Exhibit 10.9


 


Amended and Restated Investor Agreement


 


June 6, 2017


 


Blackstone Tactical Opportunities Fund II L.P.


345 Park Avenue


New York, NY 10154


 


GSO Capital Partners LP


345 Park Avenue


New York, NY 10154


 


Fidelity National Financial, Inc.


601 Riverside Ave.


Jacksonville, FL 32204


 


Ladies and Gentlemen:


 


This amended and restated letter agreement
(this “Letter Agreement”) amends, restates and supersedes in its entirety, effective as of May 24, 2017, that
certain letter agreement, dated May 24, 2017, among CF Corporation, Blackstone Tactical Opportunities Fund II L.P. (the “BTO
Fund”), GSO Capital Partners LP (“GSO”) and Fidelity National Financial, Inc. (“FNF”,
and collectively with the BTO Fund and GSO, the “Investors”). This Letter Agreement is issued in connection
with (i) the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time
to time in accordance with the Letter Agreement, the “Merger Agreement”), dated as of May 24, 2017, by and among
CF Corporation, FGL US Holdings Inc., FGL Merger Sub Inc. and Fidelity & Guaranty Life and (ii) the Share Purchase Agreement
(as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Letter Agreement,
the “Share Purchase Agreement” and, together with the Merger Agreement, the “Agreements”),
dated as of May 24, 2017, by and among FSR US Holdings Inc., CF Corporation, HRG Group, Inc., Front Street Re (Delaware) Ltd.,
Front Street Re (Cayman) Ltd. and Front Street Re Ltd. 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 herein.


 


As an inducement for the Investors to enter
into the Limited Guaranties, the parties hereto agree as follows:


 


1.          Conduct
Under the Agreements. CF Corporation agrees to, and to cause its Subsidiaries to, timely perform and discharge, and not
take any action that would constitute a breach of, their obligations under the Agreements (including, without limitation, with
respect to any debt financing contemplated thereby). Without limiting the foregoing, CF Corporation agrees that, without the prior
written consent of the BTO Fund, GSO and FNF, which consent will not unreasonably be withheld, delayed or conditioned, it will
not take, and will cause its Subsidiaries to refrain from taking, the following actions, if the taking of such action would be
adverse in any material respect to the rights of, or impose any material obligation on, CF Corporation or the Investors in connection
with the transactions contemplated by the Agreements:


 




    	 	 	 



     


    

 


(a)          amend
or modify, or grant any waiver of any obligation or condition under, either Agreement or any related transaction document;


 


(b)          seek
to terminate either Agreement or any related transaction document (except (x) in connection with a failure of a condition set forth
in Section 7.01 of the Merger Agreement or Section 8.01(a) of the Share Purchase Agreement or (y) as may otherwise be required
for CF Corporation and its Subsidiaries to not breach their obligations under the Agreements);


 


(c)          enter
into any agreement or settlement with a Governmental Authority, stipulate or agree to the entry of any judgment, agree with a Governmental
Authority to incur any liability or obligation, make any payment (other than filing fees) with a Governmental Authority or make
any other concession to a Governmental Authority in connection with obtaining any actions or nonactions, consents, approvals, authorizations,
waivers, qualifications or exemptions from Governmental Authorities in connection with either Agreement or any related transaction
document (including under Insurance Laws and the HSR Act), provided the foregoing shall not be deemed to require the taking of
an action that would cause CF Corporation or its Subsidiaries to violate applicable Law; or


 


(d)          make
any regulatory filing relating to the transactions contemplated by the Agreements, or agree to amend or modify the proposed terms
of (1) any regulatory filing relating to the transactions contemplated by the Agreements (including any exhibits or annexes or
any other ancillary documents relating thereto) or (2) any agreement or transaction described in any such regulatory filing (including,
without limitation, the Investment Management Agreement contemplated to be entered into by Fidelity & Guaranty Life and an
Affiliate of the BTO Fund, the Investment Management Agreement contemplated to be entered into by Topco and an Affiliate of the
BTO Fund, the modified coinsurance agreement between Fidelity & Guaranty Life and a Bermuda Class B Reinsurance company to
be organized by CF Corporation prior to the Closing (“Newco Re”), the extraordinary dividend to be used to capitalize
Newco Re, the sub-advisory agreement among Chinh E. Chu and William P. Foley, II (and/or one or more of their Affiliates) and an
Affiliate of the BTO Fund or any other transaction or agreement described in the foregoing), provided the foregoing shall not be
deemed to require the taking of an action that would cause CF Corporation or its Subsidiaries to violate applicable Law.


 


2.          Terms
of Equity Investments.


 


(a)          With
respect to the investment described in the two Equity Commitment Letters, dated as of May 24, 2017, delivered to CF Corporation
by the BTO Fund (the “BTO ECLs”), the BTO Fund shall receive Class A Shares of CF Corporation (“Class
A Shares”).  The BTO Fund shall receive one Class A Share in exchange for each $10.00 contributed pursuant to the
BTO ECLs.


 


(b)          The
investments described in the two Equity Commitment Letters, dated as May 24, 2017, delivered to CF Corporation by GSO (the “GSO
ECLs”), shall be made on the terms described in the term sheet attached to the Letter Agreement, dated as of May 24,
2017, between GSO and CF Corporation, regarding GSO’s investment in preferred shares (the “Preferred Shares”)
of CF Corporation (the “GSO Preferred Side Letter”). The warrants (the “Warrants”) described
in the fee letter, dated as of May 24, 2017, delivered to CF Corporation by GSO shall be issued on the terms described therein.


 




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(c)          The
investments described in clause 1(a)(x) of each of the two Equity Commitment Letters, dated as of May 24, 2017, delivered to CF
Corporation by FNF (the “FNF ECLs”), shall be allocated such that (i) $135,000,000 is invested in return for
Class A Shares, on the same terms described in Section 2(a) above, and (ii) $100,000,000, plus any amounts invested pursuant to
Section 2(e) below, is invested in return for Preferred Shares and Warrants on the same terms set forth in the term sheet attached
to the GSO Preferred Side Letter, mutatis mutandis based on the amount of FNF’s investment.


 


(d)          With
respect to the potential investment described in the two Equity Commitment Letters, dated as of May 24, 2017, delivered to CF Corporation
by both FNF and the BTO Fund (the “FPA Backstop ECLs”), (x) each of FNF and BTO shall receive one Class A Share
and one-third (1/3) of one detachable warrant (with such warrants having the same terms as the warrants to be issued under the
Forward Purchase Agreements) in exchange for each $10.00 it contributes pursuant to the FPA Backstop ECLs and (y) upon the closing
of the purchase described in clause (x), FNF and BTO shall together receive additional Class A Shares (the “Forfeited
Shares”) equal to the number of Class A Shares issuable upon conversion of the Class B Shares of CF Corporation that
have been or are required to be forfeited under Section 5(b)(i) of the Forward Purchase Agreements. FNF shall receive two-thirds
of the Forfeited Shares and BTO shall receive one-third of the Forfeited Shares.


 


(e)          In
the event that holders of Class A Shares redeem shares in connection with the Merger, the amounts invested by GSO and FNF pursuant
to clause 1(a)(y) of the respective GSO ECLs and FNF ECLs shall be allocated pro rata
based on the aggregate amounts committed by GSO and FNF, respectively, pursuant to clause 1(a)(y) of such GSO ECLs and FNF ECLs.


 


(f)          The
BTO Fund, GSO and FNF shall receive registration rights on customary terms with respect to the Class A Shares, Preferred Shares
and Warrants issued pursuant to this Section 2.


 


(g)          CF
Corporation will compensate GSO and FNF for adverse modifications to the proposed terms of the Preferred Shares set forth in the
GSO Preferred Side Letter with additional economics to the extent such modifications are made in order for CF Corporation to obtain
any regulatory approval required to complete the Merger.


 


(h)          For
the purposes of this Section 2 and Section 3, “GSO” includes both GSO and any fund that it manages.


 


3.          Rights
of First Offer. If any parties to Forward Purchase Agreements exercise their rights of first offer thereunder and are to
be issued any Preferred Shares (such aggregate amount the “ROFO Equity”): (i) CF Corporation will increase the
amount of Preferred Shares to be issued to FNF and GSO in an amount equal to the ROFO Equity, pro rata to FNF and GSO’s initial
allocations of Preferred Shares, up to an aggregate increase of 10% (the “Cap”) of the amount of Preferred Shares
that would otherwise have been issued to FNF and GSO, and (ii) any amount of ROFO Equity exceeding the Cap shall be applied to
reduce FNF and GSO’s initial allocation of Preferred Shares as mutually agreed between FNF and GSO.


 




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4.          Information
Letter Agreements. CF Corporation agrees to comply with all of its obligations under each of the Information Letter Agreements.
The BTO Fund agrees to comply with all of its obligations under the Blackstone Information Letter Agreement.


 


5.          Termination
Payments. If CF Corporation or any of its Subsidiaries receives any termination fee, expense reimbursement payment or any
other payment for any reason in connection with any termination of the Agreements (a “Termination Payment”),
CF Corporation shall pay or cause to be paid to each Investor a percentage of such Termination Payment equal to the quotient, expressed
as a percentage, of (i) the amount of Equity Financing committed by such Investor under the Equity Commitment Letter delivered
by such Investor in connection with the Merger Agreement, divided by (ii) the sum of (x) the aggregate amount of
Equity Financing committed under the Equity Commitment Letters delivered in connection with the Merger Agreement and (y)
the amount of funds in the Trust Account (net of redemptions) as of the date of such termination.


 


6.          Enforceability.
Subject to the first sentence of Section 10, this Letter Agreement may only be enforced by the parties hereto, and nothing set
forth in this Letter Agreement shall be construed to confer upon or give to any other Person, other than the parties hereto and
their respective successors and permitted assigns, any rights to enforce the undertakings set forth herein.


