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”).
—] Shares Fidelity & Guaranty Life Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2013 • Fidelity & Guaranty Life • Life insurance • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware
Indemnification Agreement, dated as of , 2013, between Fidelity & Guaranty Life, a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2014 • Fidelity & Guaranty Life • 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 Dennis Vigneau, an individual with a residence at 1759 N. Honore Street, Chicago, IL 60622 (“Executive”), as of January 27, 2014.
FIDELITY & GUARANTY LIFE2013 Non-Statutory Stock Option Agreement • May 8th, 2015 • Fidelity & Guaranty Life • Life insurance • Delaware
This Employee Non-Statutory Stock Option Agreement (the “Agreement”), dated as of December 12, 2013, is entered into between Fidelity & Guaranty Life, a Delaware corporation, and the Employee whose name appears on the signature page hereof.
CREDIT AGREEMENTCredit Agreement • August 26th, 2014 • Fidelity & Guaranty Life • Life insurance • New York
Exhibit F-1 United States Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Dividend Equivalent AgreementDividend Equivalent Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware
This Dividend Equivalent Agreement (the “Agreement”), dated as of November 2, 2011, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Fidelity & Guaranty Life Holdings, Inc. Dividend Equivalent Plan.
GUARANTEE AGREEMENT Dated as of August 26, 2014 Among FIDELITY & GUARANTY LIFE, and the other GUARANTORS Party Hereto andGuarantee Agreement • August 26th, 2014 • Fidelity & Guaranty Life • 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 August 26, 2014 is entered into by and among FIDELITY & GUARANTY LIFE, Delaware corporation (“Parent”), the other Subsidiary Guarantors party hereto and ROYAL BANK OF CANADA, as Administrative Agent.
Employee Stock Option AgreementEmployee Stock Option Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware
This Employee Stock Option Agreement (the “Agreement”), dated as of November 2, 2011, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Fidelity & Guaranty Life Holdings, Inc. Stock Incentive Plan.
AGREEMENT AND PLAN OF MERGER by and among CF CORPORATION, FGL US HOLDINGS INC., FGL MERGER SUB INC. and FIDELITY & GUARANTY LIFE Dated as of May 24, 2017Agreement and Plan of Merger • May 24th, 2017 • Fidelity & Guaranty Life • Life insurance • New York
This AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of May 24, 2017, is by and among CF Corporation, a Cayman Islands exempted corporation (“CF Corp”), FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”), FGL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2014 • Fidelity & Guaranty Life • Life insurance • New York
REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 18, 2013, by and among Fidelity & Guaranty Life, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 7(d) (such stockholders each referred to individually as a “Stockholder,” and collectively the “Stockholders”).
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.”
AGREEMENTAgreement • 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.
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Automatic Reinsurance Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Maryland
THIS AMENDMENT NO. 2 (this “Amendment No. 2”) is made and entered into as of this 6th day of April, 2011, and amends and is made a part of the Automatic Reinsurance Agreement, originally effective December 31, 2007 (as amended, the “Reinsurance Agreement”), between OM Financial Life Insurance Company, a Maryland insurance company (the “Ceding Company”), and Wilton Reassurance Company, a Minnesota insurance company (the “Reinsurer”).
Amendment to Employee Stock Option AgreementEmployee Stock Option Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware
This Amendment to the Employee Stock Option Agreement (this “Amendment”), dated as of March 21, 2013, is entered into between Fidelity & Guaranty Life Holdings, Inc. (the “Company”) and Leland C. Launer (the “Employee”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Fidelty & Guaranty Life Holdings, Inc. Stock Incentive Plan (the “Plan”).
Fidelity & Guaranty Life Holdings, Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware
This RESTRICTED STOCK AGREEMENT, dated as of December 31, 2012 (the “Grant Date”) (this “Agreement”) is entered into by and between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation (the “Company”) and Leland C. Launer, Jr. (the “Employee”).
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Automatic Reinsurance Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Maryland
The Guidelines are the same as those attached as schedule IV to the reinsurance agreement, dated as of April 7, 2011, by and between the Ceding Company as the ceding company thereunder and Raven Reinsurance Company, a Vermont special purpose financial captive insurance company and wholly-owned subsidiary of the Ceding Company, as the reinsurer thereunder. The Ceding Company shall not consent to any amendment to the Guidelines without the prior consent of the Reinsurer (which shall not be unreasonably withheld).
FIDELITY & GUARANTY LIFE2013 Restricted Stock Agreement • February 7th, 2014 • Fidelity & Guaranty Life • Life insurance • Delaware
This RESTRICTED STOCK AGREEMENT, dated as of December 12, 2013 (the “Grant Date”) (this “Agreement”) is entered into by and between Fidelity & Guaranty Life, a Delaware corporation (the “Company”) and [[FIRSTNAME]] [[LASTNAME]] (the “Employee”).
Amendment No. 1 to the Restricted Stock AgreementRestricted Stock Agreement • December 3rd, 2013 • Fidelity & Guaranty Life • Life insurance
THIS AMENDMENT NO.1 to the Restricted Stock Agreement (the “Agreement”), dated as of December 31, 2012, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation and the Employee (as defined in the Agreement) is effective as of .
February 1, 2017Merger Agreement • November 16th, 2017 • Fidelity & Guaranty Life • Life insurance
As you know, Fidelity & Guaranty Life (“FGL”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Anbang Insurance Group Co., Ltd. (“Anbang”) and certain other parties, pursuant to which FGL will become a subsidiary of Anbang, effective as of the closing of the merger (the “Closing”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2015 • Fidelity & Guaranty Life • Life insurance • Delaware
This Indemnification Agreement (this “Agreement”), dated as of July 14, 2015, is made by and between Fidelity & Guaranty Life, a Delaware corporation (the “Company”), and (“Indemnitee”).
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Automatic Reinsurance Agreement • October 28th, 2013 • Fidelity & Guaranty Life • Life insurance
It is hereby acknowledged and agreed by and between the parties that this Amendment No. 1 shall attach to the Treaty and become a part thereof.
Amendment to Restricted Stock AgreementRestricted Stock Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware
This Amendment to the Restricted Stock Agreement (this “Amendment”), dated as of March 21, 2013, is entered into between Fidelity & Guaranty Life Holdings, Inc. (the “Company”) and Leland C. Launer (the “Employee”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Fidelty & Guaranty Life Holdings, Inc. Stock Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2015 • Fidelity & Guaranty Life • Life insurance • Iowa
This Amended and Restated Employment Agreement (the “Agreement”), dated as of May 6, 2015, is made by and between FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC. and CHRISTOPHER J. LITTLEFIELD (the “Executive”). The Company (as defined below) and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.”
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”).
VOTING AGREEMENTVoting Agreement • May 24th, 2017 • Fidelity & Guaranty Life • Life insurance • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of May 24, 2017, among Fidelity & Guaranty Life, a Delaware corporation (the “Company”), and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Shareholders”) and each other Person who after the date hereof agrees to become a party to, and bound by, this Agreement as a “Shareholder” by executing a Joinder Agreement.
FIDELITY & GUARANTY LIFE2013 Unrestricted Stock Agreement for Compensation Committee Member • February 7th, 2014 • Fidelity & Guaranty Life • Life insurance • Delaware
This UNRESTRICTED STOCK AGREEMENT, dated as of December 12, 2013 (the “Grant Date”) (this “Agreement”) is entered into by and between Fidelity & Guaranty Life, a Delaware corporation (the “Company”) and [[FIRSTNAME]] [[LASTNAME]] (the “Employee”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 9th, 2017 • Fidelity & Guaranty Life • Life insurance • Delaware
This AMENDMENT NO. 2, dated as of February 9, 2017 (this “Amendment”), amends the Agreement and Plan of Merger, dated as of November 8, 2015 (as amended by that certain Amendment to Agreement and Plan of Merger, dated as of November 3, 2016, the “Agreement”), by and among Anbang Insurance Group Co., Ltd., a joint-stock insurance company established in the People’s Republic of China (“AIG”), AB Infinity Holding, Inc., a Delaware corporation and wholly-owned subsidiary of AIG (“Parent”), AB Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”).
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, 2013Indenture • 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 USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...Automatic Reinsurance Agreement • October 28th, 2013 • Fidelity & Guaranty Life • Life insurance
This is a coinsurance agreement for indemnity reinsurance (the “Agreement”) solely between OM Financial Life Insurance Company (formerly known as Fidelity and Guaranty Life Insurance Company), a Maryland insurance company (the “Ceding Company”), and Wilton Reassurance Company, a Minnesota insurance company (the “Reinsurer” and, together with the Ceding Company, collectively referred to as the “parties”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 21st, 2017 • Fidelity & Guaranty Life • Life insurance • New York
SECOND AMENDMENT dated as of July 17, 2017 (this “Second Amendment”) to the Credit Agreement dated as of August 26, 2014 (as amended by the First Amendment to Credit Agreement dated as of April 6, 2015 and as may be further amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the lenders from time to time party thereto (collectively the “Lenders” and, individually, each a “Lender”), and ROYAL BANK OF CANADA as administrative agent for the Lenders (the “Administrative Agent”) and the other agents and arrangers party thereto.
FIDELITY & GUARANTY LIFE PERFORMANCE RSU GRANT AGREEMENTPerformance Rsu Grant Agreement • November 26th, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware
This Performance RSU Grant Agreement (the “Agreement”) is entered into by and between Fidelity & Guaranty Life (the “Company” or “F&G LIFE”) and [NAME] (the “Grantee”), effective as of [GRANT DATE] (the “Grant Date”).
October 30. 2013 Fidelity & Guaranty Life Business Services. Inc.Employment Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance
