SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 15th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance
This SECOND SUPPLEMENTAL INDENTURE, dated as of [____], 2023 (this “Second Supplemental Indenture”), between Conifer Holdings, Inc., a Michigan corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”), supplementing the Indenture, dated as of September 24, 2018 (the “Original Indenture”), between the Company and the Trustee.
Dealer Manager AgreementDealer Manager Agreement • June 15th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
Conifer Holdings Inc., a Michigan corporation (the “Company”), proposes to offer to exchange (the “Exchange Offer”) 9.75% Senior Unsecured Notes due 2028 (the “New Notes”) of the Company in exchange for any and all of its outstanding 6.75% Senior Unsecured Notes due 2023 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer Materials. The New Notes issued in the Exchange Offer are to be issued pursuant to an indenture, as amended, supplemented or modified from time to time, (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Company has caused the Exchange Offer Materials to be prepared and furnished to you for use in connection with the Exchange Offer.
Placement Agent AgreementPlacement Agent Agreement • June 15th, 2023 • Conifer Holdings, Inc. • Fire, marine & casualty insurance • New York
Conifer Holdings Inc., a Michigan corporation (the “Company”), proposes to offer up to a maximum aggregated principal amount of its 9.75% Senior Unsecured Notes due 2028 (the “New Notes”) in a “reasonable best efforts” public offering (the “New Money Offering”). The New Notes issued in the New Money Offering are to be issued pursuant to an indenture, as amended, supplemented or modified from time to time, (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The sale and issuance of the New Notes pursuant to the New Money Offering is expected to close on the same date (the “Closing Date”) as the completion of the proposed exchange offer by the Company (the “Exchange Offer”) of New Notes for any and all of its outstanding 6.75% Senior Unsecured Notes due 2023. The Company has caused the Offering Materials to be prepared and furnished to you for use in connection with the New Money Offering.
