Exhibit 1.1
$500,000,000
AMERICAN NATIONAL GROUP INC.
7.000% Fixed-Rate Reset Junior Subordinated Notes
Due 2055
UNDERWRITING AGREEMENT
August 19, 2025
Wells Fargo Securities, LLC
HSBC Securities (USA) Inc.
TD Securities (USA) LLC
As Representatives of the
Underwriters
c/o Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
and
c/o HSBC Securities (USA) Inc.
66 Hudson Boulevard
New York, New York 10001
and
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
Ladies and Gentlemen:
American National Group Inc.,
a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell
to Wells Fargo Securities, LLC (“Wells Fargo”) and the other several underwriters named in Schedule I (collectively,
the “Underwriters”) to this agreement (this “Agreement”), acting severally and not jointly, the
respective principal amounts set forth in such Schedule I hereto of $500,000,000 aggregate principal amount of the Company’s
7.000% Fixed-Rate Reset Junior Subordinated Notes due 2055 (the “Securities”). Wells Fargo, HSBC Securities (USA) Inc.
and TD Securities (USA) LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”)
in connection with the offering and sale of the Securities.
The Securities will be issued
pursuant to an indenture, dated as of October 2, 2024 (the “Base Indenture”), between the Company and Wilmington
Trust, National Association, as trustee (in such capacity, the “Trustee”), as amended by the Third Supplemental Indenture,
to be dated as of the Closing Date (as defined below) (the “Third Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”), between the Company and the Trustee. The Securities will be issued only in book entry
form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).
The Company hereby confirms
its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:
1. Registration
Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities
Act”), a registration statement on Form S-3 (File No. 333-281155), including a related base prospectus, relating to
certain securities, including the Securities. Such registration statement, as amended at the time it became effective, including the information,
if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time
of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”;
and as used herein, the term “Base Prospectus” means the base prospectus included in the Registration Statement (and
any amendments thereto) at the time of effectiveness, the term “Preliminary Prospectus” means any preliminary prospectus
relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the Base Prospectus
and any preliminary prospectus supplement thereto relating to the Securities that is used prior to the filing of the Prospectus, and the
term “Prospectus” means the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under
the Securities Act, including the Base Prospectus and any final prospectus supplement thereto relating to the Securities. Any reference
in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date
of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,”
“amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be
incorporated by reference therein.
At or prior to 4:10 p.m. (New
York time) on August 19, 2025, the time when sales of the Securities were first made (the “Time of Sale”), the
Company had prepared the following information (collectively, the “General Disclosure Package”): a Preliminary Prospectus
dated August 19, 2025, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities
Act) listed and attached as Schedule II hereto, including a pricing term sheet, dated August 19, 2025 (the “Term
Sheet”), describing the terms of the Securities, each for use by such Underwriter in connection with its solicitation of offers
to purchase the Securities.
For the purposes of this Agreement,
the term “Transactions” means, collectively, (i) the issuance and sale of the Securities, (ii) the application
of all or substantially all of the net proceeds from the offering of the Securities to redeem in full the Company’s Series B
Preferred Stock (as defined in the General Disclosure Package) and the related depositary shares in accordance with the terms thereof
and, to the extent any proceeds remain, for general corporate purposes, as set forth in the General Disclosure Package and the Prospectus
and (iii) the payment of all fees and expenses related to the foregoing. This Agreement, the Indenture and the Securities are referred
to herein as the “Transaction Documents.”
2. Purchase,
Sale and Delivery.
(a) Purchase
of Securities. The Company agrees to issue and sell to the Underwriters and on the basis of the representations, warranties and agreements
of the Company contained herein and subject to all of the terms and conditions of this Agreement, each of the Underwriters, severally
and not jointly, agrees to purchase from the Company the aggregate principal amount of Securities set forth opposite such Underwriter’s
name on Schedule I, at a purchase price of 99.000% of the principal amount thereof plus accrued interest, if any, from August 22,
2025, to, but excluding, the Closing Date, payable on the Closing Date.
(b) Offering
of Securities. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the
effectiveness of this Agreement, as in the judgment of the Representatives is advisable, and initially to offer the Securities on the
terms set forth in the General Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities
to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through
any Underwriter.
(c) Closing.
Payment for the Securities shall be made by wire transfer in federal (same day) funds to the account(s) specified by the Company
to the Representatives against delivery to the nominee of the Depositary, for the account of the Underwriters, of one global note representing
the Securities (the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly
paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 p.m., New York City
time, on the business day prior to the Closing Date. The time and date of such delivery and payment (the “Closing Date”)
shall be at or around 10:00 a.m., New York City time, on August 22, 2025 or such other time and date as the Underwriters and the
Company may agree in writing.
3. Representations
and Warranties of the Company. The Company hereby represents and warrants to each Underwriter that, as of the date hereof and as of
the Closing Date:
(a) Registration
Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness
of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the
Securities Act against the Company or related to the offering of the Securities has been, to the knowledge of the Company, initiated or
threatened by the Commission; as of each applicable effective date of the Registration Statement and any amendment thereto, the Registration
Statement complied in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus
will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation
or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification
(Form T-1) of the Trustee under the Trust Indenture Act or (ii) Underwriter Information (as defined below).
(b) Preliminary
Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and the Preliminary
Prospectus included in the General Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities
Act and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation
or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, General
Disclosure Package or Prospectus, it being understood and agreed by the Company that the only such information furnished by the Underwriters
consists of the following information set forth or to be set forth in the Preliminary Prospectus and the Prospectus: the names of the
Underwriters appearing on the front and back cover and set forth in the table of underwriters under the first paragraph under the caption
“Underwriting (Conflicts of Interest)”; the fifth paragraph under the caption “Underwriting (Conflicts of Interest)”;
the first paragraph under the caption “Underwriting (Conflicts of Interest) – New Issue of Notes”; and the first and
second paragraphs under the caption “Underwriting (Conflicts of Interest) – Price Stabilization and Short Positions”
(such information, collectively, “Underwriter Information”).
(c) The
General Disclosure Package. The General Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that the Company makes no representation or warranty with respect to Underwriter Information.
(d) Issuer
Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such)
has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any
“written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation
of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication
referred to in clauses (i), (ii), (iii) and (iv) below), an “Issuer Free Writing Prospectus”) other than
(i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under
the Securities Act, (ii) the Registration Statement, (iii) the Preliminary Prospectus, (iv) the Prospectus, (v) the
documents listed in Schedule II hereto, including the Term Sheet, which constitute part of the General Disclosure Package and (vi) any
electronic road show or other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing
Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433)
filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus
included in the General Disclosure Package, such Issuer Free Writing Prospectus, at the Time of Sale, did not, and at the Closing Date
will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation
or warranty with respect to Underwriter Information.
(e) Incorporated
Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the General Disclosure
Package, when they were filed with the Commission, complied in all material respects with the requirements of the Exchange Act; and any
further documents so filed prior to the Closing Date and incorporated by reference in the Registration Statement, the Prospectus or the
General Disclosure Package, when such documents become effective or are filed with the Commission, as the case may be, will comply in
all material respects with the requirements of the Securities Act or the Exchange Act, as applicable.
(f) Due
Incorporation; Subsidiaries.
(i) The
Company has been duly incorporated and is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation
and has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased
by it and to conduct its business as described in each of the Registration Statement, the General Disclosure Package and the Prospectus.
The Company is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing in all jurisdictions
in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification
necessary, except where the failure to be so qualified, in good standing or have such power or authority would not (A) individually
or in the aggregate, have a material adverse effect on the earnings, business, properties, assets, operations or condition (financial
or otherwise) of the Company and its subsidiaries, taken as a whole or (B) prevent the consummation of the Transactions or the performance
by the Company of its obligations hereunder (the occurrence of any such effect or any such prevention described in the foregoing clauses
(A) and (B) being referred to as a “Material Adverse Effect”).
(ii) Each
subsidiary of the Company has been duly incorporated or organized, as the case may be, and is a corporation, limited liability company
or limited partnership, as applicable, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization,
as applicable and has full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or
leased by it and to conduct its business as conducted as described in each of the Registration Statement, the General Disclosure Package
and the Prospectus, and is duly qualified to transact business and is in good standing as a foreign corporation, limited liability company
or other entity, as the case may be in each jurisdiction in which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so qualified or be in good standing or have such power or authority
would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued share capital or other equity interests
(to the extent owned directly or indirectly by the Company) of each subsidiary of the Company have been duly authorized and validly issued,
are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, charges, encumbrances, equities,
security interests, restrictions on voting or transfer or any other claims, except for such liens, charges, encumbrances, equities, security
interests, restrictions or claims as would not have a Material Adverse Effect.
(g) Capitalization.
The capitalization of the Company, as of the date set forth in each of the General Disclosure Package and the Prospectus and on an as
adjusted basis after giving effect to the issuance and sale of the Securities pursuant to this Agreement and use of proceeds therefrom
as described in each of the General Disclosure Package and the Prospectus, is as set forth in each of the General Disclosure Package and
the Prospectus under the caption “Consolidated Capitalization of the Company.” All of the outstanding shares of common stock
of the Company (the “Common Stock”) and any other outstanding capital stock of the Company have been duly authorized
and validly issued in compliance with federal and state securities laws, are fully paid and non-assessable, and have not been issued in
violation of any preemptive, first refusal, or similar right.
(h) Financial
Statements. The financial statements (including the related notes thereto) and schedules thereto included or incorporated by reference
in each of the Registration Statement, the General Disclosure Package and the Prospectus comply in all material respects with the applicable
requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial condition
of the Company and its consolidated subsidiaries as of the respective dates thereof and their results of operations and cash flows for
the respective periods covered thereby, except as otherwise stated in the Registration Statement, the General Disclosure Package and the
Prospectus, all in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on
a consistent basis throughout the periods involved. The pro forma financial information and the related notes thereto included or incorporated
by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in all material
respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions
underlying such pro forma financial information are, in the reasonable judgment of the Company’s management and subject to the qualifications
therein, reasonable and are set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and
the General Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with
the Commission’s rules and guidelines applicable thereto.
(i) Independent
Accountants.
(i) Deloitte &
Touche LLP (“Deloitte”), who has certified certain financial statements (including the related notes thereto) and supporting
schedules of American National Group, LLC and its subsidiaries and certain financial statements (including the related notes thereto)
and supporting schedules of the Company and its subsidiaries, in each case, included or incorporated by reference in each of the Registration
Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities
Act and the Exchange Act and the applicable rules and regulations adopted by the Commission and by the rules and regulations
of the Public Company Accounting Oversight Board.
(ii) Ernst &
Young LLP (together with Deloitte, the “Accountants”), who has certified certain financial statements (including the
related notes thereto) and supporting schedules of the Company (formerly known as American Equity Investment Life Holding Company) and
its subsidiaries included or incorporated by reference in each of the Registration Statement, the General Disclosure Package and the Prospectus,
is an independent registered public accounting firm as required by the Securities Act and the Exchange Act and the applicable rules and
regulations adopted by the Commission and by the rules and regulations of the American Institute of Certified Public Accountants.
(j) No
Material Adverse Change. Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus,
and except as set forth in the General Disclosure Package and the Prospectus (excluding any amendment thereto), (i) there has not
been any material adverse change, or any development that would be expected to result in a material adverse change, in the business, properties,
assets, management, business or prospects, condition (financial or otherwise), results of operations or capitalization of the Company
and its subsidiaries, taken as a whole, arising for any reason whatsoever (a “Material Adverse Change”) and (ii) neither
the Company nor any subsidiary of the Company has incurred, nor will the Company or any subsidiary of the Company incur, any material
liabilities or obligations, direct or contingent, nor has the Company or any subsidiary of the Company entered into, nor will the Company
or any subsidiary of the Company enter into, any material transactions not in the ordinary course of business, otherwise than as set forth
or contemplated in this Agreement or the General Disclosure Package and the Prospectus and the transactions referred to herein and therein.
(k) Due
Authorization; Underwriting Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement and the other Transaction Documents, and to consummate the transactions contemplated hereby and thereby.
This Agreement has been duly authorized, executed and delivered by the Company.
(l) Authorization
of the Securities. The Securities to be purchased by the Underwriters from the Company will on the Closing Date be in the form contemplated
by the Indenture, have been duly authorized for issuance and sale and, at the Closing Date, will have been duly executed by the Company
and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor in accordance
with this Agreement, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance
with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable principles (the “Enforceability Exceptions”),
and will be entitled to the benefits of the Indenture.
(m) Authorization
of the Indenture. The Base Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed
and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as may be limited by the Enforceability Exceptions. The Third Supplemental Indenture has been duly authorized
by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and, when duly executed and delivered
in accordance with its terms by each of the other parties thereto, will constitute a valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as may be limited by the Enforceability Exceptions; and on the Closing
Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act.
(n) Description
of the Transaction Documents. The Transaction Documents will conform in all material respects to the respective statements relating
thereto contained in each of the Registration Statement, the General Disclosure Package and the Prospectus.
(o) Investment
Company. The Company is not, and, after giving effect to the issuance and sale of the Securities and the use of the proceeds therefrom
as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, will not be, an “investment
company,” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act,” which term,
as used herein, includes the rules and regulations of the Commission promulgated thereunder).
(p) Litigation.
Except as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus, there are no actions, suits
or proceedings pending, or to the Company’s knowledge, threatened against or affecting, (i) the Company or any of its subsidiaries,
(ii) any of its officers in their capacity as such or (iii) any property or assets owned or leased by the Company or its subsidiaries,
in each case, before or by any federal or state court, commission, regulatory body, including the Financial Industry Regulatory Authority, Inc.
(“FINRA”) and The New York Stock Exchange (the “NYSE”), administrative agency or other governmental
body, domestic or foreign, wherein an unfavorable ruling, decision or finding could reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect. The Company has not received any notice of proceedings relating to the revocation or modification of
any authorization, approval, order, license, certificate, franchise or permit. There are no pending investigations known to the Company
or any of its subsidiaries involving the Company or its subsidiaries by any governmental agency having jurisdiction over the Company or
its subsidiaries or their respective business or operations that could reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect.
(q) Compliance
with Laws and Regulations and Performance of Obligations and Contracts. Each of the Company and its subsidiaries at all times has
complied in all material respects with all laws, regulations, orders, judgments, writs or decrees applicable to it or its business, except
as would not have a Material Adverse Effect. None of the Company or any of its subsidiaries is in default or, with the giving of notice
or lapse of time, would be in default under any indenture, mortgage, deed of trust, voting trust agreement, loan or credit agreement,
note, bond, debenture, contract, lease or other agreement or instrument (individually, a “Contract” and collectively,
“Contracts”) to which it is a party or by which its property or assets is bound or subject, except for such defaults
as would not, individually or in the aggregate, result in a Material Adverse Effect. Except as described in each of the Registration Statement,
the General Disclosure Package and the Prospectus, to the knowledge of the Company, no other party under any Contract is in default in
any respect thereunder or has given written or oral notice to the Company or any subsidiary or any of their respective officers or directors
of such other party’s intention to terminate, cancel or refuse to renew any Contract. The Company and its subsidiaries are not now,
and at the Closing Date will not be, in violation of any provision of their certificates of incorporation or by-laws, or other organizational
documents, as applicable. The disclosures included in each of the Registration Statement, the General Disclosure Package and the Prospectus
concerning the effects of federal, state, local and foreign laws, rules and regulations on the business of the Company and its subsidiaries
as currently conducted and as proposed to be conducted are correct in all material respects.
(r) No
Consent Needed. No consent, approval, authorization, license, registration, qualification or order of, or any filing or declaration
with, any court or arbitrator or governmental or regulatory authority, agency or body is required in connection with the authorization,
issuance, transfer, sale or delivery of the Securities by the Company, in connection with the execution, delivery and performance of the
Transaction Documents by the Company or the consummation by the Company of the transactions contemplated by the Transaction Documents,
except for registration of the Securities under the Securities Act and qualification of the Indenture under the Trust Indenture Act, and
except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue
sky laws or similar laws of a foreign jurisdiction or the by-laws and rules of FINRA in connection with the Transactions.
(s) No
Conflicts. The execution and delivery by the Company of this Agreement and the performance of this Agreement by the Company, the consummation
by the Company of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Securities
to be sold by the Company in the manner set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus
under the caption “Use of Proceeds” do not and will not (i) violate the certificate of incorporation or by-laws, or other
organizational document, as applicable, of the Company or any of its “significant subsidiaries” as defined by Rule 1-02
of Regulation S-X (“Significant Subsidiaries”), (ii) result in the creation or imposition of any lien, charge
or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms or provisions of any
Contract to which the Company or any of its subsidiaries is a party, (iii) result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in
the acceleration of any obligation under any Contract to which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries or any of their respective properties is bound or affected, or (iv) violate or conflict with any judgment,
ruling, decree, order, law, statute, rule or regulation of any court or other governmental agency or body applicable to the Company
or any of its subsidiaries, except, in the case of clauses (ii), (iii) or (iv), for such liens, charges, encumbrances, equities,
securities interests, restrictions, breaches or violations as would not, individually or in the aggregate, result in a Material Adverse
Effect.
(t) Title
to Real and Personal Property. The Company and its subsidiaries have good and marketable title to all properties and assets described
in each of the Registration Statement, the General Disclosure Package and the Prospectus as being owned respectively by them, free and
clear of all liens, charges, encumbrances or restrictions, except as set forth in each of the Registration Statement, the General Disclosure
Package and the Prospectus, or are not, individually or in the aggregate, material to the business of the Company. The Company and its
subsidiaries have valid, subsisting and enforceable leases for the properties described in each of the Registration Statement, the General
Disclosure Package and the Prospectus as leased by them, with such exceptions as are not, individually or in the aggregate, material and
do not materially interfere with the use made and proposed to be made of such properties by the Company or its subsidiaries, as applicable.
(u) No
Untrue Statement; Statistical and Market Data. No statement, representation, warranty or covenant made by the Company in any certificate
or document required by this Agreement to be delivered to the Underwriters will be, when made, inaccurate, untrue or incorrect. All other
financial, statistical and market and industry data and forward-looking statements (within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act) contained in each of the Registration Statement, the General Disclosure Package and the
Prospectus are fairly and accurately presented, are based on or derived from sources that the Company believes to be reliable and accurate
and are presented on a reasonable basis.
(v) No
Price Stabilization or Manipulation. Neither the Company nor any of its directors, officers or controlling persons has taken, directly
or indirectly, any action intended to cause or result in, or which might reasonably be expected to cause or result in, or which has constituted,
stabilization or manipulation, under the Securities Act or otherwise, of the price of any security of the Company to facilitate the sale
or resale of the Securities.
(w) Labor
Matters. Except as otherwise disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus or
as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) there is (A) no unfair labor practice
complaint pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries before the
National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending,
or to the best of the Company’s knowledge, threatened, against the Company or any of its subsidiaries, (B) no strike, labor
dispute, slowdown or stoppage pending or, to the best of the Company’s knowledge, threatened against the Company or any of
its subsidiaries and (C) no union representation question existing with respect to the employees of the Company or any of its subsidiaries
and, to the best of the Company’s knowledge, no union organizing activities taking place and (ii) there has been no violation
of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour
laws.
(x) No
Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or its subsidiaries,
nor, to the knowledge of the Company, any agent or representative of the Company or its subsidiaries, affiliate or other person associated
with or acting on behalf of the Company or its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise
or authorization of any direct or indirect unlawful payment of corporate funds or benefit to any foreign or domestic government or regulatory
official or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization,
or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate
for political office; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended,
the United Kingdom Bribery Act 2010, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions, or committed an offense under any other applicable anti-bribery or
anti-corruption laws; or (iv) made, offered, agreed, authorized, requested or taken an act in furtherance of any unlawful bribe or
other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment
or benefit. The Company and its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce policies
and procedures designed to promote and ensure compliance with all applicable anti-bribery and anticorruption laws.
(y) Compliance
with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering
statutes of all jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or its subsidiaries with respect to the Anti-Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.
(z) No
Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor any director or officer of the Company or any
of its subsidiaries, nor, to the knowledge of the Company, any agent, employee or representative of the Company or any of its subsidiaries,
affiliate or other person associated with or acting on behalf of the Company or its subsidiaries is, or is owned or controlled by a person
that is, currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation,
the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including, without limitation,
the designation as a “specially designated national” or “blocked person”), the United Nations Security Council,
the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target
of comprehensive Sanctions (each, a “Sanctioned Country”); the Company, its subsidiaries and their respective directors
or officers and, to the knowledge of the Company or its subsidiaries, any agent, employee, affiliate and other person associated with
or acting on behalf of the Company or any of its subsidiaries, are in compliance with applicable Sanctions; and the Company will not directly
or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any
person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any
activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including
any person participating in the transaction, whether as Underwriter, advisor, investor or otherwise) of Sanctions. Since April 24,
2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings
or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with
any Sanctioned Country.
(aa) Taxes.
The Company and its subsidiaries (to the extent not included in the consolidated tax returns of the Company in the ordinary course of
business) have filed all required federal, state and foreign income and franchise tax returns, except in any case in which the failure
so to file would not, individually or in the aggregate, have a Material Adverse Effect and have paid all taxes required to be paid by
any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any such
assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect. The Company
and its subsidiaries have made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 3(h) hereof
in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and
its subsidiaries have not been finally determined.
(bb) Insurance.
Each of the Company and its subsidiaries carries, or is covered by, insurance by recognized, financially sound and reputable institutions
with policies in such amounts and with such deductibles covering such risks as the Company and each of its subsidiaries believes are adequate
for the conduct of its business and the value of its properties and is customary for companies engaged in similar industries, and any
such policies of insurance and fidelity or surety bonds insuring any of the Company, its subsidiaries or their respective businesses,
assets, employees, officers and directors is in full force and effect. Each of the Company and its subsidiaries has no reason to believe
that it will not be able to (i) renew its existing insurance coverage as and when such policies expire or (ii) obtain comparable
coverage from similar institutions as may be necessary or appropriate to conduct its business as currently conducted or proposed to be
conducted and at a cost that would not, individually or in the aggregate, result in a Material Adverse Effect. Neither the Company nor
any of its subsidiaries has been denied any insurance coverage that it has sought or for which it has applied.
(cc) Defined
Benefit Plans. For each plan maintained or contributed to by the Company or any of its subsidiaries that is subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”; each such plan, an “ERISA Plan”) that
is subject to the funding rules of Section 412 of the Internal Revenue Code of 1986, as amended (the “Code”)
or Section 302 of ERISA, no ERISA Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum
funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such ERISA Plan; no
ERISA Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA),
and no ERISA Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered
status” or “critical status” (within the meaning of Section 305 of ERISA); the fair market value of the assets
of each ERISA Plan exceeds the present value of all benefits accrued under such ERISA Plan (determined based on those assumptions used
to fund such ERISA Plan); no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations
promulgated thereunder) has occurred or is reasonably expected to occur. No ERISA Plan (or any trust created thereunder) has engaged in
a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code that could subject
the Company or any of its subsidiaries to any material tax penalty on prohibited transactions and that has not adequately been corrected.
Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA
as they relate to such ERISA Plan, except for any noncompliance that would not result in the imposition of a material tax or monetary
penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of
the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the
attendant trust are qualified thereunder or (ii) the remedial amendment period under Section 401(b) of the Code with respect
to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA
Plan prior to the end of such remedial amendment period. The Company and each of its subsidiaries has never completely or partially withdrawn
from a “multiemployer plan,” as defined in Section 3(37) of ERISA.
(dd) Intellectual
Property. Except as would not result in a Material Adverse Effect, (i) the Company and its subsidiaries own or have the right
to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations,
domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary
or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual
Property”) used in the conduct of their respective businesses; (ii) the Company and its subsidiaries’ conduct of
their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the
Company and its subsidiaries have not received any written notice of any claim relating to Intellectual Property; and (iv) to the
knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise
violated by any person.
(ee) Environmental
Matters. The Company (i) is in compliance with any and all applicable federal, state, local and non-U.S. laws and regulations
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, “Environmental Laws”), (ii) has received all permits, licenses or other approvals required of it
under applicable Environmental Laws to conduct its businesses and (iii) is in compliance with all terms and conditions of any such
permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or
other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the
aggregate, have a Material Adverse Effect.
(ff) Controls
and Procedures.
(i) Disclosure
Controls and Procedures. The Company has established and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act, as applicable, and (A) are designed
to ensure that information relating to the Company and its subsidiaries required to be disclosed by the Company in reports that it files
under the Exchange Act is timely made known to the Company’s principal executive officer and its principal financial officer by
others within those entities as appropriate to allow timely decisions regarding required disclosure; (B) provide for the periodic
evaluation of the effectiveness of such disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange
Act; and (C) are effective in all material respects to perform the functions for which they were established.
(ii) Internal
Control over Financial Reporting and Internal Accounting Controls. The Company maintains (A) effective “internal control
over financial reporting” as defined in Rules 13a-15(f) and 15d-15 that comply with the requirements of the Exchange Act,
as applicable and that has been designed by, or under the supervision of, their respective principal executive and principal financial
officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with GAAP and (B) a system of internal accounting controls
sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific
authorizations, (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability, (3) access to assets is permitted only in accordance with management’s general or specific
authorization, (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences and (5) interactive data in eXtensible Business Reporting Language included or incorporated
by reference in the Registration Statement, the Prospectus and the General Disclosure Package is prepared in accordance with the Commission’s
rules and guidelines applicable thereto; the audit committee (or other comparable committee) of the Board of Directors of the Company
and the Company’s auditors have been advised of: (x) any significant deficiency in the design or operation of the Company’s
internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process,
summarize and report financial data or any material weakness in the Company’s internal controls; or (y) any fraud, whether
or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal
controls.
(iii) No
Material Weakness in Internal Controls. Since the end of the Company’s most recent audited fiscal year, there has been (A) no
material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change
in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting. The Company is not aware of (x) any significant deficiency in the
design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s
ability to record, process, summarize and report financial data or any material weaknesses in its internal controls since the end of the
Company’s most recent audited fiscal year; or (y) any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company’s internal controls.
(gg) Licenses
and Permits. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each subsidiary
possess such valid and current certificates, authorizations, licenses or permits issued by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses as described in each
of the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any subsidiary has received
any notice of proceedings relating to the revocation or modification of, or noncompliance with, any such certificate, authorization, license
or permit.
(hh) Status
under the Securities Act. The Company is not an ineligible issuer as defined under the Securities Act, in each case at the times specified
in the Securities Act in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant
to Rule 457 under the Securities Act.
(ii) Solvency.
The Company is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means,
with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater
than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the
assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as
they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including
contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.
(jj) Regulations
T, U, X. Neither the Company nor any of its subsidiaries nor any agent thereof acting on their behalf has taken, and none of them
will take, any action that might cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U
or Regulation X of the Board of Governors of the Federal Reserve System.
(kk) No
Broker’s Fees. The Company is not a party to any contract, agreement or understanding with any person (other than this Agreement)
that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or like payment
in connection with the offering and sale of the Securities.
(ll) Cybersecurity.
Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A)(i) there
has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s,
and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the
data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored
by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries),
equipment or technology (collectively, “IT Systems and Data”) and (ii) the Company and its subsidiaries have not
been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach
or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (B) the Company and its subsidiaries
are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or
arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security
of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification;
and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards
to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent
with industry standards and practices, or as required by applicable regulatory standards.
(mm) No
Default in Senior Indebtedness. No event of default exists under any contract, indenture, mortgage, loan agreement, note, lease or
other agreement or instrument constituting senior indebtedness.
(nn) Sarbanes-Oxley
Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
regulations promulgated in connection therewith with which the Company is required to comply.
(oo) Insurance
Subsidiaries. Each subsidiary of the Company that is required to be organized, licensed and registered as an insurance company (collectively,
the “Insurance Subsidiaries”) is duly licensed and registered as required in its jurisdiction of organization and is
duly licensed or authorized as required in each jurisdiction outside its jurisdiction of organization where it is required to be so licensed
or authorized to conduct its business as described in each of the Registration Statement, the General Disclosure Package and the Prospectus,
except where the failure to be so licensed or authorized would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Insurance Subsidiaries have made all required filings (including statutory annual and quarterly statements
and statutory balance sheets and income statements included therein) under applicable insurance statutes in each jurisdiction where such
filings are required, except for such filings the failure of which to make would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders,
consents, certificates, permits, registrations and qualifications (collectively, “Insurance Authorizations”), of and
from all insurance regulatory authorities necessary to conduct their respective existing business as described in each of the Registration
Statement, the General Disclosure Package and the Prospectus, except where the failure to have such Insurance Authorizations would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Insurance Subsidiary has received any notification
from any insurance regulatory authority to the effect that any additional Insurance Authorizations are needed to be obtained by any Insurance
Subsidiary in any case where it would reasonably be expected that the failure to obtain such additional Insurance Authorizations or the
limiting of the writing of such business would result in a Material Adverse Effect. Except as set forth in each of the Registration Statement,
the General Disclosure Package and the Prospectus, no insurance regulatory authority having jurisdiction over any Insurance Subsidiary
has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any Insurance Subsidiary to
its parent, other than those restrictions applicable to insurance or reinsurance companies under such jurisdiction generally or (ii) the
continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted, in each
case except where such orders or decrees would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect;
(pp) Reinsurance.
None of the Company or any of the Insurance Subsidiaries has received any written notice from any of the other parties to any reinsurance
treaties, contracts, agreements or arrangements to which the Company or any Insurance Subsidiary is a party that such other party intends
not to perform its obligations thereunder, except to the extent that such nonperformance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; Any certificate signed by an officer of the Company and delivered to the Underwriters
or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed to be a representation and warranty
by the Company to each Underwriter as to the matters set forth therein.
4. Covenants
of the Company. The Company further covenants and agrees with the Underwriters as follows:
(a) Required
Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and
Rule 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Term Sheet) to the extent
required by Rule 433 under the Securities Act; and the Company will file promptly all reports and (in the event the Company becomes
obligated to do so after the date hereof) promptly file any definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus
and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company
will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters
in New York City prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement in such quantities
as the Representatives may reasonably request.
(b) Amendments
and Supplements and Other Securities Act Matters. If at any time prior to the Closing Date any event or development shall occur or
condition shall exist as a result of which any of the General Disclosure Package as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances existing when the General Disclosure Package is delivered to a purchaser, not misleading or if it shall be necessary to
amend or supplement any of the General Disclosure Package to comply with law, the Company agrees to promptly notify the Underwriters thereof
and promptly prepare and (subject to the last sentence of this paragraph) file with the Commission (to the extent required) and furnish
at its own expense to the Underwriters such amendments or supplements to any of the General Disclosure Package (or any document to be
filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the General Disclosure
Package as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the
circumstances existing when the General Disclosure Package is delivered to a purchaser, be misleading or so that any of the General Disclosure
Package will comply with all applicable law. If, during such period of time after the first date of the public offering of the Securities
as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required
to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer
(“the Prospectus Delivery Period”), any event or development shall occur or condition shall exist as a result of which
the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser,
not misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with law, the Company agrees to promptly
prepare (subject to the last sentence of this paragraph) and furnish at its own expense to the Underwriters, such amendments or supplements
to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of
the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as so amended or
supplemented, will comply with all applicable law. Before making, preparing, using, authorizing, approving, referring to or filing any
Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether
before or after the time that the Registration Statement becomes effective, the Company will furnish to the Representatives and counsel
for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare,
use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to
which the Representatives reasonably object.
The Company hereby expressly
acknowledges that the indemnification and contribution provisions of Section 9 hereof are specifically applicable and relate to each
of the Registration Statement, the General Disclosure Package and the Prospectus or any amendment or supplement thereto referred to in
this Section 4.
(c) Copies
of General Disclosure Package and the Prospectus. During the Prospectus Delivery Period, the Company agrees to furnish to the Underwriters,
without charge, as many copies of the General Disclosure Package and the Prospectus and any amendments and supplements thereto (and documents
incorporated by reference) as they shall reasonably request.
(d) Compliance
with Blue Sky Laws. To the extent required, the Company shall cooperate with the Underwriters and counsel for the Underwriters to
qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under
the securities laws of such jurisdictions as the Representatives shall reasonably request, and shall comply with such laws and shall continue
such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. Notwithstanding
the foregoing, the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities
in any such jurisdiction where it is not presently qualified, (ii) take any action that would subject it to general service of process
in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.
(e) Notice
to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any
amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any Issuer
Free Writing Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request
by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any
comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information;
(iv) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness
of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any General Disclosure
Package or any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A
of the Securities Act; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which
the Prospectus, any of the General Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances existing when the Prospectus, the General Disclosure Package or any such Issuer Free Writing Prospectus is delivered
to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to suspension of the qualification
of the Securities for offer and sale in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the
event of the issuance of any order suspending such qualification, the Company shall use its reasonable best efforts to obtain the withdrawal
thereof at the earliest possible moment, or as the case may be, to prevent the issuance of any order suspending the effectiveness of the
Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the General Disclosure Package, Issuer
Free Writing Prospectus or the Prospectus.
(f) Use
of Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the
caption “Use of Proceeds” in the General Disclosure Package.
(g) The
Depositary. The Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for
clearance and settlement through the facilities of the Depositary.
(h) Agreement
not to Offer or Sell Additional Securities. During the period beginning from the date hereof and continuing through the Closing Date,
the Company agrees not to, without the prior written consent of the Representatives, sell, offer, contract to sell or otherwise dispose
of any debt securities of the Company or any securities of the Company exchangeable for or convertible into debt securities of the Company,
in each case, having a tenor of more than one year (for the avoidance of doubt, other than the sale of the Securities under this Agreement).
For the avoidance of doubt, nothing contained in this Section 4(h) shall prohibit or in any way restrict, or be deemed to prohibit
or in any way restrict, the issuance of the funding agreement-backed notes of any subsidiary of the Company, including such notes issued
by a special purpose trust.
(i) Investment
Company Act. The Company will conduct its business in a manner so that it would not reasonably be expected to become subject to the
Investment Company Act.
(j) Record
Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing
Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
The Representatives on behalf
of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the
foregoing covenants and/or grant a grace period for its performance.
5. Representations,
Warranties and Covenants of the Underwriters. Each Underwriter, severally and not jointly, represents and warrants to, and agrees
with, the Company that:
(a) It
has not used, authorized use of, referred to or participated in the planning for use of and will not use, authorize use of, refer to,
or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities
Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into
the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as
a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant
to Rule 433, (ii) any Issuer Free Writing Prospectus listed in Schedule II or prepared pursuant to Section 3(d) or
Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter
and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter
Free Writing Prospectus”).
(b) It
has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms
of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; provided
that the Underwriters may use the Term Sheet without the consent of the Company; provided further that any Underwriter
using the Term Sheet shall notify the Company, and provide a copy of the Term Sheet to the Company, prior to, or substantially concurrently
with, the first use of the Term Sheet.
(c) It
is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify
the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
6. Payment
of Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated,
the Company agrees to pay or cause to be paid all costs, fees and expenses incident to the performance of its obligations hereunder and
in connection with the transactions contemplated hereby, including but not limited to: (i) all costs incident to the authorization,
issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection, (ii) all fees, disbursements
and expenses of the Company’s counsel, Accountants and other advisors, (iii) all filing fees, attorneys’ fees and expenses
incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification
or registration of) all or any part of the Securities for offer and sale under the securities laws of such jurisdictions as the Representatives
shall reasonably request (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or
legal investment memoranda and any related supplements to the General Disclosure Package or the Prospectus), (iv) all costs and expenses
incident to the preparation, printing, filing under the Securities Act, shipping and distribution of the General Disclosure Package and
the Prospectus (including financial statements and exhibits), and all amendments and supplements thereto, (v) the costs of reproducing
and distributing the Transaction Documents, (vi) any fees payable to rating agencies in connection with the rating of the Securities,
(vii) any filing fees and clearance fees incident to, and the fees and disbursements of counsel to the Underwriters in connection
with, the review by FINRA, if any, of the terms of the sale of the Securities; provided, however, that the amount payable
by the Company for the fees and disbursements of counsel to the Underwriters pursuant to subsections (iii) and (vii) shall not
exceed $50,000 in the aggregate, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for
the Trustee in connection with the Indenture and the Securities, (ix) all fees and expenses (including fees and expenses of counsel)
of the Company in connection with approval of the Securities by the Depositary for “book-entry” transfer, (x) all expenses
incurred by the Company in connection with any “road show” for the offering of the Securities and (xi) all other costs
and expenses incurred by the Company in the performance of the Company’s obligations hereunder that are not otherwise specifically
provided for in this Section. Except as expressly provided in this Section 6 and Sections 8 and 9 hereof, the Underwriters shall
pay their own expenses, including the fees and disbursements of their counsel.
7. Conditions
of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities on the
Closing Date as provided herein shall be subject to the accuracy of the representations and warranties on the part of the Company set
forth in Section 3 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the
Company of its covenants and other obligations hereunder required to be performed at or prior to the Closing Date, and to each of the
following additional conditions:
(a) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing
Date:
(i) for
the period from and after the date of this Agreement and prior to the Closing Date, there shall not have occurred any Material Adverse
Change, the effect of which, in the judgment of the Representatives, makes it impractical or inadvisable to proceed with the offering,
sale and delivery of the Securities on the terms and in the manner contemplated by this Agreement;
(ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of its Significant
Subsidiaries or any of their securities or indebtedness, or the Insurance Subsidiaries’ financial strength or claims paying ability,
by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act);
and
(iii) there
shall not have occurred (A) any banking moratorium declared by any U.S. federal or New York authorities; (B) any major disruption
of settlements of securities, payment, or clearance services in the United States; or (C) any attack on, outbreak or escalation of
hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international
calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration,
calamity or emergency is such as to make it in the judgment of the Representatives impractical or inadvisable to proceed with the offering,
sale and delivery of the Securities on the terms and in the manner contemplated by this Agreement.
(b) Opinion
and Negative Assurance Letter of Counsel to the Company. On the Closing Date, the Underwriters shall have received the opinion and
negative assurance letter of Cravath, Swaine & Moore LLP, counsel to the Company, each dated the Closing Date.
(c) Opinion
and Negative Assurance Letter of Counsel to the Underwriters. On the Closing Date, the Underwriters shall have received the opinion
of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Underwriters, dated the Closing Date, with respect to such matters
as may be reasonably requested by the Underwriters, and which opinion shall be reasonably satisfactory to the Representatives.
(d) Accountants’
Comfort Letters. On the date hereof, the Underwriters shall have received from each of the Accountants, a “comfort letter”
dated the date hereof addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, covering the
financial information in the General Disclosure Package and other customary matters and, in the case of Deloitte, the current independent
registered public accounting firm for the Company, with customary procedures carried out to a date no more than three business days prior
to the date hereof. In addition, on the Closing Date, the Underwriters shall have received from each of the Accountants a “bring-down
comfort letter” dated the Closing Date addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives,
in the form of the “comfort letter” delivered on the date hereof, except that, in the case of Deloitte, the current independent
registered public accounting firm for the Company, customary procedures shall be brought down to a date no more than three business days
prior to the Closing Date.
(e) Chief
Financial Officer’s Certificate. On the date hereof and at the Closing Date, the Underwriters shall have received from the Company’s
Chief Financial Officer a certificate with respect to certain financial information in the General Disclosure Package and the Prospectus
and any amendment or supplement thereto.
(f) Officers’
Certificate. On the Closing Date the Underwriters shall have received a written certificate executed by the Chairman of the Board
of Directors of the Company, Chief Executive Officer or President of the Company, or the Chief Financial Officer, Chief Operating Officer
or Chief Accounting Officer of the Company, dated as of the Closing Date, to the effect that:
(i) for
the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;
(ii) each
of the representations and warranties of the Company set forth in Section 3 hereof were true and correct as of the date hereof and
are true and correct as of the Closing Date with the same force and effect as though expressly made on and as of the Closing Date; and
(iii) the
Company has complied in all material respects with all the covenants and agreements and satisfied all the conditions required to be performed
or satisfied by the Company at or prior to the Closing Date.
(g) Secretary’s
Certificate. On the Closing Date, the Underwriters shall have received a written certificate executed by the Corporate Secretary or
the Assistant Corporate Secretary of the Company, dated as of the Closing Date, certifying such matters as the Underwriters reasonably
request.
(h) The
Depositary. The Securities shall be eligible for clearance and settlement through the Depositary.
(i) Indenture;
Securities. The Company shall have executed and delivered the Third Supplemental Indenture, in form and substance reasonably satisfactory
to the Underwriters, and the Underwriters shall have received executed copies thereof. The Securities shall have been duly executed and
delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.
(j) Additional
Documents. On or before the Closing Date, the Underwriters and counsel for the Underwriters shall have received such information,
documents and opinions as they reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Securities
as contemplated herein.
If any condition specified
in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives
by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any
party to any other party, except that Sections 6, 8 and 9 hereof shall at all times be effective and shall survive such termination.
8. Reimbursement
of Underwriter Expenses. If this Agreement is terminated by the Representatives because any of the conditions to the obligations of
the Underwriters set forth in Section 7 has not been satisfied or waived (but, for the avoidance of doubt, not in the event of a
termination pursuant to Section 10 hereof), the Company agrees to reimburse the Underwriters, severally, upon demand for all reasonable
and documented out-of-pocket expenses that shall have been incurred by the Underwriters in connection with the proposed purchase and the
offering and sale of the Securities, including, without limitation, reasonable and documented out-of-pocket fees and disbursements of
counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
9. Indemnification
and Contribution.
(a) Indemnification
of the Underwriters. The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees,
counsel and agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and
all investigative, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of (with the consent
of the Company), any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified
party and any third party, or otherwise, or any claim asserted), as incurred, that arise out of or are based on any untrue statement or
alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Term Sheet, any Issuer Free Writing Prospectus
or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be
liable with respect to an Underwriter to the extent that such loss, claim, liability, expense or damage arises from the sale of the Securities
by such Underwriter and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in
conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the
Preliminary Prospectus, the Term Sheet, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto)
(it being understood and agreed by the Company that the only such information furnished by the Underwriters consists of the Underwriter
Information). This indemnity agreement will be in addition to any liability that the Company might otherwise have.
(b) Indemnification
of the Company. Each Underwriter shall, severally and not jointly, indemnify and hold harmless the Company, its directors and officers
and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, liabilities,
expenses and damages (including any and all investigative, legal or other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any
indemnified party and any third party, or otherwise, or any claim asserted), as incurred that arise out of or are based on any untrue
statement or alleged untrue statement of material fact contained in the Preliminary Prospectus, the Term Sheet, any Issuer Free Writing
Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but,
in each case to the extent, and only to the extent that such untrue statement or omission or alleged untrue statement or omission made
in reliance on and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly
for use in the Preliminary Prospectus, the Term Sheet, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto). The Company hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to
the Company expressly for use in the Preliminary Prospectus, the Term Sheet, any Issuer Free Writing Prospectus or the Prospectus (or
any amendment or supplement thereto) is the Underwriter Information. This indemnity will be in addition to any liability that each Underwriter
might otherwise have.
(c) Indemnification
Procedures. Any party that proposes to assert the right to be indemnified under this Section 9 shall, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers
served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may
have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission
results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified
party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the
extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the
action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action,
with counsel selected by the indemnifying party (and satisfactory to the indemnified party), and after notice from the indemnifying party
to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for
any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the
indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action,
but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment
of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably
concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict
or potential conflict exists (based on advice of counsel) between the indemnified party and the indemnifying party (in which case the
indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the
indemnifying party has not in fact employed counsel satisfactory to the indemnified party to assume the defense of such action within
a reasonable time after receiving notice of the commencement of the action, in each of which cases the fees, disbursements and other charges
of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall
not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees, disbursements and other
charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties.
All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying
party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably
withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by
this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes
an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified
party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel to the extent required hereunder, such indemnifying party agrees that it shall be liable
for any settlement as contemplated by Section 9(a), effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the
Underwriters, the Company and the Underwriters shall contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Underwriters,
such as persons who control the Company within the meaning of the Securities Act, officers or directors of the Company, who also may be
liable for contribution) to which the Company and the Underwriters may be subject in such proportion as shall be appropriate to reflect
the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand. The relative benefits received
by the Company, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same respective proportions as
the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company
and the total discounts and commissions received by the Underwriters bear to the aggregate initial offering price of the Securities. If,
but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall
be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also
the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omissions
which resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable
considerations. Such relative fault shall be determined by reference to whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the
Underwriters, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission or inaccuracy. The Company and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other method of allocation
(even if the Underwriters were treated as one entity for such purpose) which does not take into account the equitable considerations referred
to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action
in respect thereof, referred to above shall be deemed to include, for purposes of this Section 9(d), any legal or other expenses
incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the discounts and commissions actually
received by it, and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations to contribute as provided in this Section 9(d) are several, and not joint, in proportion to their respective commitments
as set forth opposite their names in Schedule I. For purposes of this Section 9(d), any person who controls a party to this
Agreement within the meaning of the Securities Act will have the same rights to contribution as that party, and each director of the Company
will have the same rights to contribution as the Company, and each affiliate, director, officer, employee, counsel or agent of any Underwriter
will have the same rights to contribution as such Underwriter, subject in each case to the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be
made under this Section 9(d), will notify any such party or parties from whom contribution may be sought, but the omission so to
notify will not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have under
this Section 9(d). No party will be liable for contribution with respect to any action or claim settled without its written consent
(which consent will not be unreasonably withheld).
10. Termination.
The obligations of the Underwriters under this Agreement may be terminated at any time prior to the Closing Date by notice to the Company
from the Representatives if, prior to delivery and payment for the Securities, any of the following shall occur:
(a) trading
in any securities of the Company has been suspended or materially limited by the Commission or NYSE;
(b) trading
in securities generally on the NASDAQ or the NYSE shall have been suspended or materially limited;
(c) a
general banking moratorium shall have been declared by any federal or New York authorities;
(d) there
shall have occurred a material disruption in commercial banking or securities settlement or clearance services; or
(e) the
United States shall have become engaged in new hostilities, there shall have been an escalation in new or existing hostilities involving
the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred
such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist
activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such),
or any other calamity or crisis shall have occurred, the effect of any of which, in the judgement of the Representatives, makes it impracticable
or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the General
Disclosure Package or to enforce contracts for the sale of securities.
Any termination pursuant to
this Section 10 shall be without liability on the part of (i) the Company to any Underwriter, (ii) any Underwriter to the
Company, or (iii) any party hereto to any other party, except that, in each case, the provisions of Section 9 hereof shall at
all times be effective and shall survive such termination.
11. Substitution
of Underwriters. If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed
to purchase hereunder on the Closing Date, and the aggregate principal amount of Securities that such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased
on such date, the non-defaulting Underwriters shall be obligated, severally, to purchase the Securities that such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase on the Closing Date (for the avoidance of doubt, in addition to the principal
amount of Securities that the non-defaulting Underwriters agreed to purchase hereunder), in the proportions that the principal amount
of Securities that they have respectively agreed to purchase as set forth on Schedule I bears to the aggregate principal amount
of Securities that all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representatives
shall specify; provided that in no event shall the maximum principal amount of Securities that any non-defaulting Underwriter has
become obligated to purchase be increased pursuant to this Section 11 by more than one-ninth of the principal amount of Securities
agreed to be purchased by such non-defaulting Underwriter without the prior written consent of such non-defaulting Underwriter. If any
one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities that such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of
Securities to be purchased on the Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase
of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except that the provisions of Sections 6, 8 and 9 hereof shall at all times be effective and
shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents
or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person
substituted for a defaulting Underwriter under this Section 11. Any action taken pursuant to this Section 11 shall not relieve
any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
12. Miscellaneous.
(a) Notices.
Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified, shall be mailed,
hand delivered or telecopied (i) if to the Company, at the office of the Company, One Moody Plaza, Galveston, TX 77550, Attention:
Tim Walsh, with a copy to: Cravath, Swaine & Moore LLP, Two Manhattan West, New York, NY 10001, Attention: Ryan Patrone or (ii) if
to the Underwriters, c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Legal
Department, with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, NY 10001, Attention: Dwight
Yoo. Any such notice shall be effective only upon receipt. Any notice under Section 9 hereof may be made by telecopy or telephone,
but if so made shall be subsequently confirmed in writing.
(b) No
Third Party Beneficiaries. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and
the controlling persons, directors, officers, employees, counsel and agents referred to in Section 9 hereof, and their respective
successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors
and assigns” as used in this Agreement shall not include any subsequent purchaser or other purchaser of the Securities as such from
the Underwriters in his, her or its capacity as such a purchaser.
(c) Survival
of Representations and Indemnities. All indemnities, agreements, representations, warranties and other statements of the Company,
its officers and the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter, the Company or any of their partners, officers or directors or any controlling
person, as the case may be, and shall survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.
(d) Disclaimer
of Fiduciary Relationship. The Company acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to
this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection
with the offering contemplated by this Agreement and the process leading to such transaction, each Underwriter is and has been acting
solely as a principal and is not the agent or fiduciary of the Company, or its securityholders, creditors or employees or any other party,
(iii) no Underwriter has assumed or will assume any advisory or fiduciary responsibility in favor of the Company with respect to
the offering of the Securities contemplated by this Agreement or the process leading thereto (irrespective of whether such Underwriter
or its affiliates has advised or is currently advising the Company on other matters) or any other obligation to the Company with respect
to the offering of the Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the
several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect
to the offering contemplated by this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to
the extent it deemed appropriate.
(e) Actions
of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters,
and any such action taken by the Representatives shall be binding upon the Underwriters.
(f) Governing
Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such state. Each party hereto hereby irrevocably submits for purposes of any action arising from
this Agreement brought by the other party hereto to the jurisdiction of the courts of the State of New York located in the Borough of
Manhattan and the U.S. District Court for the Southern District of New York.
(g) Counterparts;
Electronic Signatures. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic communication
shall be equally effective as delivery of an original executed counterpart hereof (including electronic signatures complying with the
U.S. federal ESIGN Act of 2000, e.g., DocuSign or a copy of a duly signed document sent via email).
(h) Recognition
of the U.S. Special Resolution Regimes.
(i) In
the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.
(ii) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against
such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime (as defined below) if this Agreement were governed by the laws of the United States or a state of the United States.
(iii) As
used in this Section 12(h), “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and
shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (A) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (B) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (C) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act
and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
and the regulations promulgated thereunder.
(i) Survival
of Provisions upon Invalidity of Any Single Provision. In case any provision in this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(j) Waiver
of Jury Trial. THE COMPANY AND THE UNDERWRITERS EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(k) Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience and reference only and are not to
be considered in construing this Agreement.
(l) Compliance
with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the
Company, which information may include the name and address of their respective clients, as well as other information that will allow
the Underwriters to properly identify their respective clients.
