FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer THE GUARANTORS PARTIES HERETO AMENDED AND RESTATED INDENTURE Dated as of March 27, 2013, as amended and restated on November 20, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee PROVIDING FOR THE...Indenture • December 1st, 2017 • FGL Holdings • Life insurance • New York
This Indenture shall be effective upon the execution hereof, but shall not be operative as to the parties hereto except in accordance with Section 11.14. Unless and until such time as this Indenture becomes operative as to the parties hereto, the Original Indenture (as defined herein) shall remain in full force and effect.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 1st, 2017 • FGL Holdings • Life insurance • New York
This Investment Management Agreement (the “Agreement”), dated as of November 30, 2017, is by and between FGL US Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Delaware
This Equity Purchase Agreement (this “Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), and Fidelity National Financial, Inc. (the “Purchaser”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Iowa
This Investment Management Agreement (the “Agreement”), dated as of November 30, 2017, is by and between Fidelity & Guaranty Life Insurance Company, a life insurance company domiciled in the State of Iowa (the “Company”) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”).
GUARANTEE AGREEMENT Dated as of November 30, 2017 among FIDELITY & GUARANTY LIFE, FGL US HOLDINGS INC., FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC. and the other GUARANTORS Party Hereto and ROYAL BANK OF CANADA, as Administrative AgentGuarantee Agreement • December 1st, 2017 • FGL Holdings • Life insurance • New York
This GUARANTEE AGREEMENT (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 30, 2017 is entered into by and among FIDELITY & GUARANTY LIFE, a Delaware corporation (“FGL”), FGL US HOLDINGS INC., a Delaware corporation (“FGL US”), FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC., a Delaware corporation (“FGLBS”), the other Guarantors party hereto and ROYAL BANK OF CANADA, as Administrative Agent.
NOMINATING AND VOTING AGREEMENTNominating and Voting Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Delaware
THIS NOMINATING AND VOTING AGREEMENT (this “Agreement”), is made and entered into as of November 30, 2017, by and among Blackstone Tactical Opportunities Fund II L.P. (“BTO”), Chinh E. Chu (“Chu”), William P. Foley, II (“Foley”) and CF Corporation (the “Company” and, collectively with BTO, Chu and Foley, the “Parties”). BTO, Chu and Foley are referred to herein as the “Nominating Parties.”
ContractConvertible Note • December 1st, 2017 • FGL Holdings • Life insurance • New York
THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CREDIT AGREEMENT Dated as of November 30, 2017 among FIDELITY & GUARANTY LIFE HOLDINGS, INC., and CF BERMUDA HOLDINGS LIMITED, as Borrowers, ROYAL BANK OF CANADA, as Administrative Agent and LC Issuer, RBC CAPITAL MARKETS1 and MERRILL LYNCH, PIERCE,...Credit Agreement • December 1st, 2017 • FGL Holdings • Life insurance • New York
No change in the Applicable Margin or Applicable Revolving Commitment Fee Percentage shall be effective until one (1) Business Day after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a) calculating the Debt to Total Capitalization Ratio of the Parent Borrower. At any time the Borrowers have not submitted to the Administrative Agent the applicable information as and when required under Section 6.02(a), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Debt to Total Capitalization Ratio of the Parent Borrower were in excess of 25%. Within one (1) Business Day of receipt of the applicable information under Section 6.02(a), the Administrative Agent shall give the Borrowers and each Lender telefacsimile, telephonic or electronic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Per
CF Corporation Sterling House Hamilton HM CX BermudaInvestment Management Agreement • December 1st, 2017 • FGL Holdings • Life insurance • New York
Reference is made to the Investment Management Agreements set forth on Exhibit A (as such agreements may be amended or modified from time to time, the “Investment Management Agreements”) to be entered into between certain subsidiaries (individually, a “Company” and collectively, the “Companies”) of CF Corporation, a Cayman Islands exempted corporation (“CF Corp.”), that are party to such Investment Management Agreements, and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”), and a wholly owned subsidiary of The Blackstone Group L.P. (“Blackstone”).
Letter AgreementLetter Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Delaware
This letter agreement (the “Letter Agreement”) sets forth the terms of our agreement with Blackstone Tactical Opportunities Advisors LLC (“BTO Advisors”) with regard to the following matters related to the completion of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 24, 2017, by and among CF Corporation, FGL US Holdings Inc. (“FGL US Holdings”), FGL Merger Sub Inc. and Fidelity & Guaranty Life (the “Merger Agreement”). Each capitalized term used but not defined in this Letter Agreement will have the meaning ascribed to it in the Merger Agreement, except as otherwise provided below.
INVESTMENT AGREEMENTInvestment Agreement • December 1st, 2017 • FGL Holdings • Life insurance • New York
INVESTMENT AGREEMENT, dated as of November 30, 2017 (this “Agreement”), between FGL HOLDINGS, a Cayman Islands exempted company (the “Company”), the persons listed on Annex 1 (the “GSO Purchasers”) and the persons listed on Annex 2 (the “FNF Purchasers”, collectively with the GSO Purchasers, the “Purchasers”, and each, a “Purchaser”).
Letter AgreementLetter Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Delaware
This letter agreement (the “Letter Agreement”) sets forth the terms of our agreement with Blackstone Tactical Opportunities Advisors LLC (“BTO Advisors”) and Fidelity National Financial, Inc. (“FNF”) with regard to the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 24, 2017, by and among CF Corporation, FGL US Holdings Inc., FGL Merger Sub Inc. and Fidelity & Guaranty Life (the “Merger Agreement”) and the ongoing business of CF Corporation following consummation of the Merger Agreement. Each capitalized term used but not defined in this Letter Agreement will have the meaning ascribed to it in the Merger Agreement, except as otherwise provided below.
