SECOND SUPPLEMENTAL INDENTURE, dated as of November 19, 2021 (this Supplemental Indenture), between Primerica, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 1 Primerica Parkway, Duluth, Georgia 30099 (the Company), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, a national banking association, organized and in good standing under the laws of the United States, as trustee (the Trustee, which term includes any successor trustee under the Indenture).
WHEREAS, the Company executed and delivered the indenture, dated as of July 16, 2012 (the Base Indenture, and as hereby supplemented, the Indenture), between the Company and the Trustee, to provide for the issuance of the Companys debt securities to be issued in one or more series;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a new series of its notes under the Base Indenture to be known as its 2.800% Senior Notes due 2031 (the Notes), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture;
WHEREAS, the Board of Directors and the Debt Pricing Committee of the Company established by the Board of Directors, pursuant to resolutions duly adopted by written consent on November 12, 2021 and November 16, 2021, respectively, have duly authorized the issuance of the Notes, and have authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;
WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of Section 14.01(p) of the Base Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows: