damages and will be the exclusive remedy, monetary or otherwise, available to Holders under this
Agreement with respect to any Registration Default. 
 3. Registration Procedures. (a) In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall in accordance with the terms if this Agreement: 

(i) use their commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (A) shall be selected by the Company and the Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (C) shall comply as to form in all
material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective and
remain effective for the applicable period in accordance with Section 2 hereof; 
 (ii) use their commercially reasonable efforts to
prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof (other
than during any suspension period pursuant to Section 3(d) hereof) and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(a)(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 

(iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the
Company or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed; 

(iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Dealer Managers (if any Registrable
Securities held by the Dealer Managers are included in such Registration Statement), to counsel for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of
each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the
Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the Guarantors consent to the use of such Prospectus, 

  
 11 








 
preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with
applicable law; 
 (v) use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable
state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; use their commercially reasonable efforts to cooperate with
such Participating Holders in connection with any filings required to be made with FINRA; and use their commercially reasonable efforts to do any and all other acts and things that may be reasonably necessary or advisable to enable each
Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign
corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) execute or file any general consent to service of process in any such jurisdiction or (3) subject itself to
taxation in any such jurisdiction if it is not so subject; 
 (vi) notify counsel for the Dealer Managers and, in the case of a Shelf Registration, notify
each Participating Holder and counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any
post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or
any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC
or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use
of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (5) of the 

  
 12 








 
happening of any event during the period a Registration Statement is effective that makes any statement of material fact made in such Registration Statement or the related Prospectus or any Free
Writing Prospectus untrue or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or
any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate; 

(vii) use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement
or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration Statement on the proper form, as promptly as practicable
and provide prompt notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution; 
 (viii) in the
case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or
exhibits thereto, unless reasonably requested), in each case, if such documents are not available via EDGAR; 
 (ix) in the case of a Shelf
Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to
be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

 (x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable efforts to
prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may
be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors
shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Dealer Managers and any Participating Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the
Prospectus or any 

  
 13 








 
Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Dealer Managers, as applicable,
hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such
misstatement or omission; provided that neither the Company nor the Guarantors shall be required to take any action pursuant to this Section 3(a)(x) during any suspension period pursuant to Section 3(d) hereof; 

(xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus (excluding any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus) after initial
filing of a Registration Statement, provide copies of such document to the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and make such of the representatives of
the Company and the Guarantors as shall be reasonably requested by the Dealer Managers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and, to the extent that the Company and the Guarantors have been
requested to do so, their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any
amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus (excluding any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus), of which
(A) the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and, to the extent that the Company and the Guarantors have been requested to do so, their counsel) shall not have previously
been advised and furnished a copy or (B) to which the Dealer Managers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall reasonably object; 

(xii) obtain a CUSIP number for each series or tranche of Exchange Securities or Registrable Securities, as the case may be, not later than
the initial effective date of a Registration Statement covering such Exchange Securities or Registrable Securities, as the case may be; 

(xiii) use their commercially reasonable efforts to cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the
terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents 

  
 14 








 
as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 

(xiv) in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an
“Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority in aggregate principal amount of the Securities held by the Participating
Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company, the Guarantors and their subsidiaries, and
cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement, in
each case, as is customary for “due diligence” examinations in connection with underwritten offerings; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter); 
 (xv) use their commercially reasonable efforts to promptly make all necessary filings
as are required in connection with, and use their commercially reasonable efforts to cause, the listing of the Exchange Securities on the Official List of the Irish Stock Exchange plc and admission to trading on its Global Exchange Market as of the
first Exchange Date; 
 (xvi) if reasonably requested by any Participating Holder, promptly include or incorporate by reference in a
Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein, based upon a reasonable belief that such information is required to
be included therein or is necessary to make the information about such Participating Holder not misleading, and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the
Company has received notification of the matters to be so included in such filing; 
 (xvii) in the case of a Shelf Registration, enter into
such customary agreements and take all such other actions in connection therewith (including those requested by the Participating Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating
Holders and any Underwriters of such Registrable Securities with respect to the 

  
 15 








 
business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference,
if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which
counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each Participating Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten offerings, (3) use commercially reasonable efforts to obtain “comfort” letters from the independent registered public accountants of the Company and the
Guarantors (and, if necessary, any other registered public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are
required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and
(4) deliver such documents and certificates as may be reasonably requested by the Participating Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an
underwriting agreement; and 
 (xviii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon entry
into a Guarantee by such Additional Guarantor with respect to any Registrable Securities, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to
the enforceability thereof against such entity, to the Dealer Managers no later than five Business Days following the execution thereof. 