(m) Entire
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. This Agreement may not be amended or otherwise modified or any provision hereof
waived except by an instrument in writing signed by the Representatives and the Company.
Please confirm that the foregoing
correctly sets forth the agreement between the Company and the Underwriters.
| |
Very truly yours, |
| |
|
| |
AMERICAN NATIONAL GROUP INC. |
| |
|
| |
By: |
/s/
Reza Syed |
| |
Name: |
Reza Syed |
| |
Title: |
Chief Financial Officer and Executive Vice President |
[Signature
Page to Underwriting Agreement]
| Confirmed as of the date first above
mentioned: |
|
| |
|
| WELLS FARGO SECURITIES, LLC |
|
| |
|
| HSBC
Securities (USA) Inc. |
|
| |
|
| TD
Securities (USA) LLC |
|
| |
|
Acting on behalf of themselves and
as
Representatives of the several
Underwriters named in Schedule I hereof |
|
| |
|
| WELLS FARGO SECURITIES, LLC |
|
| |
|
| By: |
/s/ Carolyn Hurley |
|
| Name: |
Carolyn Hurley |
|
| Title: |
Managing Director |
|
| |
|
| HSBC Securities
(USA) Inc. |
|
| |
|
| By: |
/s/ Patrice Altongy |
|
| Name: |
Patrice Altongy |
|
| Title: |
Managing Director |
|
| |
|
| TD Securities
(USA) LLC |
|
| |
|
| By: |
/s/ Luiz Lanfredi |
|
| Name: |
Luiz Lanfredi |
|
| Title: |
Managing Director |
|
[Signature
Page to Underwriting Agreement]
Schedule I
| Underwriters | |
Principal
Amount of
Securities | |
| Wells Fargo Securities, LLC | |
$ | 90,000,000 | |
| HSBC Securities (USA) Inc. | |
| 90,000,000 | |
| TD Securities (USA) LLC | |
| 90,000,000 | |
| Barclays Capital Inc. | |
| 25,000,000 | |
| BMO Capital Markets Corp. | |
| 25,000,000 | |
| Brookfield Securities LLC | |
| 25,000,000 | |
| CIBC World Markets Corp. | |
| 25,000,000 | |
| Goldman Sachs & Co.
LLC | |
| 25,000,000 | |
| Mizuho Securities USA LLC | |
| 25,000,000 | |
| BNP Paribas Securities Corp. | |
| 10,000,000 | |
| Citigroup Global Markets Inc. | |
| 10,000,000 | |
| Credit Agricole Securities (USA) Inc. | |
| 10,000,000 | |
| Lloyds Securities Inc. | |
| 10,000,000 | |
| PNC Capital Markets LLC | |
| 10,000,000 | |
| RBC Capital Markets, LLC | |
| 10,000,000 | |
| Scotia Capital (USA) Inc. | |
| 10,000,000 | |
| U.S. Bancorp Investments, Inc. | |
| 10,000,000 | |
| Total | |
$ | 500,000,000 | |
Schedule
II
Term Sheet
Pricing Term Sheet, dated
as of August 19, 2025
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-281155
American National Group Inc.
$500,000,000 7.000% Fixed-Rate Reset Junior Subordinated
Notes due 2055
Pricing Term Sheet
August 19, 2025
The information in this pricing term sheet relates to the
offering of the securities specified herein and should be read together with the preliminary prospectus supplement, dated August 19, 2025
(the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the accompanying
prospectus, dated August 30, 2024 (Registration Statement File No. 333-281155). The information in this pricing term sheet supplements
the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent
with the information contained therein. This pricing term sheet is otherwise qualified in its entirety by reference to the Preliminary
Prospectus Supplement. Capitalized terms used and not defined herein have the meanings assigned in the Preliminary Prospectus Supplement.
| Issuer: |
American
National Group Inc. (the “Issuer”) |
| |
|
| Security
Description: |
7.000%
Fixed-Rate Reset Junior Subordinated Notes due 2055 (the “Notes”) |
| |
|
| Ranking: |
Junior
subordinated unsecured notes |
| |
|
| Distribution: |
SEC-registered |
| |
|
| Principal
Amount Offered: |
$500,000,000 |
| |
|
| Underwriters’
Discount: |
1.00%
per Note |
| |
|
| Net
Proceeds to the Issuer: |
$495,000,000
(before expenses) |
| |
|
| Trade
Date: |
August
19, 2025 |
| |
|
| Settlement
Date**: |
August
22, 2025 (T+3) |
| |
|
| Maturity
Date: |
December
1, 2055 |
| |
|
| Coupon: |
7.000% |
| |
|
| Price
to the Public: |
100.000%
of principal amount, plus accrued interest from August 22, 2025, if settlement occurs after that date |
| |
|
| First
Reset Date: |
December
1, 2030 |
| |
|
| Interest: |
The
Notes will bear interest (i) from, and including, the date of original issue to, but excluding, December 1, 2030 (the “First
Reset Date”) at the fixed rate of 7.000% per annum and (ii) from, and including, the First Reset Date, during each Reset Period,
at a rate per annum equal to the Five-year U.S. Treasury Rate as of the Reset Interest Determination Date for such Reset Period plus
3.183%, to be reset on each Reset Date; provided, that the interest rate during any Reset Period will not reset below 7.000% (which
equals the initial interest rate on the Notes). Subject to the Issuer’s right to defer interest payments as described under
“Optional Interest Deferral,” the Issuer will pay interest semi-annually in arrears on each interest payment date. |
| Interest
Payment Dates: |
Semi-annually
on June 1 and December 1 of each year, beginning on December 1, 2025 |
| |
|
| Record
Dates: |
May
15 and November 15 |
| |
|
| Optional
Interest Deferral: |
The
Issuer has the right, in its sole discretion, to defer the payment of interest on the Notes for one or more Optional Deferral Periods
of up to five consecutive years each. During an Optional Deferral Period, interest will continue to accrue at the then-applicable
interest rate on the Notes, and deferred interest payments will accrue additional interest at the then-applicable interest rate on
the Notes, compounded semi-annually as of each interest payment date to the extent permitted by applicable law. |
| |
|
| Optional
Redemption: |
The
Issuer may redeem the Notes at its option in whole at any time or in part from time to time (i) during the three-month period prior
to, and including, the First Reset Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed;
and (ii) after the First Reset Date, on any interest payment date, at a redemption price equal to 100% of the principal amount of
the Notes being redeemed; plus, in each case, any accrued and unpaid interest thereon (including compounded interest, if any) to,
but excluding, the date of redemption. If the Issuer does not redeem the Notes in whole, at least $25 million aggregate principal
amount of the Notes, excluding any Notes held by the Issuer or any of its affiliates, must remain outstanding after giving effect
to such redemption. The Issuer may not redeem the Notes in part unless all accrued and unpaid interest, including deferred interest
(and compounded interest, if any), has been paid in full on all outstanding Notes for all interest payment dates occurring on or
before the redemption date. |
| Tax
Event Redemption: |
Redeemable in whole, but not
in part, at any time within 90 days after the occurrence of a Tax Event (as defined in the Preliminary Prospectus Supplement), at
a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest,
if any) to, but excluding, the date of redemption. |
| |
|
| Rating
Agency Event Redemption: |
Redeemable in whole, but not
in part, at any time within 90 days after the occurrence of a Rating Agency Event (as defined in the Preliminary Prospectus Supplement),
at a redemption price equal to 102% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest,
if any) to, but excluding, the date of redemption. |
| |
|
| Regulatory
Capital Event Redemption: |
Redeemable in whole, but not
in part, at any time within 90 days after the occurrence of a Regulatory Capital Event (as defined in the Preliminary Prospectus
Supplement), at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest thereon (including
compounded interest, if any) to, but excluding, the date of redemption. |
| |
|
| CUSIP: |
025676 AR8 |
| |
|
| ISIN: |
US025676AR82 |
| |
|
| Day
Count Convention: |
30/360 |
| |
|
| Denominations/Multiple: |
$2,000 x $1,000 |
| |
|
| Joint
Book-Running Managers: |
Wells Fargo Securities, LLC |
| |
HSBC Securities (USA) Inc. |
| |
TD Securities (USA) LLC |
| |
|
| Co-Managers: |
Barclays Capital Inc. |
| |
BMO Capital Markets Corp. |
| |
Brookfield Securities LLC |
| |
CIBC World Markets Corp. |
| |
Goldman Sachs & Co. LLC |
| |
Mizuho Securities USA LLC |
| |
BNP Paribas Securities Corp. |
| |
Citigroup Global Markets Inc. |
| |
Credit Agricole Securities
(USA) Inc. |
| |
Lloyds Securities Inc. |
| |
PNC Capital Markets LLC |
| |
RBC Capital Markets, LLC |
| |
Scotia Capital (USA) Inc. |
| |
U.S. Bancorp Investments,
Inc. |
*A securities rating is not a recommendation to buy, sell
or hold securities and should be evaluated independently of any other rating. The rating may be subject to revision or withdrawal at any
time by the assigning rating organization.
**Under Rule 15c6-1 under the Securities Exchange
Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the business day before
delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+3 to specify an alternate settlement
cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.
The Issuer has filed a registration statement (including
a prospectus and a preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the
offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary
prospectus supplement, and any other documents the Issuer has filed with the SEC for more complete information about the Issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the documents
may be obtained by contacting the underwriters of the offering by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751, HSBC
Securities (USA) Inc. toll-free at 1-866-811-8049 or TD Securities (USA) LLC toll-free at 1-855-495-9846.
This pricing term sheet does not constitute an offer to
sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction.
Any legend, disclaimer or other notice that may appear
below is not applicable to this communication and should be disregarded. Such legend, disclaimer or notice was automatically generated
as a result of this communication being sent by Bloomberg or another system.
Exhibit 4.1
AMERICAN NATIONAL GROUP INC.
