First Amendment to Amended and Restated Coinsurance and Assumption Agreement, effective as of September 1, 2020, between Athene Life Insurance Company of New York and First Allmerica Financial Life Insurance Company

    This FIRST AMENDMENT TO AMENDED AND RESTATED COINSURANCE AND ASSUMPTION AGREEMENT (this “Amendment”), effective as of September 1, 2020 (the “Amendment Effective Date”), is made by and between ATHENE LIFE INSURANCE COMPANY OF NEW YORK, an insurance company organized under the laws of the State of New York (the “Company”), and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Massachusetts (the “Reinsurer”).

WHEREAS, the Company and the Reinsurer are parties to that certain Amended and Restated Coinsurance and Assumption Agreement, dated as of July 31, 2015 (the “Reinsurance Agreement”);

WHEREAS, the Company and the Reinsurer desire to amend the Reinsurance Agreement as provided herein; and

WHEREAS, pursuant to Section 15.13 of the Reinsurance Agreement, the Reinsurance Agreement may be amended by a written instrument duly executed by the proper officers of both parties to the Reinsurance Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the Company and the Reinsurer hereby agree as follows:

1.    Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Reinsurance Agreement.

2.    Amendment. On and after the Amendment Effective Date, the Reinsurance Agreement is hereby amended and modified as follows:

(b)    Section 2.13 of the Reinsurance Agreement is hereby amended and replaced in its entirety with “Reserved”; and

(c)    Annex G of the Reinsurance Agreement is hereby amended and replaced in its entirety with the form attached hereto as Exhibit A.

(a)    Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Reinsurance Agreement shall remain in full force and effect in accordance with their respective terms and are hereby ratified or confirmed. This Amendment shall not constitute an amendment or waiver of any provision of the Reinsurance Agreement except as expressly set forth herein. Upon the execution and delivery hereof, the Reinsurance Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Reinsurance Agreement, and this Amendment and the Reinsurance Agreement shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Reinsurance Agreement. As used in the Reinsurance Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the Amendment Effective Date, unless the context requires otherwise, the Reinsurance Agreement as amended by this Amendment.

(b)     Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an electronic copy of an executed counterpart of a signature page to this Amendment by email or facsimile shall be as effective as delivery of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the Amendment Effective Date.

Date:        August 27, 2020