Exhibit 10.5


 


CONFIDENTIAL


 


GSO
Capital Partners LP

345 Park Avenue

New York, New York 10154


 


May 24, 2017


 


CF Corporation


1701 Village Center Circle


Las Vegas, Nevada 89134


 


Ladies and Gentlemen:


 


This letter (the “Letter Agreement”)
sets forth the commitment of GSO Capital Partners LP (“GSO”), on the terms and subject to the conditions described
below, to purchase, or cause the purchase of, preferred equity (the “Preferred Equity”) of CF Corporation, a
Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the
conditions set forth in the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from
time to time, the “Merger Agreement”) entered into concurrently herewith by and among 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 direct subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty
Life, a Delaware corporation (the “Company”), Parent will acquire the Company by merging Merger Sub with and
into the Company (the “Merger”). Each capitalized term used but not defined in this Letter Agreement will have
the meaning ascribed to it in the Merger Agreement, except as otherwise provided below.


 


1.          Commitment.



 


(a)          GSO
hereby commits, on the terms and subject to the conditions set forth in this Letter Agreement, at the Closing, to purchase, or
cause the purchase of, Preferred Equity for an aggregate cash purchase price equal to (x) $266,000,000 plus (y) the amount of net
redemptions of CF Corp stock (i.e., the aggregate amount paid, or required to be paid, by CF Corp to redeem shares of its stock)
on or after the date hereof and prior to the Closing, up to an aggregate amount of $449,000,000 (the result of (x) plus (y), the
“Commitment”), solely for the purpose of allowing Parent to fund the Merger Consideration and to pay costs and
expenses (including fees and expenses payable to Representatives) incurred in connection with the Merger Agreement, the Merger
and the other transactions contemplated thereby. GSO will not, under any circumstances, be obligated to contribute more than the
Commitment to CF Corp; provided that the foregoing shall not limit the obligations under (i) the Forward Purchase Agreement among
CF Corp, CFS Holdings (Cayman), L.P. and CF Capital Growth, LLC, (ii) the Equity Commitment Letter between CF Corp and Blackstone
Fund and (iii) the Equity Commitment Letter among Blackstone Fund, Fidelity National Financial, Inc. and CF Corp.


 




     


     


    

 


(b)          GSO
may effect the purchase of the Preferred Equity directly or indirectly through one or more affiliated entities or other co-investors
designated by it; however, no such action will reduce the amount of the Commitment or otherwise affect the obligations of GSO under
this Letter Agreement. In the event that CF Corp does not require all of the Preferred Equity with respect to which GSO has made
this Commitment in order to consummate the Merger, the amount to be funded under this Letter Agreement may be reduced as determined
by GSO.


 


(c)          The
obligation of GSO to fund or cause the funding of the Commitment shall be subject to (i) the satisfaction (or waiver by CF Corp)
of the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than those conditions that by their
terms are to be satisfied at the Closing), and (ii) the substantially concurrent consummation of the Closing in accordance with
the terms of the Merger Agreement.


 


2.          Enforceability.
This Letter Agreement may only be enforced by CF Corp at the direction of GSO, and nothing set forth in this Letter Agreement shall
be construed to confer upon or give to the Company or any other Person (including CF Corp’s and the Company’s direct
and indirect creditors), other than the parties hereto and their respective successors and permitted assigns, any rights to enforce
the Commitment or to cause CF Corp to enforce the Commitment. Notwithstanding anything to the contrary in this Letter Agreement,
if the Company is entitled to specific performance in accordance with Section 9.09 of the Merger Agreement to cause the Closing
to occur, the Company may enforce CF Corp’s right to cause the Commitment to be funded (solely to the extent that CF Corp
can enforce the Commitment in accordance with the terms hereof) without the direction of GSO, and in such event and solely to such
extent the Company will be a third party beneficiary of CF Corp’s rights under this Letter Agreement. The exercise by CF
Corp or the Company of any right to enforce this Letter Agreement does not give rise to any other remedies, monetary or otherwise.
Whether or not the Company is entitled to enforce the Commitment in accordance with this Section 2, in the event the Commitment
is not funded in accordance with the terms of this Letter Agreement, neither CF Corp, the Company, nor any other Person shall have,
and no Person is intended to have, any right of recovery against GSO in respect of any liabilities or obligations arising under,
or in connection with, this Letter Agreement or the Merger Agreement (including in the event CF Corp breaches its obligations under
the Merger Agreement and whether or not CF Corp’s breach is caused by GSO’s breach of its obligations under this Letter
Agreement), except to the extent expressly set forth in this Section 2.


