FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 19, 2020, between HC2 Holdings, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 20, 2018 providing for the issuance of 7.5% Convertible Senior Notes due 2022 (the “Notes”);
WHEREAS, Section 14.01 of the Indenture provides that under certain circumstances the Company may execute and deliver to the Trustee a supplemental indenture to amend the Indenture without the consent of the Holders;
WHEREAS, Section 14.01(11) of the Indenture provides that the Company may enter into a supplemental indenture for the purpose of conforming the provisions of the Indenture to the “Description of Notes” section in the Offering Memorandum (and the Trustee may conclusively rely on an Officer’s Certificate from the Company for such purpose); and
WHEREAS, pursuant to Section 14.03 of the Indenture, the Trustee has received an Officer’s Certificate and an Opinion of Counsel from the Company and is authorized to execute and deliver this Supplemental Indenture.
1922698.02A-NYCSR03A - MSW
4.NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7.THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
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2
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer
[Signature Page to First Supplemental Indenture]
U.S. Bank National Association
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
[Signature Page to First Supplemental Indenture]