Exhibit 10.3


 


Execution
Version


 


AMENDMENT LETTER


TO


LENDERS PARTY
TO THE CREDIT AGREEMENT REFERENCED BELOW


 


May 11,
2022


 


Reference is made
to the 3-Year Delayed Draw Term Loan Agreement (as amended, the “Credit Agreement”) dated as of February 25,
2022 among Corebridge Financial, Inc. (f/k/a SAFG Retirement Services, Inc.) (the “Company”), the lenders
party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms used but not defined
herein shall have the meanings provided in the Credit Agreement.


 


Each Lender is hereby
requested by the Company to confirm its agreement of the following:


 


		1.	Such Lender hereby consents to the Company’s
                                            delivery to the Administrative Agent on or prior to May 20, 2022 of the documents required
                                            to be delivered pursuant to Section 5.01(b) with respect to the first fiscal quarter
                                            of the fiscal year 2022 and agrees that no Default shall be deemed to occur as a result of
                                            the failure of the Company to deliver such documents on or before the original deadline therefor
                                            provided that such documents are delivered on or prior to May 20, 2022.



 


		2.	The
                                            first paragraph of the preamble is amended and restated in its entirety to read:



 


3-YEAR DELAYED
DRAW TERM LOAN AGREEMENT, dated as of February 25, 2022 among COREBRIDGE FINANCIAL, INC. (f/k/a SAFG RETIREMENT SERVICES, INC.),
a Delaware corporation (the “Company”), as borrower, the LENDERS party hereto from time to time, and JPMORGAN CHASE
BANK, N.A., as Administrative Agent (this “Agreement”).


 


		3.	Section 1.01
                                            (Defined Terms) is amended by:



 


(a)            deleting
the words “(rounded upwards, if necessary, to the next 1/100 of 1.00%)” in the definition of “Adjusted Term SOFR Rate.”


 


(b)            adding
in the appropriate alphabetical position:


 


“AIG
Guarantee” means the guarantees by RemainCo of AIGLH’s obligations under the AIGLH Notes pursuant to any of (i) that
First Supplemental Indenture dated as of November 1, 2001, to the Indenture dated as of November 15, 1997, between AIGLH, as
successor to American General Corporation, as Issuer, RemainCo, as Guarantor, and Deutsche Bank Trust Company Americas, as successor
to Bankers Trust Company, as Trustee, (ii) that First Supplemental Indenture dated as of November 1, 2001, to the Indenture
dated as of December 1, 1996, between AIGLH, as successor to American General Corporation, as Issuer, RemainCo, as Guarantor, and
Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as Trustee, and (iii) that First Supplemental Indenture
dated as of November 1, 2001, to the Indenture dated as of May 15, 1995, between AIGLH, as successor to American General Corporation,
as Issuer, RemainCo, as Guarantor, and The Chase Manhattan Bank, as Trustee.


 






     


     


    

 


“AIGLH”
means AIG Life Holdings, Inc., a Texas corporation.


 


“AIGLH
Notes” means (A) the outstanding senior debt securities issued by AIGLH, consisting of (i) its 71⁄2% Notes due
2025 and (ii) its 65⁄8% Notes due 2029, and (B) the outstanding junior subordinated debt securities issued by AIGLH, consisting
of (i) its 81⁄2% Junior Subordinated Debentures due 2030, (ii) its 7.57% Junior Subordinated Deferrable Interest Debentures,
Series A and (iii) its 81⁄8% Junior Subordinated Deferrable Interest Debentures, Series B.


 


(c)            amending
and restating the following definition in its entirety to read:


 


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is
five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business
Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities
Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the CME Term SOFR Administrator on
the CME Term SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and
including the effective date of such change in SOFR without notice to the Company.


 


		4.	Section 4.02(a) is
                                            amended and restated in its entirety to read:



 


(i) with
respect to any Borrowing on or prior to the IPO Effective Date, the representations and warranties of the Company set forth in this Agreement
and the other Loan Documents or (ii) with respect to any Borrowing following the IPO Effective Date, the representations and warranties
of the Company set forth in this Agreement and the other Loan Documents, other than those representations and warranties contained in
Section 3.05(b) (but only as to clause (a) of the definition of “Material Adverse Effect”) and Section 3.06(a) and
(c) (but solely to the extent such matters affecting the truth and accuracy of such representation and warranty have been disclosed
to the Administrative Agent), in each case under clauses (i) and (ii) of this Section 4.02(a), shall be true and correct
in all material respects (or, in the case of any such representations and warranties qualified by materiality, in all respects) on and
as of the date of such Borrowing (or if any such representation or warranty is expressly stated to have been made as of a specified date,
as of such specified date);


 


		5.	Section 6.01(p) is
                                            amended and restated in its entirety to read:



 


