Exhibit M
September 4, 2018
FGL Holdings
1701 Village Center Circle
Las Vegas, Nevada 89134
Attention: Secretary
Re:Quarterly Dividend Payment
The undersigned (the “GSO Parties”) holders of a majority of the Series A Cumulative Convertible Preferred Shares of FGL Holdings, a Cayman Islands exempted company (the “Company”), hereby consent to the commencement and future payment of a regular quarterly dividend payment of $0.01 per share on the Company’s Ordinary Shares (the “Dividend”);provided,however, that the aggregate dividend payment on the Company’s Ordinary Shares shall not exceed $12,000,000 in any period of twelve consecutive months;provided,further, that upon a Change of Control (as defined in the Certificate of Designations of Series A Cumulative Convertible Preferred Shares of the Company), this consent to the payment of the Dividend, and any other dividend, shall immediately and automatically be revoked. Nothing contained herein shall be deemed to constitute a consent with respect to any other transaction other than the Dividend.
* * *
Sincerely,
GSO COF IIIAIV-5 LP | ||
By: GSO Capital Opportunities Associates III LLC, its general partner | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
GSO COF IIICo-InvestmentAIV-5 LP | ||
By: GSO COF IIICo-Investment Associates LLC, its general partner | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
GSOCO-INVESTMENT FUND-D LP | ||
By: GSOCo-Investment Fund-D Associates LLC, its general partner | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
GSO CREDIT ALPHA FUND LP | ||
By: GSO Credit Alpha Associates LLC, its general partner | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
[Signature Page to Quarterly Dividend Payment Consent]
GSO AIGUILLE DES GRANDS MONTETS FUND II LP | ||
By: GSO Capital Partners LP, its attorney-in-fact | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
GSO CHURCHILL PARTNERS LP | ||
By: GSO Churchill Partners LLC, its general partner | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
GSOCREDIT-A PARTNERS LP | ||
By: GSO Capital Partners LP, its investment manager | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
GSO HARRINGTON CREDIT ALPHA FUND (CAYMAN) L.P. | ||
By: GSO Harrington Credit Alpha Associates L.L.C., its general partner | ||
By: | /s/ Marisa J. Beeney | |
Name: Marisa J. Beeney | ||
Title: Authorized Signatory |
[Signature Page to Quarterly Dividend Payment Consent]