 


7.          No
Modification; Entire Agreement. This Letter Agreement may not be amended or otherwise modified without the prior written
consent of CF Corporation and the Investors. This Letter Agreement constitutes the sole agreement, and supersedes all prior agreements,
understandings and statements, written or oral, between CF Corporation or any of their Affiliates, on the one hand, and the Investors
or any of their Affiliates, on the other, with respect to the transactions contemplated hereby (other than the Agreements, the
other agreements expressly referred to herein or therein as being entered into in connection with the Agreements and the Investor
Agreement, dated as of May 24, 2017, by and among Chinh E. Chu, William P. Foley, II and the Investors, and the two letter agreements,
dated as of May 24, 2017, by and between GSO and CF Corporation).


 


8.          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.


 




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(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 8(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.


 


9.          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.


 




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10.         No
Third Party Beneficiaries. The parties hereby designate the Affiliates of each of the BTO Fund, GSO and FNF as third party
beneficiaries of this Letter Agreement having the right to enforce the terms of this Letter Agreement as if they were party hereto.
Except as set forth in the preceding sentence, the parties hereby agree that their respective representations, warranties and covenants
set forth herein are solely for the benefit of the other parties hereto and their 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.


 


11.         Confidentiality.
This Letter Agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent
of the parties hereto; provided, that no such written consent shall be required (a) for any disclosure of the existence
or terms of this agreement to the parties to the Agreements or their representatives or advisors with a need to know in connection
with the transactions contemplated by the Agreements, (b) to the extent required by applicable Law, the applicable rules of the
Securities and Exchange Commission or 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 Agreements or (c) to enforce
the rights and remedies under this Letter Agreement.


 


12.         Termination.
The obligation of the parties hereunder will terminate automatically and immediately as of the earlier to occur of (i) the later
to occur of the consummation of the Closing and the consummation of the SPA Closing and (ii) the later of the Closing and the termination
of the Share Purchase Agreement and (iii) the six-month anniversary of the termination of the Agreements in accordance with their
terms (unless any of the parties has made a claim under this Letter Agreement prior to such date, in which case the relevant date
shall be the date that such claim is finally satisfied or otherwise resolved).


 


13.         Indemnification.


 


(a)          Each
party hereto agrees to indemnify and hold harmless each other party and its Affiliates and each of their respective officers, directors,
partners, employees and agents, and each person who controls any such Person within the meaning of the Exchange Act and the regulations
thereunder, to the fullest extent lawful, from and against any and all actions, suits, claims, proceedings, costs, losses, liabilities,
damages and expenses (including reasonable attorneys’ fees and disbursements) arising out of or resulting from any breach
of this Letter Agreement by such party.


 


(b)          Without
limiting the rights under Section 14, the indemnity provided for in this Section 13 shall be the sole and exclusive monetary
remedy of the indemnified parties for any breach of any covenant or agreement contained in this Letter Agreement; provided
that nothing herein shall limit in any way any such party’s remedies in respect of fraud by any other party in connection
with the transactions contemplated hereby.


 




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14.         Specific
Performance. The parties hereto agree that irreparable damage would occur and that the parties hereto would not have any
adequate remedy at law in the event that any provision of this Letter Agreement were not performed in accordance with its specific
terms or were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such failure
to perform or breach.  It is accordingly agreed that, without posting a bond or other undertaking, the parties hereto shall
be entitled to injunctive or other equitable relief to prevent breaches of this Letter Agreement and to enforce specifically the
terms and provisions of this Letter Agreement in the Delaware Courts, this being in addition to any other remedy to which they
are entitled at law or in equity.  In the event that any such action is brought in equity to enforce the provisions of this
Letter Agreement, no party hereto will allege, and each party hereto hereby waives the defense or counterclaim, that there is an
adequate remedy at law.  The parties hereto further agree that (a) by seeking any remedy provided for in this Section 14,
a party hereto shall not in any respect waive its right to seek any other form of relief that may be available to such party hereto
under this Letter Agreement and (b) nothing contained in this Section 14 shall require any party hereto to institute any action
for (or limit such party’s right to institute any action for) specific performance under this Section 14 before exercising
any other right under this Letter Agreement. 


 


15.         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.


 


16.         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.


 


17.         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. Subject to the preceding sentence, this Letter 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 17 shall be
null and void.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	CF CORPORATION
	 	 
	 	By:	/s/ Douglas Newton
	 	 	Name:	Douglas Newton
	 	 	Title:	Chief Financial Officer


 


	Agreed to and accepted:
	 
	BLACKSTONE TACTICAL OPPORTUNITIES FUND II L.P.
	 	 	 	 
	By:	/s/ Menes O. Chee, Jr.	 
	 	Name:	Menes O. Chee, Jr.	 
	 	Title:	Senior Managing Director	 
	 	 	 	 
	GSO CAPITAL PARTNERS LP	 
	 	 	 	 
	By:	/s/ Marisa Beeney	 
	 	Name:	Marisa Beeney	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	FIDELITY NATIONAL FINANCIAL, INC.	 
	 	 	 	 
	By:	/s/ Michael L. Gravelle	 
	 	Name:	Michael L. Gravelle	 
	 	Title:	Executive Vice President, General Counsel and Corporate Secretary	 


 


Signature Page to A&R Investor Agreement (CF Corporation)