MASTER SMA AGREEMENTMaster Sma Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
This Master SMA Agreement (the “Agreement”), dated on November 2, 2021 and effective as of September 30, 2021 (the “Effective Date”), is by and between American General Life Insurance Company (the “Company”) and Blackstone ISG-I Advisors L.L.C. (the “Investment Manager”). Notwithstanding anything to the contrary herein, for all purposes hereunder, this Agreement shall be effective on September 30, 2021 and any reference to the “Effective Date,” “the date hereof” or “the date first written above,” shall be deemed to be references to September 30, 2021, as the context so requires.
3-YEAR DELAYED DRAW TERM LOAN AGREEMENT dated as of February 25, 2022 among SAFG retirement services, Inc. The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., CITIBANK,...Term Loan Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
3-YEAR DELAYED DRAW TERM LOAN AGREEMENT, dated as of February 25, 2022 among SAFG RETIREMENT SERVICES, Inc., a Delaware corporation (the “Company”), as borrower, the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (this “Agreement”).
AMENDED AND RESTATED COMBINATION COINSURANCE AND MODIFIED COINSURANCE AGREEMENT by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY and FORTITUDE REINSURANCE COMPANY, LTD. Originally Effective January 1, 2017Combination Coinsurance and Modified Coinsurance Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
THIS AMENDED AND RESTATED COMBINATION COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is effective as of 12:00:01 a.m. Eastern Time on June 1, 2020 (the “Amendment Date”) by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas-domiciled life insurance company (the “Ceding Company”), and FORTITUDE REINSURANCE COMPANY, LTD., a Bermuda-domiciled reinsurance company (the “Reinsurer”), which has been executed and delivered by the Parties hereto on this 2nd day of June 2020. For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together, the “Parties”.
STOCK PURCHASE AGREEMENT BY AND BETWEEN AMERICAN INTERNATIONAL GROUP, INC. AND ARGON HOLDCO LLC DATED AS OF JULY 14, 2021Stock Purchase Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • Delaware
This STOCK PURCHASE AGREEMENT, dated as of July 14, 2021 (this “Agreement”), is made by and between American International Group, Inc., a Delaware corporation (“Seller”), and Argon Holdco LLC, a Delaware limited liability company (“Buyer”).
AMENDED AND RESTATED MODIFIED COINSURANCE AGREEMENT by and between THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK and FORTITUDE REINSURANCE COMPANY, LTD. Originally Effective January 1, 2017Modified Coinsurance Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
THIS AMENDED AND RESTATED MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is effective as of 12:00:01 a.m. Eastern Time on June 1, 2020 (the “Amendment Date”) by and between THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York-domiciled life insurance company (the “Ceding Company”), and FORTITUDE REINSURANCE COMPANY, LTD., a Bermuda-domiciled reinsurance company (the “Reinsurer”), which has been executed and delivered by the Parties hereto on this 2nd day of June 2020. For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together, the “Parties”.
STOCKHOLDERS AGREEMENT by and amongStockholders Agreement • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 2, 2021, is by and among SAFG Retirement Services, Inc., a Delaware corporation (the “Company”), American International Group, Inc., a Delaware corporation (“AIG”), and Argon Holdco LLC, a Delaware limited liability company (the “Stockholder”).
Commitment LetterCommitment Letter • March 28th, 2022 • SAFG Retirement Services, Inc. • Life insurance • New York
Reference is also made to the Stock Purchase Agreement, dated as of July 14, 2021 (the “Signing Date”), by and between Argon Holdco LLC (“Buyer”), and AIG (the “Stock Purchase Agreement”), pursuant to which AIG shall sell and convey to Buyer, and Buyer shall purchase and acquire from AIG, an amount of shares of common stock of Parent. Notwithstanding anything to the contrary herein, for all purposes hereunder, this Agreement (as defined below) shall be effective on September 30, 2021 and any reference to the “Effective Date,” “the date hereof” or “the date first written above,” shall be deemed to be references to September 30, 2021 as the context so requires.
