Amendment No. 14
NOVATION AGREEMENT
This NOVATION AGREEMENT (this "Agreement"), dated as of April 25, 2018, by
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and among Colisee Re S.A. (formerly known as AXA Re S.A. and a current
affiliate of AXA Corporate Solutions Life Reinsurance Company, each of which is
directly or indirectly owned by AXA S.A.), a societe anonyme organized under
the laws of France ("Assignor"), AXA Equitable Holdings, Inc., a corporation
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organized under the laws of Delaware ("Assignee"), AXA Corporate Solutions
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Life Reinsurance Company (formerly known as AXA Re Life Insurance Company), an
insurance company organized under the laws of Delaware ("Reinsurer"), and
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Brighthouse Life Insurance Company, an insurance company organized under the
laws of Delaware ("Ceding Company").
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WHEREAS, Ceding Company cedes GMDB Annuity policies to Reinsurer and
Reinsurer provides reinsurance coverage to Ceding Company, in accordance with
the terms of Automatic Reinsurance Agreement No. 2000-15, effective as of
May 18, 2000, as amended, supplemented or otherwise modified from time to time,
by and between Ceding Company and Reinsurer, (the "Reinsurance Agreement"):
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WHEREAS, Assignor provides a guarantee of Reinsurer's obligations under the
Reinsurance Agreement pursuant to that certain Parental Guarantee, effective
May 18, 2000, as amended, supplemented or otherwise modified from time to time,
by and among Ceding Company, Reinsurer and Assignor, a copy of which is
attached as Exhibit A (the "Guarantee");
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WHEREAS, Reinsurer is a wholly-owned direct subsidiary of Assignee, and
Reinsurer and its affiliates are undergoing an internal reorganization (as
described in Amendment No. 2 to the Registration Statement on Form S-1 filed by
Assignee with the U.S. Securities and Exchange Commission on April 6, 2018)
prior to an initial public offering of shares of Assignee (the "IPO");
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WHEREAS, in connection therewith, Assignor will assign to Assignee, and
Assignee will assume, effective as of the Effective Time, all of Assignor's
rights, duties, risks, obligations and liabilities under the Guarantee;
WHEREAS, Assignor desires to novate, assign, transfer and convey the
Guarantee to Assignee with the effect that Assignee shall succeed to all
rights, duties, risks, obligations and liabilities of Assignor under the
Guarantee, and Assignee desires to accept such novation, assignment, transfer
and conveyance, effective as of the Effective Time;
WHEREAS, each of Reinsurer and Ceding Company desires to accept and consent
to such novation, assignment, transfer and conveyance of the Guarantee; and
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Brighthouse Life Insurance Company, Agreement No. 2000-15-DB, Effective
May 18, 2000
Amendment No. 14
WHEREAS, the parties hereto desire to execute this Agreement to evidence the
assignment by Assignor and assumption by Assignee, of Assignor's rights and
obligations under the Guarantee and to effect a full and final release of
Assignor's obligations under the Guarantee effective as of the closing date of
the IPO (the "Effective Time").
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NOW, THEREFORE, in consideration of the mutual and several promises and
undertakings herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
ASSIGNMENT. ASSUMPTION AND RELEASE
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Section 1.1 Assignor Assignment to Assignee. Assignor hereby sells,
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transfers, conveys, assigns and sets over to Assignee, its successors and
assigns, all of its rights, benefits, obligations, liabilities, title and
interest in the Guarantee, effective as of the Effective Time, including those
rights and benefits accrued or existing or otherwise occurring or arising prior
to the Effective Time, and those obligations and liabilities incurred, accrued,
or otherwise occurring or arising prior to the Effective Time.
Section 1.2 Assignee Assumption from Assignor. Effective as of the Effective
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Time, Assignee hereby assumes and undertakes to pay, perform and discharge, or
cause to be paid, performed or discharged, all of the liabilities and
obligations of Assignor under the Guarantee, including those obligations and
liabilities incurred, accrued, or otherwise occurring or arising prior to the
Effective Time, it being the intention of the parties that:
(a) Assignee shall be substituted for Assignor under the Guarantee, in
Assignor's name, place and stead, as if from inception of the Guarantee;
(b) Assignor shall be deemed to have ceased to be a party to or guarantor
under the Guarantee and shall forever be discharged from all obligations and
liabilities thereunder to each of Reinsurer and Ceding Company (all such
obligations and liabilities now being the responsibility of Assignee); and
(c) Each of Reinsurer and Ceding Company will look solely to Assignee for
performance of any and all obligations and liabilities owed to it under the
Guarantee.
Section 1.3 Reinsurer and Ceding Company Consent. Notwithstanding anything
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to the contrary set forth in the Guarantee, Reinsurer and Ceding Company
consent to the assignment and assumption set forth in Sections 1.1 and 1.2.
