eqh-ex101_6.htm



EXHIBIT 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT, dated as of March 22, 2021 (this “Agreement”), is entered into by and among EQUITABLE HOLDINGS, INC. (f/k/a AXA Equitable Holdings, Inc.), a Delaware corporation (the “Company”), the Subsidiary Account Parties party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the Banks party hereto. 

PRELIMINARY STATEMENTS:

WHEREAS, the Company, the Subsidiary Account Parties party thereto, Administrative Agent and certain banks entered into that certain Revolving Credit Agreement, dated as of February 16, 2018 (as amended, amended and restated, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement” and as further amended pursuant to this Agreement, the “Amended Credit Agreement”; capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement);

 

WHEREAS, the Company has requested that the Administrative Agent and the undersigned Banks, constituting the Required Banks, consent to certain amendments to the Credit Agreement; and

 

WHEREAS, the Company, the Subsidiary Account Parties, the Administrative Agent and the Banks party hereto have agreed to amend the Credit Agreement as hereinafter set forth.

 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

 

SECTION 1.Amendment to Credit Agreement

. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below), the Credit Agreement shall be amended as follows: 

(a)Section 5.07(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Minimum Adjusted Consolidated Net Worth. From and after the Availability Effective Date, the Company will not permit its Adjusted Consolidated Net Worth, calculated as of the end of each fiscal quarter, to be less than an amount equal to the sum of (i) $6,441,000,000 plus (ii) 50% of the aggregate amount of the Net Proceeds of Equity Issuances by the Company and its Subsidiaries after December 31, 2020.”

SECTION 2.Reference to and Effect on the Credit Documents. 

(a)On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement, as amended by this Agreement.  For the avoidance of doubt, this Agreement shall also constitute a Credit Document under the Amended Credit Agreement.

(b)The Credit Agreement, as specifically amended by this Agreement, and the other Credit Documents are, and shall continue to be, in full force and effect, and are hereby in all respects ratified and confirmed. 

(c)Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Bank or the 

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Administrative Agent under the Credit Agreement or any other Credit Document, nor shall it constitute a waiver of any provision of the Credit Agreement or any Credit Document.

SECTION 3.Conditions of Effectiveness for Agreement

.  This Agreement shall become effective as of the date (the “Amendment No. 1 Effective Date”) on which the following conditions shall have been satisfied (or waived by the Administrative Agent):

 

(a)the Administrative Agent shall have received counterparts of this Agreement executed by the Company, the Subsidiary Account Parties and Banks constituting the Required Banks;

 

(b)the representations and warranties contained in the Credit Agreement and in this Agreement shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (except that such representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)

 

(c)no Default or Event of Default shall have occurred and be continuing after giving effect to this Agreement;

 

(d)to the extent invoiced at least two Business Days prior to the Amendment No. 1 Effective Date, all accrued fees and reasonable and documented fees and out-of-pocket expenses payable to the Administrative Agent shall have been paid in accordance with Section 5 of this Agreement and Section 10.03 of the Credit Agreement; and

 

(e)receipt by the Administrative Agent of any information reasonably requested by the Administrative Agent or any Bank in order to comply with “know your customer” or similar identification requirements of the Administrative Agent or such Bank.

 

By releasing its signature page hereto, the Company shall be deemed to have certified to the Administrative Agent and the Banks party hereto that the conditions set forth in clauses (b) and (c) above have been satisfied.

 

SECTION 4.Representations and Warranties

.  The Company hereby represents and warrants to the Administrative Agent and the Banks party hereto that:

 

(a)on and as of the date hereof (i) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Credit Agreement as amended hereby and the other Credit Documents to which it is a party, and (ii) this Agreement has been duly authorized, executed and delivered by it; 

(b)the representations and warranties set forth in Article IV of the Amended Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(c)this Agreement, and the Credit Agreement as amended hereby, constitute legal, valid and binding obligations of such party, enforceable against it in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or 

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other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing. 

 

SECTION 5.Costs and Expenses

. The Company agrees that all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other instruments and documents to be delivered hereunder or in connection herewith are expenses that the Company is required to pay or reimburse pursuant to, and in accordance with, Section 10.03 of the Credit Agreement. 

 

SECTION 6.Execution in Counterparts

. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement.

 

Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

 

SECTION 7.New York Law, Judicial Proceedings and Waiver of Jury Trial

. This Agreement is subject to the provisions of Sections 10.08, 10.09 and 10.12 of the Credit Agreement relating to governing law, waiver of trial by jury and submission to jurisdiction and venue, the provisions which are by this reference incorporated herein in full mutatis mutandis.

SECTION 8.Credit Party Affirmation

. Each Subsidiary Account Party party hereto hereby acknowledges and consents to this Agreement. The Company and each Subsidiary Account Party party hereto hereby ratifies and confirms all of its respective obligations and liabilities under the Credit Documents (as amended by the Agreement) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect.

 

SECTION 9.No Novation

SECTION 10.. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any instrument securing the same, which shall remain in full force and effect.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Obligors under any Credit Document from any of its obligations and liabilities as an Obligor under any of the Credit Documents.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Credit Agreement to be executed by their respective authorized officers as of the date first above written. 

COMPANY:

 

EQUITABLE HOLDINGS, INC.,

as Company

 


	
 
	
By: /s/ Yun Zhang
	

Name: Yun Zhang
Title: Senior Vice President and Treasurer




 

 




[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



SUBSIDIARY ACCOUNT PARTIES:

 

 

CS LIFE RE COMPANY

 

 


	
 
	
By: /s/ Yun Zhang
	

Name: Yun Zhang
Title: Senior Vice President and Treasurer




 

 

EQ AZ LIFE RE COMPANY

 

 


	
 
	
By:
	
/s/ Yun Zhang
Name: Yun Zhang
Title: Senior Vice President, 




Chief Financial Officer and Treasurer

 

 




[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



BANKS:

 

JPMORGAN CHASE BANK, N.A., 

as Administrative Agent and as a Bank




By: /s/ James S. Mintzer
Name: James S. Mintzer
Title: Executive Director

 




[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



CITIBANK, N.A.





	
 
	
By:
	
/s/ Justine O’Connor
Name: Justine O’Connor
Title: Vice President & Director







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



BARCLAYS BANK PLC





	
 
	
By:
	
/s/ Jake Lam
Name: Jake Lam
Title: Assistant Vice President




 




[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



MORTGAGE STANLEY BANK N.A.





	
 
	
By:
	
/s/ Jake Dowden
Name: Jake Dowden
Title: Authorized Signatory







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



PNC BANK, n.a.,





	
 
	
By:
	
/s/ Thomas A. McLaughlin
Name: Thomas A. McLaughlin
Title: Senior Vice President







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



WELLS FARGO BANK, NATIONAL ASSOCIATION





	
 
	
By:
	
/s/ Jason Hafener
Name: Jason Hafener
Title: Managing Director







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



BANK OF AMERICA, N.A.





	
 
	
By:
	
/s/ Chris Choi
Name: Chris Choi
Title: Director







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



BNP PARIBAS





	
 
	
By:
	
/s/ Hampton Smith
Hampton Smith
Managing Director




 


	
 
	
By:
	
/s/ Marguerite L Lebon
Marguerite L. Lebon
Vice President







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



CREDIT SUISSE AG, NEW YORK BRANCH





	
 
	
By:
	
/s/ Doreen Barr
Name: Doreen Barr
Title: Authorized Signatory




 


	
 
	
By:
	
/s/ Komal Shah
Name: Komal Shah
Title: Authorized Signatory







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



DEUTSCHE BANK AG NEW YORK BRANCH, as lender





	
 
	
By:
	
/s/ Ming K. Chu
Name: Ming K. Chu
Title: Director




 


	
 
	
By:
	
/s/ Marko Lukin
Name: Marko Lukin
Title: Vice President







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



Goldman Sachs Bank USA





	
 
	
By:
	
/s/ Mahesh Mohan
Name: Mahesh Mohan
Title: Authorized Signatory







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



hsbc bank usa, n.a.





	
 
	
By:
	
/s/ Daniel Hartmann
Name: Daniel Hartmann
Title: Vice President, Financial Institutions Group







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



[societe generale]





	
 
	
By:
	
/s/ Robert Roberto
Name: Robert Roberto
Title: Managing Director, Chairman, Financial Institutions Group







[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]



trust bank, successor by merger to SUNTRUST BANK





	
 
	
By:
	
/s/ Andrew Johnson
Name: Andrew Johnson
Title: Managing Director




 

 

[EQH– Signature Page to Amendment No. 1 to Revolving Credit Agreement]