FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer THE SUBSIDIARY GUARANTORS PARTIES HERETO INDENTURE Dated as of March 27, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee PROVIDING FOR THE ISSUANCE OF NOTES IN SERIESIndenture • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance • New York
INDENTURE, dated as of March 27, 2013, as amended, restated, supplemented or otherwise modified from time to time (this “Indenture”), among FIDELITY & GUARANTY LIFE HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”).
FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BETWEEN OM GROUP (UK) LIMITED AND HARBINGER OM, LLC DATED AS OF FEBRUARY 17, 2011Stock Purchase Agreement • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance • New York
This FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of February 17, 2011 (this “Agreement”), is made between OM Group (UK) Limited, a company incorporated in England and Wales under registered number 03591572 (“Seller”), and Harbinger OM, LLC, a Delaware limited liability company (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance • New York
This Employment Agreement (the “Agreement”), dated as of June 27, 2011, is made by and between FIDELITY & GUARANTEE LIFE BUSINESS SERVICES, INC. (the “Company”) and LELAND C. LAUNER, JR. (the “Executive”), hereinafter also referred to individually as “Party” and together as “Parties.”
AGREEMENTEmployment Agreement • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance • Maryland
THIS AGREEMENT (the “Agreement”) is made by and between Old Mutual Business Services, Inc., a Delaware corporation with an address at 1001 Fleet Street, Baltimore, Maryland (“Old Mutual”), and John P. O’Shaughnessy, an individual with a residence at 1000 Fell Street, Apt. 510, Baltimore, MD 21231 (“Executive”), as of December 21, 2009.
GUARANTEE AND PLEDGE AGREEMENT made by HARBINGER OM, LLC, and each other Grantor party hereto in favor of OM GROUP (UK) LIMITED Dated as of April 6, 2011Guarantee and Pledge Agreement • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance • New York
GUARANTEE AND PLEDGE AGREEMENT, dated as of April 6, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), made by HARBINGER OM, LLC, a Delaware limited liability company (the “Buyer”) and each grantor from time to time party hereto (the Buyer and such grantors being referred to herein individually, a “Grantor”, and collectively, jointly and severally, the “Grantors”), in favor of OM GROUP (UK) LIMITED, a company limited by shares organized under the laws of England and Wales (the “Secured Party”).
LEASE AGREEMENT between HARBOR EAST PARCEL C—COMMERCIAL, LLC (as Landlord) and OLD MUTUAL BUSINESS SERVICES, INC. (as Tenant) Dated: September 30, 2010 Effective: October 1, 2010Lease Agreement • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance • Maryland
THIS LEASE AGREEMENT is made as of this 30th day of September, 2010, with an effective date of October 1, 2010 (the “Effective Date”), between (i) HARBOR EAST PARCEL C – COMMERCIAL, LLC, a Maryland limited liability company (hereinafter referred to as “Landlord”), and (ii) OLD MUTUAL BUSINESS SERVICES, INC., a Maryland corporation (hereinafter referred to as “Tenant”).
FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF MARCH 27, 2013First Supplemental Indenture • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 27, 2013 (this “Supplemental Indenture”), among Fidelity & Guaranty Life Holdings, Inc. (the “Company”), the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN ADOPTION AGREEMENTAdoption Agreement • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance
THIS AGREEMENT is the adoption by Fidelity & Guaranty Life Holdings, Inc. (formerly known as Old Mutual U.S. Life Holdings, Inc.) (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2013 • Fidelity & Guaranty Life • Life insurance
This amendment to Employment Agreement dated as of November 1, 2012 is made by and between FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC. (the “Company”) and LELAND C. LAUNER, JR. (“Executive”).