7.000% Fixed-Rate Reset Junior Subordinated
Notes due 2055
Third Supplemental Indenture
Dated as of August 22, 2025
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
TABLE OF CONTENTS
Page
| ARTICLE One CERTAIN DEFINITIONS |
1 |
| |
|
|
|
| ARTICLE Two SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL |
7 |
| |
|
|
|
| |
Section 2.01. |
Scope of Supplemental Indenture and Terms |
7 |
| |
|
|
|
| |
Section 2.02. |
Payment of Interest |
8 |
| |
|
|
|
| |
Section 2.03. |
Compounded Interest |
9 |
| |
|
|
|
| ARTICLE Three OPTION TO DEFER INTEREST PAYMENTS |
9 |
| |
|
|
|
| |
Section 3.01. |
Option to Defer Interest Payments |
9 |
| |
|
|
|
| |
Section 3.02. |
Notice of Deferral |
10 |
| |
|
|
|
| |
Section 3.03. |
Payment Restrictions During an Optional Deferral Period |
11 |
| |
|
|
|
| ARTICLE Four REDEMPTION |
12 |
| |
|
|
|
| |
Section 4.01. |
Redemption at the Option of the Company |
12 |
| |
|
|
|
| ARTICLE Five SUBORDINATION |
13 |
| |
|
|
|
| |
Section 5.01. |
Agreement to Subordinate |
13 |
| |
|
|
|
| |
Section 5.02. |
Default on Senior Indebtedness |
14 |
| |
|
|
|
| |
Section 5.03. |
Liquidation; Dissolution; Bankruptcy |
15 |
| |
|
|
|
| |
Section 5.04. |
Subrogation |
16 |
| |
|
|
|
| |
Section 5.05. |
Relative Rights |
16 |
| |
|
|
|
| |
Section 5.06. |
Trustee to Effectuate Subordination |
17 |
| |
|
|
|
| |
Section 5.07. |
Notice by the Company |
17 |
| |
|
|
|
| |
Section 5.08. |
Reliance on Judicial Order or Certificate of Liquidating Agent |
18 |
| |
|
|
|
| |
Section 5.09. |
Rights of the Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights |
18 |
| |
Section 5.10. |
Trustee Not Fiduciary for Holders of Senior Indebtedness |
18 |
| |
|
|
|
| |
Section 5.11. |
Subordination May Not Be Impaired |
19 |
| |
|
|
|
| |
Section 5.12. |
Article Applicable to Paying Agents |
19 |
| |
|
|
|
| ARTICLE Six DEFAULTS AND REMEDIES |
19 |
| |
|
|
|
| |
Section 6.01. |
Events of Default |
19 |
| |
|
|
|
| ARTICLE Seven MISCELLANEOUS |
20 |
| |
|
|
|
| |
Section 7.01. |
Governing Laws; Waiver of Jury Trial; Submission to Jurisdiction |
20 |
| |
|
|
|
| |
Section 7.02. |
No Adverse Interpretation of Other Agreements |
21 |
| |
|
|
|
| |
Section 7.03. |
Successors |
21 |
| |
|
|
|
| |
Section 7.04. |
Severability |
21 |
| |
|
|
|
| |
Section 7.05. |
Force Majeure |
21 |
| |
|
|
|
| |
Section 7.06. |
Table of Contents, Headings, Etc |
22 |
| |
|
|
|
| |
Section 7.07. |
Counterparts; Electronic Signatures |
22 |
| |
|
|
|
| |
Section 7.08. |
Confirmation of Indenture; Conflicts |
22 |
| |
|
|
|
| |
Section 7.09. |
Trustee Disclaimer |
22 |
| |
|
|
|
| |
Section 7.10. |
Tax Treatment |
22 |
EXHIBIT A Form of 7.000% Fixed-Rate Reset Junior Subordinated
Note due 2055
THIRD SUPPLEMENTAL INDENTURE dated as of August 22,
2025 (this “Supplemental Indenture”), to the Indenture dated as of October 2, 2024 (the “Base Indenture”
and, together with this Supplemental Indenture, the “Indenture”), by and between AMERICAN NATIONAL GROUP INC., a Delaware
corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
Each party agrees as follows for the benefit of
the other parties and for the equal and ratable benefit of the Holders (as defined herein):
WHEREAS, the Company and the Trustee have duly
authorized, executed and delivered the Base Indenture, which provides for the issuance from time to time of the Company’s debentures,
notes or other debt instruments to be issued in one or more Series (as defined therein, “Securities”);
WHEREAS, the Company desires and has requested
the Trustee to join in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by
the Company of a Series of Securities designated as its 7.000% Fixed-Rate Reset Junior Subordinated Notes due 2055 (the “Initial
Notes”), substantially in the form attached hereto as Exhibit A, on the terms set forth herein, issued therefor
as provided herein (the Initial Notes and any Additional Notes (as defined herein) are together referred to herein as the “Notes”);
WHEREAS, Section 9.01 of the Base Indenture
provides that a supplemental indenture may be entered into by the Company and the Trustee for such purpose, without the consent of Holders,
provided certain conditions are met;
WHEREAS, the conditions set forth in the Base Indenture
for the execution and delivery of this Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Supplemental
Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to,
the Base Indenture have been done;
NOW, THEREFORE:
In consideration of the premises and the purchase
and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee, for the equal and ratable benefit
of the Holders, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:
ARTICLE One
CERTAIN DEFINITIONS
The following terms have the meanings set forth
below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base
Indenture. To the extent terms defined herein differ from the Base Indenture the terms defined herein will govern.
“Additional Notes” means any
Securities issued under the Indenture having the same terms (except the issue date, the date from which interest accrues and, in some
cases, the first interest payment date) as the Initial Notes; provided, however, that if any Additional Notes are not fungible
with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.
“Calculation Agent” has the
meaning provided in Section 2.02(c) of this Supplemental Indenture.
“Company” has the meaning provided
in the Preamble.
“Event of Default” has the meaning
provided in Section 6.01 of this Supplemental Indenture.
“First Reset Date” means December 1,
2030.
“Five-year U.S. Treasury Rate”
means, as of any Reset Interest Determination Date, the average of the yields on actively traded U.S. Treasury securities adjusted to
constant maturity, for five-year maturities, for the most recent five Business Days appearing under the caption “Treasury Constant
Maturities” in the Most Recent H.15.
If the Five-year U.S. Treasury Rate cannot be determined
pursuant to the method described above, the Calculation Agent, after consulting such sources as it deems comparable to any of the foregoing
calculations, or any such source as it deems reasonable from which to estimate the Five-year U.S. Treasury Rate, will determine the Five-year
U.S. Treasury Rate in its sole discretion, provided that if the Calculation Agent determines there is an industry-accepted successor
Five-year U.S. Treasury Rate, then the Calculation Agent will use such successor rate. If the Calculation Agent has determined a substitute
or successor base rate in accordance with the foregoing, the Calculation Agent in its sole discretion may determine the Business Day convention,
the definition of Business Day and the Reset Interest Determination Date to be used and any other relevant methodology for calculating
such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable
to the Five-year U.S. Treasury Rate, in a manner that is consistent with industry-accepted practices for such substitute or successor
base rate.
“H.15” means the statistical
release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) –
H.15” (or any successor designation or publication) under the caption “U.S. government securities—Treasury constant
maturities—Nominal” (or any successor caption or heading).
“Holder” means the Person in
whose name a Note is registered in the books of the Registrar for the Notes.
“Indenture” has the meaning
provided in the Preamble.
“Initial Notes” has the meaning
provided in the Recitals. The Initial Notes issued under the Indenture include any Securities issued in replacement thereof.
“Interest,” when used with respect
to the Notes, includes interest accruing on the Notes, interest on deferred interest payments and other unpaid amounts with respect to
the Notes and compounded interest with respect to the Notes, as applicable and to the extent permitted by applicable law, without duplication.
“Interest Payment Date” means
June 1 and December 1 of each year, commencing December 1, 2025.
“Maturity Date” has the meaning
provided in Section 2.01(b)(ii) of this Supplemental Indenture.
“Most Recent H.15” means the
H.15 published closest in time but prior to the close of business on the applicable Reset Interest Determination Date.
“Notes” has the meaning provided
in the Recitals.
“Optional Deferral Period” means
the period commencing on an Interest Payment Date with respect to which the Company elects or is deemed to elect to defer interest on
the Notes pursuant to Section 3.01 of this Supplemental Indenture and ending on the earliest of (i) the fifth anniversary of
that Interest Payment Date, (ii) the next Interest Payment Date on which the Company has paid all accrued and unpaid deferred interest,
including compounded interest, on the Notes and (iii) the Maturity Date, the earlier accelerated maturity date of the Notes or the
date of other redemption in full of the Notes.
“Original Issue Date” means
August 22, 2025.
“Parity Securities” has the
meaning provided in Section 3.03(b) of this Supplemental Indenture.
“Paying Agent” means Wilmington
Trust, National Association or any successor paying agent.
“Proceeding” has the meaning
provided in Section 5.03(a) of this Supplemental Indenture.
“Rating Agency Event” means
that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Securities Exchange
Act of 1934, as amended, that then publishes a rating for the Company (a “Rating Agency”) amends, clarifies or changes
the criteria it uses to assign equity credit to securities such as the Notes, which amendment, clarification or change results in (i) the
shortening of the length of time the Notes are assigned a particular level of equity credit by that Rating Agency as compared to the length
of time they would have been assigned that level of equity credit by that Rating Agency or its predecessor on the Original Issue Date
or (ii) the lowering of the equity credit (including up to a lesser amount) assigned to the Notes by that Rating Agency as compared
to the equity credit assigned by that Rating Agency or its predecessor on the Original Issue Date.
“Record Date” means, with respect
to an Interest Payment Date, the close of business on the immediately preceding May 15 or November 15, as applicable, whether
or not a Business Day.
“Redemption Date” means the
date fixed for the redemption of the Notes by or pursuant to the Indenture.
“Reference Date” has the meaning
provided in Section 4.01(a)(ii) of this Supplemental Indenture.
“Registrar” means Wilmington
Trust, National Association, or any successor registrar of the Notes.
“Regulatory Capital Event” means
that the Company becomes subject to capital adequacy supervision by a capital regulator and the capital adequacy guidelines that apply
to the Company as a result of being so subject set forth criteria pursuant to which the full principal amount of the Notes would not qualify
as capital under such capital adequacy guidelines, as the Company may determine at any time, in its sole discretion.
“Reset Date” means the First
Reset Date and each date thereafter falling on the fifth anniversary of the preceding Reset Date.
“Reset Interest Determination Date”
means, in respect of any Reset Period, the day falling two Business Days prior to the beginning of such Reset Period.
“Reset Period” means the period
from, and including, a Reset Date to, but excluding, the next Reset Date or the Maturity Date, as the case may be. For the avoidance of
doubt, the first Reset Period shall be the period from, and including, the First Reset Date to, but excluding, the next Reset Date.