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Brighthouse Life Insurance Company, Agreement No. 2000-15-DB, Effective
May 18, 2000
Amendment No. 14
Section 1.4 Reinsurer and Ceding Company Release of Assignor. Without
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altering, diminishing or in any other way affecting any or all of the
liabilities and obligations of Assignor under the Guarantee that are assigned
to Assignee hereunder, and effective as of the Effective Time, Reinsurer and
Ceding Company, in consideration of the assumption by Assignee set forth in
Section 1.2 and other valuable consideration, the receipt and adequacy whereof
are hereby acknowledged, irrevocably and unconditionally release and discharge
Assignor and Assignor's successors and assigns from all liabilities, actions,
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions,
claims and demands whatsoever, known or unknown, in law or equity, against
Assignor, which Reinsurer, Ceding Company and their respective predecessors,
successors and assigns ever had, now have or hereafter can, shall or may have,
for, upon, or by reason of any rights of Reinsurer or Ceding Company under the
Guarantee, including any and all of Assignor's obligations incurred, accrued,
or otherwise occurring or arising prior to the Effective Time. For the
avoidance of doubt, this Section 1.4 does not constitute a release by Reinsurer
or Ceding Company of any of the rights it will have against Assignee from and
after the Effective Time as a result of this Agreement.
Section 1.5 Assignor Release of Reinsurer and Ceding Company. Without
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altering, diminishing or in any other way affecting any or all of the rights,
title and interest of Assignor under the Guarantee that are assigned to
Assignee hereunder, and effective immediately after such assignment to
Assignee, as of the Effective Time, Assignor, in consideration of the consent
by Reinsurer and Ceding Company set forth in Section 1.3 and other valuable
consideration, the receipt and adequacy whereof are hereby acknowledged,
irrevocably and unconditionally releases and discharges Reinsurer, Ceding
Company and their respective predecessors, successors and assigns from all
liabilities, actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, known or unknown, in law
or equity, against Reinsurer and Ceding Company, which Assignor and its
predecessors, successors and assigns ever had, now has or hereafter can, shall
or may have, for, upon, or by reason of any rights of Assignor under the
Guarantee, including any and all of Assignor's obligations incurred, accrued,
or otherwise occurring or arising prior to the Effective Time. For the
avoidance of doubt, this Section 1.5 does not constitute a release by Assignee
of any of the rights it will have against Reinsurer or Ceding Company from and
after the Effective Time as a result of this Agreement.
ARTICLE II
MISCELLANEOUS
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Brighthouse Life Insurance Company, Agreement No. 2000-15-DB, Effective
May 18, 2000
Amendment No. 14
Section 2.1 Further Assurances. At any time and from time to time after the
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Effective Time, at the request of Assignee, or of Reinsurer or Ceding Company
with the consent of Assignee, which consent shall not be unreasonably withheld,
conditioned or delayed, and without further consideration, Assignor shall
execute and deliver such other instruments of sale, transfer, conveyance,
assignment and confirmation and take such other action as Assignee, Reinsurer
or Ceding Company (with such consent) may reasonably request as necessary or
desirable in order to more effectively novate, transfer, convey and assign to
Assignee the Guarantee.
Section 2.2 Governing Law. This Agreement and the rights and duties
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hereunder of the parties hereto shall be governed by and construed and
interpreted in accordance with the law of the State of New York, without giving
effect to the principles or rules of conflicts of law thereof to the extent
such principles or rules are not mandatorily applicable by statute and would
require or permit the application of the laws of another jurisdiction.
Section 2.3 Successors and Assigns.
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(a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns; provided that no party may assign, delegate or otherwise transfer
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any of its rights or obligations under this Agreement without the consent of
each of the other parties hereto, and that any purported assignment without
the consent of the other parties shall be void and of no force or effect.
(b) No provision of this Agreement is intended to confer upon any person
other than the parties hereto any rights or remedies hereunder.
Section 2.4 Amendments.
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(a) Any provision of this Agreement may be amended if, but only if, such
amendment is in writing and is signed by each party to this Agreement. Any
change or modification to this Agreement shall be null and void unless made
by an amendment hereto signed by each party to this Agreement.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights
or remedies provided by law.
Section 2.5 Severability. If any provision of this Agreement is held to be
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illegal, invalid or unenforceable under any present or future law or if
determined by a court of
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Brighthouse Life Insurance Company, Agreement No. 2000-15-DB, Effective
May 18, 2000
Amendment No. 14
competent jurisdiction to be unenforceable, and if the rights or obligations of
any party under this Agreement will not be materially and adversely affected
thereby, such provision shall be fully severable, and this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement, and the remaining provisions of
this Agreement shall remain in full force and effect and will not be affected
by the illegal, invalid or unenforceable provision or by its severance herefrom.