(b) In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company a
Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing; provided that
if a Holder fails to provide the requested information within 20 Business Days after receiving such request, the Company or the Guarantors may exclude such Holder’s Registrable Securities from such Shelf Registration Statement; provided further
that any failure to provide such information shall not require the Company or the Guarantors to pay any additional interest pursuant to an increase in the applicable interest rate provided for in Section 2 hereof. 

  
 16 








 (c) Each Participating Holder agrees that, upon receipt of any notice from the Company and the
Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf
Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the
Guarantors, such Participating Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing
Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. 
 (d) If the Company and the
Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall not be required to maintain the effectiveness thereof during the period of such
suspension, and the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice from
the Company and the Guarantors that such amendment or supplement is not necessary. The Company and the Guarantors may give any such notice during any 12-month period and any such suspensions shall not exceed 120 days in aggregate and there shall not
be more than four suspensions in effect during any 12-month period. 
 (e) The Participating Holders who desire to do so may sell such
Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the
Holders of a majority in principal amount of the Registrable Securities included in such offering, subject in each case to the approval of the Company and the Guarantors, which approval shall not be unreasonably withheld. 

4. Participation of Broker-Dealers in Exchange Offers. (a) The Staff has taken the position that any broker-dealer that
receives Exchange Securities for its own account in the Exchange Offers in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”)
may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 

  
 17 








 The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to use their
commercially reasonable efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 90 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d)
hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that,
subject to Section 3(c), Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4. 

(c) The Dealer Managers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make
pursuant to Section 4(b) hereof. 
 5. Indemnification and Contribution. (a) Each of the Company and the Guarantors,
jointly and severally, agrees to indemnify and hold harmless each Dealer Manager and each Holder, their affiliates and their respective officers, directors, employees, agents of and each other entity or person, if any, who controls any Dealer
Manager or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (i) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act (as amended
or supplemented), or caused by any omission or alleged omission to state therein a material fact required to be 

  
 18 








 
stated therein or necessary to make the statements therein not misleading, except, with respect to any Dealer Manager or any Holder and their respective affiliates, officers, directors,
employees, agents and controlling persons, insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company
or the Guarantors by such Dealer Manager or Holder, as the case may be, expressly for the use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also
indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.

 (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Dealer Managers and
the other selling Holders and each of their respective directors and officers and any person controlling the Company, the Guarantors, the Dealer Managers and the other selling Holders within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Guarantors to the Dealer Managers and the Holders, with reference to information furnished in writing by such Holder expressly for use in any Registration
Statement, any Prospectus, any Free Writing Prospectus or any amendments or supplements thereto, except to the extent arising from information furnished in writing by the Company or the Guarantors expressly for use therein. 

(c) Promptly after receipt by any person of notice of any claim or the institution of any claim, litigation, investigation or proceedings
(including any governmental investigation) (“Proceedings”) in respect of which indemnity may be sought pursuant to paragraphs (a) or (b) of this Section 5, such person (the “indemnified party”) shall notify the
person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to participate therein, and, to the extent that it elects (upon notice to the indemnified party),
jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. If the indemnifying party shall not have so elected to assume such defense, then, upon request
of the indemnified party, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such Proceeding and shall pay the
reasonable and documented out-of-pocket fees and disbursements of such counsel related to such Proceeding. If the indemnifying party shall so elect to assume such defense, the indemnifying party shall not be liable to the indemnified party pursuant
to this Section 5 for any legal 

  
 19 








 
or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that any indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named
parties to any such Proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not, in connection with any Proceeding or related Proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in
addition to local counsel) for all such indemnified parties. Anything hereinabove to the contrary notwithstanding, any reference in this Section 5 to counsel reasonably satisfactory to, or designated by, the indemnified party shall mean (i) in the
case of any Dealer Managers or their respective affiliates, officers, directors, employees, agents and controlling persons indemnified pursuant to paragraphs (a) or (b) of this Section 5, counsel reasonably satisfactory to, or designated by, the
Lead Dealer Managers on behalf of all parties so indemnified pursuant to such paragraphs, (ii) in the case of any Holder or its respective affiliates, officers, directors, employees, agents and controlling persons indemnified pursuant to paragraph
(a) of this Section 5, counsel reasonably satisfactory to, or designated by, the Majority Holders on behalf of all parties so indemnified pursuant to such paragraph, and (iii) in all other cases, counsel designated by the Company. The indemnifying
party shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party. 
 (d) If the indemnification provided for in paragraph (a) or (b) of this Section 5 is unavailable to
an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative benefit received by the Company and the Guarantors on the one hand and the Dealer Managers and the Holders on the other from the
Exchange Offers, or, if such allocation is not permitted by applicable law, in such proportion as is appropriate 

  
 20 








 
to reflect not only the relative benefit referred to above, but also the relative fault of the indemnifying party on the one hand and that of such indemnified party on the other, in connection
with the statements or omissions, or alleged statements or omissions, which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefit received by the Company and the
Guarantors on the one hand and the Holders on the other shall be deemed to be (i) in such proportion as is appropriate to reflect the relative benefit received by the Company and the Guarantors from the offering of the Securities and the Exchange
Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefit referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or
omissions, or alleged statements or omissions, that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company or any Guarantor on the one hand and of the
Holders on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by
the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissions. 

