FIRST AMENDMENT TO TERM LOAN AGREEMENT
Exhibit 10.2
FIRST AMENDMENT TO TERM LOAN AGREEMENT
This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2019 by and among BRIGHTHOUSE FINANCIAL, INC., a Delaware corporation (the “Company”), the undersigned BANKS and the Administrative Agent (as defined below). Reference is made to that certain Term Loan Agreement, dated as of February 1, 2019 (the “Credit Agreement”), by and among the Company, the Banks from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Company has requested that the Administrative Agent and the undersigned Banks agree to amend the Credit Agreement in the manner set forth herein;
WHEREAS, the undersigned Banks and the Administrative Agent are willing to amend the Credit Agreement, on the terms and subject to the conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Loan Document. This Amendment shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents.
2. Amendment to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by deleting the reference to “Revolver Effective Date” contained in the definition of “Adjusted Consolidated Net Worth” and substituting in lieu thereof the text: “August 4, 2017.”
(b) Section 5.12 of the Credit Agreement is hereby amended by deleting the reference to “$150,000,000” contained therein and substituting in lieu thereof the text: “$250,000,000.”
3. Conditions to Effectiveness of Amendment. This Amendment shall become effective upon receipt by the Administrative Agent of a counterpart signature to this Amendment duly executed and delivered by the Company, the Administrative Agent and the Required Banks.
4. Expenses. The Company agrees to pay promptly following written demand the reasonable and documented out-of-pocket expenses incurred by Administrative Agent (including the reasonable fees, charges and disbursements of one outside counsel) in connection with the negotiation, preparation, execution and delivery of this Amendment.
5. No Implied Amendment or Waiver. Except as expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Banks under the Credit Agreement or the other Credit Documents, or alter, modify, amend or in any way affect any of the terms, obligations
or covenants contained in the Credit Agreement or the other Credit Documents, all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on the part of the Banks to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Credit Documents.
6. Counterparts; Governing Law. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of such when so executed and delivered shall be an original, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
COMPANY:
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Treasurer
Signature Page to First Amendment to Term Loan Agreement
BANKS:
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Executive Director
Signature Page to First Amendment to Term Loan Agreement
Bank of America, N.A., as a Bank
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Director
Signature Page to First Amendment to Term Loan Agreement
BNP Paribas, as a Bank
By: /s/ Xxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
Signature Page to First Amendment to Term Loan Agreement
HSBC Bank USA, National Association as a Bank
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President, Financial Institutions Group
Signature Page to First Amendment to Term Loan Agreement
U.S. Bank National Association
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
Signature Page to First Amendment to Term Loan Agreement
Citizens Bank, N.A., as a Bank
By: /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: SVP
Signature Page to First Amendment to Term Loan Agreement
Credit Agricole Corporate and Investment Bank, as a Bank
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Director
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Vice President
Signature Page to First Amendment to Term Loan Agreement
Fifth Third Bank, as a Bank
By: /s/ Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
Signature Page to First Amendment to Term Loan Agreement
PNC Bank, National Association, as a Bank
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
Signature Page to First Amendment to Term Loan Agreement
First National Bank of Pennsylvania, as a Bank
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
Signature Page to First Amendment to Term Loan Agreement
MUFG Bank, Ltd., as a Bank
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Signature Page to First Amendment to Term Loan Agreement
Xxxxx Fargo Bank, National Association, as a
Bank
Bank
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
Signature Page to First Amendment to Term Loan Agreement
Associated Bank, National Association, as a Bank
By: /s/ Xxxxxxx Xxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx Xxxxxx
Title: Senior Vice President
Signature Page to First Amendment to Term Loan Agreement
KEYBANK NATIONAL ASSOCIATION, as a Bank
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: SVP
Signature Page to First Amendment to Term Loan Agreement
Société Générale, as a Bank
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Managing Director
Signature Page to First Amendment to Term Loan Agreement
