Exhibit



Exhibit 10.2



FIRST AMENDMENT TO TERM LOAN AGREEMENT
This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2019 by and among BRIGHTHOUSE FINANCIAL, INC., a Delaware corporation (the “Company”), the undersigned BANKS and the Administrative Agent (as defined below).  Reference is made to that certain Term Loan Agreement, dated as of February 1, 2019 (the “Credit Agreement”), by and among the Company, the Banks from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Company has requested that the Administrative Agent and the undersigned Banks agree to amend the Credit Agreement in the manner set forth herein; 
WHEREAS, the undersigned Banks and the Administrative Agent are willing to amend the Credit Agreement, on the terms and subject to the conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Loan Document.  This Amendment shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents.
2.    Amendment to the Credit Agreement.  
(a)    Section 1.01 of the Credit Agreement is hereby amended by deleting the reference to “Revolver Effective Date” contained in the definition of “Adjusted Consolidated Net Worth” and substituting in lieu thereof the text: “August 4, 2017.”
(b)    Section 5.12 of the Credit Agreement is hereby amended by deleting the reference to “$150,000,000” contained therein and substituting in lieu thereof the text: “$250,000,000.”
3.    Conditions to Effectiveness of Amendment.  This Amendment shall become effective upon receipt by the Administrative Agent of a counterpart signature to this Amendment duly executed and delivered by the Company, the Administrative Agent and the Required Banks.  
4.    Expenses.  The Company agrees to pay promptly following written demand the reasonable and documented out-of-pocket expenses incurred by Administrative Agent (including the reasonable fees, charges and disbursements of one outside counsel) in connection with the negotiation, preparation, execution and delivery of this Amendment.
5.    No Implied Amendment or Waiver.  Except as expressly set forth in this Amendment, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Banks under the Credit Agreement or the other Credit Documents, or alter, modify, amend or in any way affect any of the terms, obligations 









or covenants contained in the Credit Agreement or the other Credit Documents, all of which shall continue in full force and effect.  Nothing in this Amendment shall be construed to imply any willingness on the part of the Banks to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Credit Documents.
6.    Counterparts; Governing Law.  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of such when so executed and delivered shall be an original, but all of such counterparts shall together constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


[Remainder of Page Intentionally Left Blank]












IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
COMPANY:


BRIGHTHOUSE FINANCIAL, INC.






By: /s/ Jin Chang    
Name: Jin Chang
Title:   Treasurer








Signature Page to First Amendment to Term Loan 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


Signature Page to First Amendment to Term Loan Agreement







Bank of America, N.A., as a Bank






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


Signature Page to First Amendment to Term Loan Agreement







BNP Paribas, as a Bank






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






By: /s/ Michael Albanese    
Name: Michael Albanese
Title:   Managing Director




Signature Page to First Amendment to Term Loan Agreement







HSBC Bank USA, National Association as a Bank






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


Signature Page to First Amendment to Term Loan Agreement







U.S. Bank National Association






By: /s/ Tenzin Subhar    
Name: Tenzin Subhar
Title:   Vice President


Signature Page to First Amendment to Term Loan Agreement







Citizens Bank, N.A., as a Bank






By: /s/Donald A. Wright    
Name: Donald A. Wright
Title:   SVP


Signature Page to First Amendment to Term Loan Agreement







Credit Agricole Corporate and Investment Bank, as a Bank






By: /s/ Gordon Yip    
Name: Gordon Yip
Title:   Director






By: /s/ Myra Martinez    
Name: Myra Martinez
Title:   Vice President


Signature Page to First Amendment to Term Loan Agreement







Fifth Third Bank, as a Bank






By: /s/ Christine Reyling    
Name: Christine Reyling
Title:   Senior Vice President


Signature Page to First Amendment to Term Loan Agreement







PNC Bank, National Association, as a Bank






By: /s/ Paul Gleason    
Name: Paul Gleason
Title:   Vice President


Signature Page to First Amendment to Term Loan Agreement









First National Bank of Pennsylvania, as a Bank






By: /s/ Kenneth M. Harris    
Name: Kenneth M. Harris
Title:   Senior Vice President


Signature Page to First Amendment to Term Loan Agreement







MUFG Bank, Ltd., as a Bank






By: /s/ Rajiv Ranjan    
Name: Rajiv Ranjan
Title:   Vice President


Signature Page to First Amendment to Term Loan Agreement







Wells Fargo Bank, National Association, as a 
Bank






By: /s/ Karen Hanke    
Name: Karen Hanke
Title:   Managing Director


Signature Page to First Amendment to Term Loan Agreement







Associated Bank, National Association, as a Bank






By: /s/ Liliana Huerta Correa    
Name: Liliana Huerta Correa
Title:   Senior Vice President


Signature Page to First Amendment to Term Loan Agreement







KEYBANK NATIONAL ASSOCIATION, as a Bank






By: /s/ James Cribbet    
Name: James Cribbet
Title:   SVP


Signature Page to First Amendment to Term Loan Agreement







Société Générale, as a Bank






By: /s/ Arun Bansal    
Name: Arun Bansal
Title:   Managing Director


Signature Page to First Amendment to Term Loan Agreement