(e) The Company, the Guarantors, the Holders and the Dealer Managers agree that it would not be just and equitable if contribution pursuant to
this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations provided for in paragraph (d)
above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other
reasonable expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any
amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. Notwithstanding the provision of this paragraph concerning contribution, no indemnifying party shall be required to make contribution in any circumstances in which such party would not have been
required to provide indemnification by the terms of paragraphs (a) or (b) of this Section 5. Nothing herein contained shall be deemed to constitute a waiver by an indemnified party of such party’s rights, if any, to receive contribution
pursuant to Section 11(f) of the Securities Act or other applicable law., provided that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 

  
 21 








 
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5
are several and not joint. 
 (f) The indemnity, reimbursement and contribution obligations of the indemnifying parties under this Section 5
shall be in addition to any liability which the indemnifying parties may otherwise have to an indemnified party and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the indemnifying
parties and any indemnified party. 
 (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and
in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Dealer Managers or any Holder or any Person controlling any Dealer Manager or any Holder, or by or on behalf of the
Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration
Statement. 
 6. General. 

(a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither
the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts
with the provisions hereof. 
 (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence,
may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless, in the event such amendment, modification, supplement, waiver or consent adversely affects the interests of
Holders, the Company and the Guarantors have obtained the written consent of the Majority Holders; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each
of the parties hereto. 
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a 

  
 22 








 
Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with
respect to the Dealer Managers, the address set forth in the Dealer Manager Agreement and (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Dealer Manager Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or
other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Dealer Managers (in their capacity as Dealer Managers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to
comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Third Party
Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Dealer Managers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and
shall not limit or otherwise affect the meaning hereof. 

  
 23 








 (h) Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. This Agreement
and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company, the Guarantors and the Dealer Managers irrevocably agree to
waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Agreement or the performance of services hereunder. Each of the Company and the Guarantors hereby (1)
submits to the jurisdiction of any New York State or Federal court sitting in New York County with respect to any actions and proceedings arising out of, or relating to, this Agreement, (2) agrees that all claims with respect to such actions or
proceedings may be heard and determined in such New York State or Federal court, (3) waives the defense of an inconvenient forum and (4) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. 
 The Company hereby appoints GE Capital Treasury Services
(U.S.) LLC at 201 High Ridge Road, Stamford, Connecticut 06905 U.S.A. (Attention: President and Chief Executive Officer) as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or
proceeding arising out of or relating to this Agreement or the transactions contemplated herein which may be instituted in any New York State or Federal court sitting in New York County, and expressly accepts the non-exclusive jurisdiction of any
such court in respect of any such suit, action or proceeding. The Authorized Agent hereby accepts such appointment and agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every
respect, effective service of process upon the Company and the Guarantors. Notwithstanding the foregoing, any action involving the Company arising out of or relating to this Agreement may be instituted in any court of competent jurisdiction in any
other jurisdiction. 
 (k) Judgment Currency. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify each
Dealer Manager, its directors, officers, affiliates and each person, if any, who controls such Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Dealer Manager
as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any
variation as between (1) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (2) the rate of exchange at which such indemnified person is able to purchase U.S.
dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and each Guarantor and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. 

  
 24 








 (l) Waiver of Immunity. To the extent that the Company has or hereafter may acquire
any immunity (sovereign or otherwise) from jurisdiction of any court of (1) Ireland, or any political subdivision thereof, (2) the United States or the State of New York, (3) any jurisdiction in which it owns or leases property or assets or from any
legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company hereby
irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law. 