 


3.          No
Modification; Entire Agreement. This Letter Agreement
may not be amended or otherwise modified without the prior written consent of CF Corp and GSO. Any such amendment shall be subject
to the Company’s written consent to the extent required under the Merger Agreement. This Letter Agreement constitutes the
sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between GSO or any of its
Affiliates, on the one hand, and CF Corp or any of its Affiliates, on the other, with respect to the transactions contemplated
hereby (other than the Merger Agreement, the Blackstone Information Letter Agreement, the Equity Commitment Letter between CF Corp
and Blackstone Fund, the Equity Commitment Letter among Blackstone Fund, Fidelity National Financial, Inc., and CF Corp, the Forward
Purchase Agreement among CF Corp, CFS Holdings (Cayman), L.P. and CF Capital Growth, LLC, the Voting Agreement, dated as of the
date hereof, among the Company, CFS Holdings (Cayman), L.P. and the other shareholders party thereto (the “Voting Agreement”)
and the other agreements expressly referred to herein or therein as being entered into in connection with the Merger Agreement).



 




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4.          Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.


 


(a)          This
Letter Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out
of or relating to this Letter Agreement or the negotiation, execution or performance of this Letter Agreement (including any claim
or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Letter
Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without respect to its applicable
principles of conflicts of laws that might require the application of the laws of another jurisdiction.


 


(b)          
Each of the parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction
and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular
matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has
jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal
court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate
court from any decision thereof, in any Action arising out of or relating to this Letter Agreement, including the negotiation,
execution or performance of this Letter Agreement and agrees that all claims in respect of any such Action shall be heard and determined
in the Delaware Courts, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now
or hereafter have to the laying of venue of any Action arising out of or relating to this Letter Agreement or the negotiation,
execution or performance of this Letter Agreement in the Delaware Courts, including any objection based on its place of incorporation
or domicile, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such
Action in any such court and (iv) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law.


 


(c)          EACH
OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS LETTER AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY FOR ANY DISPUTE BASED UPON, ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT
OR THE BREACH, TERMINATION OR VALIDITY HEREOF OR ANY TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. EACH OF THE PARTIES CERTIFIES
AND ACKNOWLEDGES THAT (I) NEITHER THE OTHER PARTIES NOR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAVE REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II)
EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH OF THE PARTIES MAKES THIS WAIVER
VOLUNTARILY AND (IV) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS OF THIS SECTION 4(C). ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS LETTER AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 




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5.          Counterparts.
This Letter Agreement may be executed in any number of counterparts (including by facsimile or electronic transmission in “portable
document format”), and all such counterparts shall together constitute one and the same agreement.


 


6.          No
Third Party Beneficiaries. Except as set forth in Sections 2 and 9, the parties hereby agree that their respective
representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto and its successors
and permitted assigns, in accordance with and subject to the terms of this Letter Agreement, and nothing in this Letter Agreement,
express or implied, is intended to, and does not, confer upon any Person other than the parties hereto and their respective successors
and permitted assigns any rights or remedies hereunder or any rights under this Letter Agreement; provided, however,
that in addition to Section 2, the Company is hereby made a third party beneficiary of this Section 6, the second sentence of Section
3, Section 10 and the first sentence of Section 13.


