FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of September 30, 2020, between PREMIER FINANCIAL CORP., an Ohio corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (Trustee).
RECITALS OF THE COMPANY
The Company and the Trustee will have executed and delivered the Indenture dated as of the date hereof (the Base Indenture and, as the same may from time to time be amended, supplemented or otherwise modified in accordance therewith, including by this Supplemental Indenture, the Indenture), to provide for the issuance from time to time by the Company of its unsecured subordinated indebtedness to be issued in one or more series as provided in the Indenture.
The Company desires to issue and sell on the date hereof Fifty Million Dollars ($50,000,000) aggregate principal amount of a new series of Securities of the Company designated as its 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 (the Notes), and such issuance and sale have been authorized by resolutions duly adopted by the Board of Directors of the Company and by the Pricing Committee of the Board of Directors of the Company.
The Company desires to establish the terms of the Notes.
The Company acknowledges that all things necessary to make this Supplemental Indenture a legal, binding and enforceable instrument, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the legal, binding and enforceable obligations of the Company in accordance with their terms and the terms of the Base Indenture, have been done.
The Company has complied with all conditions precedent provided for in the Base Indenture relating to this Supplemental Indenture.
The Company has requested that the Trustee execute and deliver this Supplemental Indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
Terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture. References in this Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this Supplemental Indenture unless otherwise specified. For purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as follows:
Base Indenture has the meaning provided in the recitals.