Liens granted
by the Company and/or AIGLH to RemainCo in order to secure the reimbursement or contribution obligations of the Company and/or AIGLH,
whether collateralized or uncollateralized, to RemainCo in respect of the AIG Guarantee of AIGLH Notes so long as (i) such Liens
permitted under this clause (p) do not secure any obligations other than such reimbursement or contribution obligations of the Company
and/or AIGLH and (ii) such reimbursement or contribution obligations do not exceed the obligations (contingent or actual) under
such AIG Guarantee (as the same may decrease, but not increase (other than for interest and other amounts that may become due under such
AIG Guarantee and related documentation for the reimbursement or contribution obligations) for the purposes of this clause (p), from
time to time thereafter) in respect of the AIGLH Notes;


 






     


     


    

 


5.            Section 5.02
is amended by (i) deleting the “or” from the end of Section 5.02(b), (ii) replacing the “.” at
the end of 5.02(c) with “; or”, and (iii) adding a Section 5.02(d) as follows:


 


(d) 2
Business Days prior written notice of an anticipated IPO Effective Date.


 


The undersigned is
in agreement with the foregoing. Please signify your agreement with the foregoing by signing and returning a copy of this Amendment Letter
to Elizabeth Hamilton (via pdf email at ehamilton@cgsh.com) at your earliest convenience but not later than 3:00 p.m., New York City
time, on May 11, 2022.


 


Except
as expressly modified by this Amendment Letter, all terms, conditions, covenants, representations and warranties contained in the Credit
Agreement and the other Loan Documents, and all rights and remedies of the Lenders and the Administrative Agent and all of the obligations
of the Loan Parties, shall remain in full force and effect. From and after the effectiveness of this Amendment Letter, the term “Agreement”
(or words of similar import) in the Credit Agreement, and all references to the Credit Agreement in any related document, shall mean
the Credit Agreement as modified by this Amendment Letter. This Amendment Letter shall constitute a “Loan Document” for purposes
of the Credit Agreement and the other Loan Documents. The Company hereby represents and warrants to the Lenders and the Administrative
Agent that (i) the representations and warranties of the Company and each Subsidiary Borrower (if any) set forth in the Credit Agreement
and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representations and warranties
qualified as to materiality, in all respects) on the date hereof as if made on and as of the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specified date, as of such specified date) and as if each reference to “this
Agreement” included reference to this Agreement Letter (it being agreed that it shall be deemed to be an Event of Default under
the Credit Agreement if any of the foregoing representations and warranties shall prove to have been false in any material respect when
made) and (ii) at the time of and immediately after giving effect to this Amendment Letter, no Default has occurred and or is continuing.


 






     


     


    

 


This Amendment Letter
may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall
constitute one agreement. Delivery of an executed signature page of this Amendment Letter by electronic transmission shall be effective
as delivery of a manually executed counterpart hereof. This Amendment Letter may be in the form of an Electronic Record (as defined herein)
and may be executed using Electronic Signatures (as defined herein) (including, without limitation, facsimile and .pdf) and shall be
considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed
paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication
converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary,
the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed
to by it pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the
Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic
Signature purportedly given by or on behalf of the parties hereto without further verification and (b) upon the request of the Administrative
Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. “Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may
be amended from time to time.


 


This Amendment Letter
shall be construed in accordance with and governed by the law of the State of New York.


 


Please
direct any questions of a legal nature to Elizabeth Hamilton at Cleary Gottlieb Steen & Hamilton (ehamilton@cgsh.com, 212-225-2145).
Questions of a business nature should be directed to Sid Lahiri (sid.lahiri@jpmorgan.com) of JPMorgan Chase Bank, N.A.


 


[Signature pages follow]


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Administrative
    Agent
	 	 
	 	By:	/s/
    James S. Mintzer
	 	Name: James S. Mintzer
	 	Title: Executive Director




 


[Signature page to
Amendment Letter]


 






     


     


    

 


	 	COREBRIDGE FINANCIAL, INC.
	 	 
	 	By:	/s/
    Justin Caulfield     
	 	Name: Justin Caulfield
	 	Title: Vice President and Treasurer




 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO AGREED:	 
	 	 
	JPMORGAN CHASE BANK,
N.A.	 
	 	 
	By: 	/s/
James S. Mintzer	 
	Name: James S. Mintzer          	 
	Title: Executive Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO AGREED:	 
	 	 
	BANK OF AMERICA, N.A.	 
	 	 
	By: 	/s/
Chris Choi	 
	Name: Chris Choi          	 
	Title: Managing Director	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO AGREED:	 
	 	 
	CITIBANK, N.A.	 
	 	 
	By:	/s/
Maureen P. Maroney	 
	Name: Maureen P. Maroney          	 
	Title: Vice President	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO AGREED:	 
	 	 
	MORGAN STANLEY BANK,
N.A.	 
	 	 
	By: 	/s/
Mrinalini MacDonough	 
	Name: Mrinalini MacDonough          	 
	Title: Authorized Signatory	 



 


[Signature
page to Amendment Letter]


 






     


     


    

 


	SO AGREED:	 
	 	 
	GOLDMAN SACHS BANK
USA	 
	 	 
	By: 	/s/
Thomas M. Manning	 
	Name: Thomas M. Manning          	 
	Title: Authorized Signatory	 





 


[Signature
page to Amendment Letter]