![]() ![]() ![]() WHEREAS, pursuant to Section 2.02 of the Base Indenture, the Company wishes to provide for the issuance of two new series of Securities to be known as its 2.700% Senior Notes due 2020 (the 2020 Notes) and its Floating Rate Senior Notes due 2020 (the Floating Rate Notes and, together with the 2020 Notes, the Notes), the forms and terms of such Notes and the terms, provisions and conditions thereof to be set forth as provided in this Second Supplemental Indenture and WHEREAS, Section 10.01(c) of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the forms or terms of Securities of any series as permitted by Section 2.01 and Section 2.02 of the Base Indenture WHEREAS, the Company executed and delivered to the Trustee a First Supplemental Indenture, dated as of August 11, 2014, between the Company and the Trustee (the First Supplemental Indenture, and the Base Indenture, as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, the Indenture), providing for the issuance of the 1.875% Senior Notes due 2017, the 3.000% Senior Notes due 2019, the 3.750% Senior Notes due 2021 and the 4.250% Senior Notes due 2024 WHEREAS, the Company executed and delivered to the Trustee an Indenture, dated as of August 11, 2014, between the Company and the Trustee (the Base Indenture), providing for the issuance from time to time of series of Securities of the Company THIS SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of February 2, 2015, is between SYNCHRONY FINANCIAL, a Delaware corporation (the Company), and The Bank of New York Mellon, a New York banking corporation (the Trustee). Notice of Redemption Selection of Notes to be Redeemedįorm of Floating Rate Senior Notes due 2020 G ENERAL T ERMS AND C ONDITIONS OF THE N OTES ![]()
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