 


7.          Confidentiality.
This Letter Agreement is being provided to CF Corp solely in connection with the Merger Agreement. This Letter Agreement may not
be used, circulated, quoted or otherwise referred to in any document, except with the written consent of GSO; provided,
that no such written consent shall be required (a) for any disclosure of the existence or terms of this Letter Agreement to the
parties to the Merger Agreement or their representatives or advisors with a need to know in connection with the transactions contemplated
by the Merger Agreement, (b) to the extent required by applicable Law, the applicable rules of any national securities exchange
or if required or requested in connection with any required filing or notice with any Governmental Authority relating to the transactions
contemplated by the Merger Agreement or (c) to enforce the rights and remedies under this Letter Agreement.


 


8.          Termination.
This Letter Agreement and the obligation of GSO to fund the Commitment will terminate automatically and immediately upon the earliest
to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the termination of the Merger Agreement in
accordance with its terms and (c) the Company or any of its Affiliates or Representatives asserting any claim against GSO or any
of its Affiliates in connection with the Merger Agreement or any of the transactions contemplated hereby or thereby (other than
any claim relating to a breach or seeking to prevent a breach of the Blackstone Information Letter Agreement or the Confidentiality
Agreement, any claim under the Limited Guaranties or any claim by the Company seeking an injunction or other specific performance
(i) against CF Corp Parent or Merger Sub under the Merger Agreement, (ii) against GSO under this Letter Agreement, (iii) against
CFS Holdings (Cayman), L.P. under the Forward Purchase Agreement among CF Corp, CFS Holdings (Cayman), L.P. and CF Capital Growth,
LLC, (iv) against Blackstone Fund under the Equity Commitment Letter between Blackstone Fund and CF Corp, (v) against Blackstone
Fund under the Equity Commitment Letter among Blackstone Fund, Fidelity National Financial, Inc., and CF Corp or (vi) against CFS
Holdings (Cayman), L.P. under the Voting Agreement). For the avoidance of doubt, nothing in this Letter Agreement shall be deemed
to limit the ability of the Company to bring claims against CF Corp, Parent or Merger Sub under the Merger Agreement (and the obligations
of GSO to fund the Commitment will not terminate as a result of any such claim).


 




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9.          No
Recourse. Notwithstanding anything that may be expressed or implied in this Letter Agreement, or any document or instrument
delivered in connection herewith, by its acceptance of the benefits of this Letter Agreement, CF Corp covenants, agrees and acknowledges
that no Person other than GSO has any liabilities, obligations or commitments of any nature (whether known or unknown, whether
due or to become due, absolute, contingent or otherwise) hereunder and that, notwithstanding that GSO or its general partner (and
any assignee permitted under Section 13 hereof) may be a limited partnership or limited liability company, CF Corp has no right
of recovery under this Letter Agreement or under any document or instrument delivered in connection herewith, or any claim (whether
in tort, contract or otherwise) based on, in respect of, or by reason of, this Letter Agreement, the transactions contemplated
hereby or in respect of any oral representation made or alleged to be made in connection herewith, against, and no personal liability
whatsoever shall attach to, be imposed upon or otherwise be incurred by the former, current or future equity holders, controlling
persons, directors, officers, employees, agents, Affiliates (other than any assignee permitted under Section 13 hereof), members,
managers or general or limited partners of any of GSO, CF Corp, Parent or Merger Sub or any former, current or future stockholder,
controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee
permitted under Section 13 hereof) or agent of any of the foregoing (collectively, but not including GSO, the GSO Guarantors, CFS
Holdings (Cayman), L.P., Blackstone Fund, CF Corp, Parent or Merger Sub the “Non-Recourse Parties”), whether
by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by the enforcement of
any assessment or by any legal or equitable proceeding, by virtue of applicable Law, or otherwise. Notwithstanding any exercise
or right to exercise its enforcement rights in accordance with Section 2 hereof, the Company is subject to this Section 9 to the
same extent that CF Corp is.


