CREDIT AGREEMENT Dated as of November 22, 2022 among F&G ANNUITIES & LIFE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS, LLC, as Co-Syndication...Credit Agreement • November 22nd, 2022 • F&G Annuities & Life, Inc. • Life insurance • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 22, 2022, among F&G ANNUITIES & LIFE, INC., a Delaware corporation (the “Borrower”), the guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
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”).
EXECUTION VERSION #97839774v15 WEIL:\99581369\2\44393.0003 Published Deal CUSIP Number: 30237CAC9 Revolver CUSIP Number: 30237CAD7 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 16, 2024 among F&G ANNUITIES & LIFE, INC., as the Borrower,...Credit Agreement • February 16th, 2024 • F&G Annuities & Life, Inc. • Life insurance • New York
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 4th, 2022 • F&G Annuities & Life, Inc. • Life insurance • New York
This Investment Management Agreement (the “Agreement”), dated as of September 30, 2020, is by and between Freestone Re Ltd., a Cayman Islands exempted company organized under the laws of the Cayman Islands (the “Company”) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”).
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 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 4th, 2022 • F&G Annuities & Life, Inc. • Life insurance • Iowa
This Second Amended and Restated Investment Management Agreement (the “Agreement”), dated as of June 1, 2020 and effective as of June 1, 2020 (the “Second A&R Effective Date”), 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”).
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 November 30, 2022Separation and Distribution Agreement • December 1st, 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 November 30, 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 • December 1st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Florida
THIS TAX SHARING AGREEMENT (this “Agreement”) dated as of November 30, 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”).
F&G Annuities & Life, Inc., the Guarantors party hereto and BofA Securities, Inc., J.P. Morgan Securities LLC, and RBC Capital Markets, LLC, for and on behalf of the Initial Purchasers REGISTRATION RIGHTS AGREEMENT dated as of January 13, 2023Registration Rights Agreement • January 13th, 2023 • F&G Annuities & Life, Inc. • Life insurance • New York
This Registration Rights Agreement (this “Agreement”), dated as of January 13, 2023, is entered into among F&G Annuities & Life, Inc., a Delaware corporation (the “Issuer”), the guarantors listed on the signature pages hereto (collectively, the “Guarantors”) and BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (collectively with, and for and on behalf of the Initial Purchasers listed in Schedule 1 to the Purchase Agreement referred to below, the “Initial Purchasers”). The Issuer proposes to issue and sell to the Initial Purchasers, upon the terms set forth in the purchase agreement, dated January 9, 2023, among the Issuer, the Guarantors and you, as representatives of the Initial Purchasers (the “Purchase Agreement”), $500,000,000 aggregate principal amount of the Issuer’s 7.400% Senior Notes due 2028 (the “Original Notes”) (such sale, the “Initial Placement”). The Original Notes will be fully and unconditionally guaranteed on a senior unsecured basis by t
INDENTURE among F&G ANNUITIES & LIFE, INC., THE GUARANTORS PARTY HERETO AS OF THE DATE HEREOF AND ANY OTHER GUARANTOR THAT BECOMES PARTY HERETO PURSUANT TO SECTION 3.12 HEREOF and CITIBANK, N.A., as Trustee Dated as of January 13, 2023Indenture • January 13th, 2023 • F&G Annuities & Life, Inc. • Life insurance • New York
THIS INDENTURE, dated as of January 13, 2023, among F&G ANNUITIES & LIFE, INC., a Delaware corporation (including any successor, and as more fully defined in Section 1.1 hereof, the “Company”), the Guarantors (as defined herein) party hereto as of the date hereof and any other Guarantor that becomes party hereto pursuant to Section 3.12 hereof and CITIBANK, N.A., a national banking association, as trustee (including any successor in such capacity, and as more fully defined in Section 1.1 hereof, the “Trustee”),
EXECUTION VERSION WEIL:\99001761\2\45181.0045 #96551106v8 This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 21, 2023, among F&G Annuities & Life, Inc., a Delaware corporation (the “Borrower”), each Guarantor party...Credit Agreement • February 27th, 2023 • F&G Annuities & Life, Inc. • Life insurance • New York
CORPORATE SERVICES AGREEMENT (F&G Annuities & Life, Inc.)Corporate Services Agreement • December 1st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Florida
This Corporate Services Agreement (this “Agreement”) is dated as of November 30, 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 • December 1st, 2022 • F&G Annuities & Life, Inc. • Life insurance • Florida
This Reverse Corporate Services Agreement (this “Agreement”) is dated as of November 30, 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.”
Amended and Restated Sub-Manager Fee AgreementInvestment Management Agreement • October 4th, 2022 • F&G Annuities & Life, Inc. • 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”) between FGL Holdings, a Cayman Islands exempted corporation (“FGL”), and/or certain of its current or future subsidiaries (individually, a “Company” and collectively, the “Companies”), 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 Inc. (“Blackstone”). This Amended and Restated Sub-Manager Fee Agreement letter agreement amends and restates in its entirety that certain Sub-Manager Fee Agreement” letter agreement, dated December 31, 2019, by and between FGL Holdings and the Investment Manager.
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.
Investment Management AgreementsInvestment Management Agreement • October 4th, 2022 • F&G Annuities & Life, Inc. • 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”) between FGL Holdings, a Cayman Islands exempted corporation (“FGL”), and/or certain of its current or future subsidiaries (individually, a “Company” and collectively, the “Companies”) 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 Inc. (“Blackstone”). This letter amends and restates in its entirety that certain letter agreement, dated November 30, 2017, by and between FGL Holdings (f/k/a CF Corp.) and the Investment Manager.
F&G Annuities & Life, Inc. 801 Grand Ave. Suite 2600 Des Moines, IA 50309F&G Annuities & Life, Inc. • March 10th, 2023 • Life insurance • New York
(a)the Participation Fee Agreement, dated as of June 1, 2020 (the “Participation Fee Agreement”), by and between Blackstone ISG-I Advisors, L.L.C., a Delaware limited liability company (the “Investment Manager”), MVB Management, LLC (“MVB”), Chinh E. Chu and William P. Foley, II;
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, 2018Indenture • 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.
