FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer THE GUARANTORS PARTY HERETO INDENTURE Dated as of April 20, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee PROVIDING FOR THE ISSUANCE OF NOTES IN SERIESIndenture • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • New York
INDENTURE, dated as of April 20, 2018, 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”), CF BERMUDA HOLDINGS LIMITED, a Bermuda exempted company (the “Parent”), FGL US HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware ( the “Intermediate Guarantor”), certain other subsidiaries of the Parent from time to time party hereto (the “Subsidiary Guarantors” and together with the Parent and the Intermediate Guarantor, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Maryland
THIS AGREEMENT (the “Agreement”) is made by and between Fidelity & Guaranty Life Business Services, Inc., a Delaware corporation with an address at 1001 Fleet Street, Baltimore, Maryland (“F&G”), and Wendy J.B. Young, an individual with a residence at 3300 Grayling Drive, Mt. Airy, MD 21771 (“Executive”), as of November 14, 2013.
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Iowa
This Employment Agreement (the “Agreement”), dated as of February 6, 2019 (the “Effective Date”), is made by and between FGL HOLDINGS (together with its subsidiaries, the “Company”) and CHRISTOPHER BLUNT (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.”
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 1, 2020, among Fidelity National Financial, Inc. (the “FNF Parent”), FIDELITY & GUARANTY LIFE HOLDINGS, INC. (or its permitted successor), a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”) under the Indenture referred to below.
SEPARATION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL FINANCIAL, INC., and F&G ANNUITIES & LIFE, INC. dated as of [●], 2022Separation and Distribution Agreement • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [●], 2022, is entered into by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (“FNF”), and F&G ANNUITIES & LIFE, INC., a Delaware corporation (“F&G”) and a direct, wholly-owned Subsidiary of FNF.
TAX SHARING AGREEMENTTax Sharing Agreement • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Florida
THIS TAX SHARING AGREEMENT (this "Agreement") dated as of [•], 2022 among Fidelity National Financial Inc., a Delaware corporation ("FNF"), and F&G Annuities & Life, Inc, a Delaware corporation and direct, wholly-owned subsidiary of FNF and member of the consolidated group for U.S. federal tax purposes of which FNF is the common parent (“F&G”).
CORPORATE SERVICES AGREEMENT (F&G Annuities & Life, Inc.)Corporate Services Agreement • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Florida
This Corporate Services Agreement (this “Agreement”) is dated as of [l], 2022, by and between Fidelity National Financial, Inc., a Delaware corporation (“FNF” or “PROVIDING PARTY”) and F&G Annuities & Life, Inc. a Delaware corporation (“F&G” or “RECEIVING PARTY”). FNF and F&G shall be referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
REVERSE CORPORATE SERVICES AGREEMENT (F&G Annuities & Life, Inc.)Reverse Corporate Services Agreement • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Florida
This Reverse Corporate Services Agreement (this “Agreement”) is dated as of [l], 2022, by and between F&G Annuities & Life, Inc., a Delaware limited liability company (“F&G” or “PROVIDING PARTY”) and Fidelity National Financial, Inc., a Delaware corporation (“FNF” or “RECEIVING PARTY”). F&G and FNF shall be referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
ASSIGNMENT OF EMPLOYMENT AGREEMENTSAssignment of Employment Agreements • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Iowa
This Assignment of Employment Agreements (this “Assignment”) is entered into as of February 7, 2020, by and between FGL HOLDINGS, a Cayman Islands exempted company (“Assignor”), and F II Corp., a Cayman Islands exempted company (“Assignee”), and is acknowledged and agreed to by Christopher Blunt, Jonathan Bayer and John Fleurant.
FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer and the Guarantors from time to time party to the Indenture and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF APRIL 20, 2018First Supplemental Indenture • August 31st, 2022 • F&G Annuities & Life, Inc. • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 2018 (this “Supplemental Indenture”), among Fidelity & Guaranty Life Holdings, Inc. (the “Company”), the Guarantors under the Indenture referred to below (the “Guarantors”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