 


10.        Representations.


 


a.           GSO
hereby represents and warrants to CF Corp and the Company that (a) it and its Affiliates, in the aggregate, have the financial
capacity to pay and perform its obligations under this Letter Agreement, and that all funds necessary for GSO to fulfill its obligations
under the Letter Agreement shall be available to GSO for so long as this Letter Agreement shall remain in effect, (b) to the extent
(if any) that it’s or its applicable Affiliates’ governing documents limit the amount it may commit to any one investment,
the Commitment is less than the maximum aggregate amount that they are permitted to invest in any one investment pursuant to the
terms of such governing documents and (c) it and its Affiliates (as applicable) have an aggregate of uncalled capital commitments
or otherwise have available funds in an amount in excess of the Commitment.


 


b.           GSO
is duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept)
under the Laws of the jurisdiction of its incorporation or organization.


 


c.           GSO
has all necessary power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder. The
execution and delivery by GSO of this Letter Agreement, and the performance by GSO of its obligations hereunder, have been duly
authorized by all necessary action, and no other proceedings on the part of GSO are necessary to authorize this Letter Agreement
or to performance by GSO of its obligations hereunder. This Letter Agreement has been duly executed and delivered by GSO and, assuming
the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of GSO enforceable against
GSO in accordance with its terms.


 




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d.           The
execution and delivery of this Letter Agreement by GSO does not, and the performance by GSO of its obligations hereunder will not,
(i) conflict with or violate any provision of the organizational documents of GSO, (ii) assuming that all consents, approvals,
authorizations and waivers contemplated by Section 10(e) have been obtained, and all filings described therein have been made,
conflict with or violate any Law applicable to GSO or by which any property or asset of GSO is bound or affected, (iii) require
any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right
of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering
any payment or other obligations under, or result in the loss of any right or benefit to which GSO is entitled under, any Contract
to which GSO is a party or by which GSO, or any property or asset of GSO, is bound or affected or (iv) result (immediately or with
notice or lapse of time or both) in the creation of a Lien on any property or asset of GSO, except in the case of clauses (ii),
(iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the
aggregate, reasonably be likely to have a material adverse effect on the ability of GSO to perform its obligations hereunder.


 


e.           (i)
The execution and delivery of this Letter Agreement by GSO does not, and (ii) the performance by GSO of its obligations hereunder
will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration
or qualification with, any Governmental Authority, except in the case of clause (ii) for consents, approvals, authorizations and
waivers contemplated by Section 4.05(b) of the Merger Agreement.


 


11.        Headings.
The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Letter Agreement.


 


12.        Severability.
If any provision of this Letter Agreement (or any portion thereof) or the application of any such provision (or any portion thereof)
to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof)
or the application of such provision to any other Persons or circumstances. Notwithstanding the foregoing, the parties intend that
the remedies and limitations thereon contained in this Letter Agreement, including Section 10, be construed as an integral provision
of this Letter Agreement and that such remedies and limitations shall not be severable in any manner that increases liability or
obligations hereunder of either party hereto or of GSO or of any Non-Recourse Party.


 




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13.        Assignment.
Neither this Letter Agreement nor any of the rights, interests or obligations under this Letter Agreement shall be assigned or
delegated, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the
other parties and the Company. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of,
and be enforceable by, the parties and their respective successors and assigns. Any purported assignment in violation of this Section
13 shall be null and void.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	GSO CAPITAL PARTNERS LP 
	 	 	 	 
	 	By:	/s/ Thomas Iannarone
	 	 	Name: 	Thomas Iannarone
	 	 	Title:  	 Authorized Signatory


 


	Agreed to and accepted:	 
	 	 
	CF CORPORATION	 
	 	 	 	 
	By:	/s/ Chinh Chu	 
	 	Name:	Chinh Chu	 
	 	Title:	Co-Executive Chairman