Section 2.6 Counterparts. This Agreement may be signed in any number of
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counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
shall be deemed to have been executed and delivered when each party hereto
shall have received a counterpart hereof signed by the other party hereto and
then become effective as of the Effective Time.
Section 2.7 Representations and Warranties. For the benefit of the Ceding
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Company, each of Assignee and Assignor represents and warrants as follows:
(a) The execution, delivery and performance of this Agreement are within
such party's powers and have been duly authorized by all necessary corporate
or other action;
(b) This Agreement constitutes the legal, valid and binding obligation of
such party, enforceable against such party in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors' rights
generally; and
(c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority, regulatory body or any other third
party is required for the due execution, delivery and performance by
Assignor or Assignee of this Agreement (other than those authorizations or
approvals which have been obtained and notices or filings that have been
made).
[SIGNATURE PAGE FOLLOWS]
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Brighthouse Life Insurance Company, Agreement No. 2000-15-DB, Effective
May 18, 2000
Amendment No. 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
COLISEE RE S.A.
By:
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Print Name:
Title:
Date:
AXA EQUITABLE HOLDINGS, INC.
By: /s/ Xxxxx Xxxx
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Print Name: Xxxxx Xxxx
Title: SVP & Treasurer
Date: 5-18-2018
AXA CORPORATE SOLUTIONS LIFE
REINSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxx
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Print Name: Xxxxxx Xxxxxx
Title: VP + CEO
Date: 5/18/18
BRIGHTHOUSE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx Xxx
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Print Name: Xxxxxxxx Xxx
Title: Vice President
Date: 6-13-2018
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Brighthouse Life Insurance Company, Agreement No. 2000-15-DB, Effective
May 18, 2000
Amendment No. 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
COLISEE RE S.A.
By: /s/ C. Ingenhoveu
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Print Name: C. Ingenhoveu
Title: CFO
Date: 5/17/2018
[Signature Page-Novation Agreement (Reinsurance Agreement No. 200015)]
EXHIBIT A
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GUARANTEE
ADDENDUM TO
AUTOMATIC REINSURANCE AGREEMENT NO. 2000-15
between
TRAVELERS INSURANCE COMPANY
and its subsidiary
TRAVELERS LIFE AND ANNUITY COMPANY
Hartford, Connecticut
(hereinafter referred to collectively as the CEDING COMPANY)
and
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY
(REINSURER)
Effective May 18, 2000, this Addendum is hereby attached to and becomes a part
of the above-named Reinsurance Agreement. The following paragraph sets forth
the REINSURER'S Parental Guarantee:
Whereas AXA Corporate Solutions Reassurance Company, Paris, France, (the
"PARENT") directly and indirectly, owns 100% of AXA Corporate Solutions Life
Reinsurance Company (the REINSURER), the PARENT guarantees the full and
prompt payment of all of the REINSURER'S contractual obligations under this
Reinsurance Agreement, plus all reasonable costs and expenses including
attorney fees paid by the CEDING COMPANY in enforcing this guarantee. This
guarantee shall be absolute, continuing and conditional only upon the
contractual terms of the Reinsurance Agreement.
This Addendum does not alter, amend or modify the Reinsurance Agreement other
than as set forth in this Addendum, and it is subject, otherwise to all the
terms and conditions of the Reinsurance Agreement together with all Amendments
and supplements thereto.
TRAVELERS INSURANCE COMPANY
TRAVELERS LIFE AND ANNUITY COMPANY
By: [/s/ illegible] Date: 10/31/01
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Name/Title [illegible]
Attest: Xxxxxxx X. Xxxxx
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Name/Title Xxxxxxx X. Xxxxx
Counsel
AXA CORPORATE SOLUTIONS LIFE REINSURANCE COMPANY, New York, New York
By: /s/ Xxxxxxx X. Xxxx By: [/s/ illegible]
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Xxxxxxx X. Xxxx, President
Attest: Xxxxx Xxxxxxx Date: 30 APRIL 2001
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Xxxxx Xxxxxxx, Assistant Vice
President
AXA CORPORATE SOLUTIONS REASSURANCE COMPANY, Paris, France
By: /s/ X. Xxxxxx Date: 11/09/01
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Name/Title X. Xxxxxx
CEO AXA C.S. Re Paris
Attest: /s/ X. Xxxxxxxxxx 11/09/01
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Name/Title X. Xxxxxxxxxx
CFO AXA CS Re Paris
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Travelers Companies Agreement No. 2000-15-DB
Effective May 18, 2000