(m) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject
matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Guarantors and the Dealer Managers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or
unenforceable provisions. 
 [Signature Page Follows] 

  
 25 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	GE CAPITAL INTERNATIONAL FUNDING COMPANY
		
	By:	 	 /s/ Columba Glavin

	Name:	 	Columba Glavin
	Title:	 	Director
	
	GENERAL ELECTRIC COMPANY
		
	By:	 	 /s/ Daniel C. Janki

	Name:	 	Daniel C. Janki
	Title:	 	Senior Vice President and Treasurer
	
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /s/ Daniel C. Janki

	Name:	 	Daniel C. Janki
	Title:	 	Senior Vice President – Corporate Treasury and Global Funding Operation



  
 26 








 Confirmed and accepted as of the date first above written: 

 

			
	J.P. MORGAN SECURITIES LLC
		
	By:	 	 /s/ Som Bhattacharyya

		 	Authorized Signatory
	
	J.P. MORGAN SECURITIES PLC
		
	By:	 	 /s/ Anna Biggin

		 	Authorized Signatory
	
	MERRILL LYNCH, PIERCE, FENNER & SMITH
	                              INCORPORATED
		
	By:	 	 /s/ Julie Efremoff

		 	Authorized Signatory
	
	MERRILL LYNCH INTERNATIONAL
		
	By:	 	 /s/ Christopher Dodman

		 	Authorized Signatory
	
	CITIGROUP GLOBAL MARKETS INC.
		
	By:	 	 /s/ Matthew Barsamian

		 	Authorized Signatory
	
	CITIGROUP GLOBAL MARKETS LIMITED
		
	By:	 	 /s/ Matthew Barsamian

		 	Authorized Signatory


  
 27 









			
	BARCLAYS CAPITAL INC.
		
	By:	 	 /s/ Pamela Au

		 	Authorized Signatory
	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Pamela Au

		 	Authorized Signatory
	
	DEUTSCHE BANK SECURITIES INC.
		
	By:	 	 /s/ Ryan Montgomery

		 	Authorized Signatory
		
	By:	 	 /s/ Anguel Zaprianov

		 	Authorized Signatory


  
 28 









			
	BLAYLOCK BEAL VAN, LLC
		
	By:	 	 /s/ Tim O’Brien

		 	Authorized Signatory
	
	CASTLEOAK SECURITIES, L.P.
		
	By:	 	 /s/ Philip J. Ippolito

		 	Authorized Signatory
	
	LEBENTHAL & CO., LLC
		
	By:	 	 /s/ Steven B. Willis

		 	Authorized Signatory
	
	MISCHLER FINANCIAL GROUP, INC.
		
	By:	 	 /s/ Doyle L. Holmes

		 	Authorized Signatory
	
	SAMUEL A. RAMIREZ & COMPANY, INC.
		
	By:	 	 /s/ Lawrence F. Goldman

		 	Authorized Signatory
	
	THE WILLIAMS CAPITAL GROUP, L.P.
		
	By:	 	 /s/ David Finkelstein

		 	Authorized Signatory


  
 29 









			
	 LOOP CAPITAL MARKETS LLC

		
	By:	 	 /s/ Paul Bonaguro

		 	Authorized Signatory
	
	ACADEMY SECURITIES, INC.
		
	By:	 	 /s/ Michael Boyd

		 	Authorized Signatory


  
 30 








 Schedule 1 

The Securities 
 0.964% Notes due April
15, 2016 
 2.342% Notes due November 15, 2020 
 3.373% Notes
due November 15, 2025 
 4.418% Notes due November 15, 2035 







 Annex A 

Counterpart to Registration Rights Agreement 

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement,
dated October 26, 2015 by and among GE Capital International Funding Company, a public unlimited company incorporated in Ireland, the guarantors party thereto and J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Barclays Capital Inc., Barclays Bank PLC, Deutsche Bank Securities Inc. and Blaylock Beal Van, LLC, CastleOak Securities, L.P.,
Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc.) to be bound by the terms and provisions of such Registration
Rights Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed this counterpart as of
            , 201    . 
  

			
	[GUARANTOR]
		
	By	 	  

	Name:	 	
	Title:	 	









 Counterpart to Registration Rights Agreement 

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement,
dated October 26, 2015 by and among GE Capital International Funding Company, a public unlimited company incorporated in Ireland, the guarantors party thereto and J.P. Morgan Securities LLC, J.P. Morgan Securities pic, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Merrill Lynch International, Citigroup Global Markets Inc., Citigroup Global Markets Limited, Barclays Capital Inc., Barclays Bank PLC, Deutsche Bank Securities Inc. and Blaylock Beal Van, LLC, CastleOak
Securities, L.P., Lebenthal & Co., LLC, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc., Mischler Financial Group, Inc., The Williams Capital Group, L.P. and Academy Securities, Inc.) to be bound by the terms and
provisions of such Registration Rights Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed this counterpart as of
December 3, 2015. 
  

			
	GE CAPITAL INTERNATIONAL HOLDINGS LIMITED
		
	 By
	 	 /s/ TODD L. SMITH

	 Name: TODD L. SMITH

Title: DIRECTOR



 [Signature Page to Joinder to Registration Rights Agreement]