FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of [●], 2020, between FedNat Holding Company, a Florida corporation (the Company), and The Bank of New York Mellon, as trustee (the Trustee).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of March 5, 2019 (the Original Indenture and, together with this Supplemental Indenture, the Indenture), providing for the issuance by the Company from time to time of the Companys Senior Unsecured Notes due 2029;
WHEREAS, pursuant to the Original Indenture, the Company initially issued $100,000,000 aggregate principal amount of its Senior Unsecured Notes due 2029 (the Initial Notes);
WHEREAS, the Company wishes to exchange up to $100,000,000 aggregate principal amount of the Initial Notes for a like principal amount of unrestricted Senior Unsecured Notes due 2029 issued under the Indenture (the Exchange Notes);
WHEREAS, pursuant to Section 9.1 of the Indenture the Company may, without the consent of the Holders, enter into a supplemental indenture to cure any ambiguity, omission, defect or inconsistency in the Indenture, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act);
WHEREAS, the Company wishes to correct the Indenture to provide for the proper minimum denomination amounts for the Exchange Notes;
WHEREAS, the Company wishes to incorporate into the Indenture the mandatory provisions of the Trust Indenture Act that were provided for by law pursuant to Section 318 of the Trust Indenture Act;
WHEREAS, pursuant to Sections 2.6, 9.1 and 9.5 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; and
WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental Indenture to provide for the issuance of the Exchange Notes and to amend certain terms of the Indenture, and all acts and things necessary to make this Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as so defined.
2. Exchange Notes. The Exchange Notes issued pursuant to this Supplemental Indenture constitute exchange notes issued pursuant to Section 2.6 of the Indenture. The Exchange Notes shall have the same terms in all respects as the Initial Notes, except that the first interest payment date with respect to the Exchange Notes shall be March 15, 2020, the Exchange Notes shall accrue interest from most recent date on which interest on the Initial Notes was paid, the Exchange Notes shall have a different issue date, and the Exchange Notes shall be issued as Unrestricted Global Notes. Subject to the foregoing, the Exchange Notes shall be substantially in the form of Exhibit A to the Indenture.
3. Aggregate Principal Amount. The aggregate principal amount of the Exchange Notes that may be authenticated and delivered pursuant to this Supplemental Indenture shall be limited to $100,000,000.
4. Amendments to the Original Indenture. The Indenture is hereby amended as follows.