“Senior Indebtedness” means
all amounts due on obligations, including principal of, and interest on, and any other payment due, in connection with any of the following,
whether incurred prior to, on or after the date of this Supplemental Indenture or thereafter incurred or created: (i) all obligations
of the Company for money borrowed (other than the Notes), (ii) all obligations of the Company evidenced by notes, debentures, bonds
or other similar instruments (other than the Notes), including obligations incurred in connection with the acquisition of property, assets
or businesses and including all other debt issued by the Company to any trust or a trustee of such trust, or to a partnership or other
Affiliate of the Company (for the avoidance of doubt, including any trust, partnership or other Affiliate constituting a Subsidiary of
the Company) that acts as a financing vehicle for the Company, in connection with the issuance of securities by such vehicles, (iii) all
obligations of the Company under leases required or permitted to be capitalized under GAAP, (iv) all reimbursement obligations of
the Company with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of the Company,
(v) all obligations of the Company issued or assumed as the deferred purchase price of property or services, including all obligations
under master lease transactions pursuant to which the Company or any of its Subsidiaries have agreed to be treated as owner of the subject
property for U.S. federal income tax purposes, (vi) all payment obligations of the Company under interest rate swap or similar agreements
or foreign currency hedge, exchange or similar agreements at the time of determination, including any such obligations the Company incurred
solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding variable or floating
rate indebtedness of the Company, (vii) all obligations of the types referred to in the preceding clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in either case, the Company has assumed or guaranteed or for
which the Company is responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, (viii) all
compensation, reimbursement and indemnification obligations of the Company to the Trustee pursuant to the Indenture, and (ix) all
amendments, modifications, renewals, extensions, refinancings, replacements and refundings of any of the types of indebtedness described
in clauses (i) through (viii). Notwithstanding anything in the Indenture or the Notes to the contrary, “Senior Indebtedness”
does not include (1) any indebtedness of the Company that by its terms expressly provides that it is subordinated, or not senior
in right of payment, to the Notes, (2) any indebtedness of the Company that by its terms expressly provides that it will rank equal
in right of payment with the Notes and (3) any obligations of the Company to trade creditors created or assumed in the ordinary course
of business. For the avoidance of doubt, the Trust Subordinated Debentures shall constitute Senior Indebtedness.
“Specimen Note” has the meaning
provided in Section 2.01(b) of this Supplemental Indenture.
“Supplemental Indenture” has
the meaning provided in the Preamble.
“Tax Event” means the receipt
by the Company of an opinion of independent counsel experienced in such matters to the effect that, as a result of any (i) amendment
to or change (including any officially announced proposed change) in the laws or regulations of the United States or any political subdivision
or taxing authority of or in the United States that is enacted or effective on or after the Original Issue Date, (ii) official administrative
decision or judicial decision or administrative action or other official pronouncement (including a private letter ruling, technical advice
memorandum or other similar pronouncement) by any court, government agency or regulatory authority that reflects an amendment to, or change
in, the interpretation or application of those laws or regulations that is announced on or after the Original Issue Date, or (iii) threatened
challenge asserted in connection with an audit of the Company or any of its Subsidiaries, or a threatened challenge asserted in writing
against any taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes, which challenge
is asserted or becomes publicly known on or after the Original Issue Date, there is more than an insubstantial increase in the risk that
interest payable by the Company on the Notes is not, or within 90 days of the date of such opinion will not be, deductible by the Company,
in whole or in part, for U.S. federal income tax purposes.
“Treasury Rate” means, with
respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs:
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the Redemption Date based on the yield or yields for the most recent
day that appear after such time on such day in H.15. In determining the Treasury Rate, the Company shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Reference Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields
– one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the
Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Reference Date on a
straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent
yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Reference Date, as applicable. If there is no United States Treasury
security maturing on the Reference Date but there are two or more United States Treasury securities with a maturity date equally distant
from the Reference Date, one with a maturity date preceding the Reference Date and one with a maturity date following the Reference Date,
the Company shall select the United States Treasury security with a maturity date preceding the Reference Date. If there are two or more
United States Treasury securities maturing on the Reference Date or two or more United States Treasury securities meeting the criteria
of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury
security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities
at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield
to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal
places.
“Trust Subordinated Debentures”
means the Company’s 5% Subordinated Debentures Due 2047.
“Trustee” has the meaning provided
in the Preamble.
ARTICLE Two
SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL
Section 2.01. Scope
of Supplemental Indenture and Terms. The changes, modifications and supplements to the Base Indenture effected by this Supplemental
Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal
amount, and shall not apply to any other Securities that may be issued under the Base Indenture unless a supplemental indenture with respect
to such other Securities specifically incorporates such changes, modifications and supplements.
(a) Pursuant
to this Supplemental Indenture, there is hereby created and designated one Series of Securities under the Base Indenture entitled
the “7.000% Fixed-Rate Reset Junior Subordinated Notes due 2055”.
(b) The Notes
shall be in the form of Exhibit A hereto (the “Specimen Note”), which is hereby incorporated into this
Supplemental Indenture by reference. The terms of the Notes shall be as follows:
(i) The
Notes are to be issued initially in an aggregate principal amount of $500,000,000; provided, however, that the aggregate principal amount
of the Notes which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the
Indenture and the Notes.
(ii) The Notes
will mature on December 1, 2055 (the “Maturity Date”).
(iii) The Notes
will bear interest at the applicable rate or rates set forth in Section 2.02 of this Supplemental Indenture.
(iv) The
date from which interest shall accrue, the payment dates on which interest shall be payable and the regular record date for the interest
payable on any payment date will be as set forth in Section 2.02 of this Supplemental Indenture.
(v) The
Company will have the option to defer interest payments on the Notes as set forth in Article Three of this Supplemental Indenture.
(vi) Principal
of and Interest on the Notes are payable at the Corporate Trust Office, except as otherwise provided in the Specimen Note.
(vii) The
Notes shall be redeemable at the redemption prices and on the terms set forth in Article Four of this Supplemental Indenture and
Article 3 of the Base Indenture.
(viii) The Notes
will not be subject to any sinking fund and the Notes will not otherwise be redeemable or repayable at the option of the Holders.
(ix) The Notes
are issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(x) The
Notes are to be issued initially as Registered Global Securities. Beneficial owners of interests in the Notes may exchange such interests
in accordance with the Indenture and the terms of the Notes.
(xi) The
trustee, registrar and paying agent for the Notes shall be the Trustee, and the depositary for the Notes shall be DTC.
(xii) Interest
on the Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.
(xiii) The
Company will not pay additional amounts on the Notes held by a Person who is not a U.S. Person with respect to any tax, assessment or
governmental charge withheld or deducted.
(xiv) The
Notes will be subordinated to the prior payment in full of all of the Company’s Senior Indebtedness, as set forth in Article Five
of this Supplemental Indenture.
(xv) The
terms of the Notes shall include such other terms as are set forth in the Specimen Note and in the Indenture, which terms shall
be incorporated herein. To the extent the terms of the Indenture and the Specimen Note are inconsistent, the terms of the Indenture
will govern.
Section 2.02. Payment
of Interest.
(a) Subject
to applicable law and subject to the Company’s right to defer interest payments as set forth in Article Three of this Supplemental
Indenture, the Notes will bear interest (i) from, and including, the Original Issue Date to, but excluding the First Reset Date at
the fixed rate of 7.000% per annum and (ii) from, and including, the First Reset Date, during each Reset Period, at a rate per annum
equal to the Five-year U.S. Treasury Rate as of the Reset Interest Determination Date for such Reset Period plus 3.183%, to be reset on
each Reset Date; provided, that the interest rate during any Reset Period will not reset below 7.000%. Subject to the Company’s
right to defer interest payments as set forth in Article Three of this Supplemental Indenture, interest on the Notes will be payable
semi-annually in arrears on each Interest Payment Date to the Holders at the close of business on the immediately preceding Record Date
for such Interest Payment Date. However, notwithstanding anything to the contrary in the Indenture or the Notes, Interest that the
Company pays on the Maturity Date, the date of any earlier accelerated maturity of the Notes or a Redemption Date (for the avoidance of
doubt, including on the last day of an Optional Deferral Period, if ending on any such date) will be payable to the Person to whom the
principal will be payable.
(b) Interest
payments will include accrued interest from, and including, the Original Issue Date, or, if interest has already been paid, from the most
recent date in respect of which interest has been paid or duly provided for to, but excluding, the next succeeding Interest Payment Date,
the Maturity Date or the Redemption Date, as the case may be.
(c) Unless
the Company has validly redeemed all outstanding Notes on or before the First Reset Date, the Company will appoint a calculation agent
(such agent, the “Calculation Agent”) with respect to the Notes prior to the Reset Interest Determination Date preceding
the First Reset Date. The Company or any of its Affiliates may be appointed as and act as the Calculation Agent, and the Company may replace
the Calculation Agent at any time or from time to time. The applicable interest rate for each Reset Period as provided in this Section 2.02
will be determined by the Calculation Agent, as of the applicable Reset Interest Determination Date. Promptly upon such determination,
the Calculation Agent will notify the Company of the interest rate for the relevant Reset Period. The Company shall then promptly notify
the Trustee and Paying Agent in writing of such interest rate. The Calculation Agent’s determination of any interest rate and its
calculation of the amount of Interest for any Reset Period beginning on or after the First Reset Date will be final and binding in the
absence of manifest error. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for determining any applicable
interest rate or for verifying the calculations by the Calculation Agent. Such determination of any interest rate and calculation of the
amount of Interest will be on file at the Company’s principal offices and will be made available to any Holder upon request.
Section 2.03. Compounded
Interest. Solely for purposes of the Notes, for each of Section 1.01, Section 2.05, Section 2.14, Section 2.15,
Section 3.04, Section 3.05, Article 4, Article 6, Article 7, Article 8, Section 9.03 and Article 10
of the Base Indenture, each instance of the word “interest,” as applicable to interest on the Notes, shall be read to include
interest accruing on the Notes, interest on deferred interest payments and other unpaid amounts with respect to the Notes and compounded
interest with respect to the Notes, as applicable and to the extent permitted by applicable law, without duplication.
ARTICLE Three
OPTION TO DEFER INTEREST PAYMENTS
Section 3.01. Option
to Defer Interest Payments. The Company shall have the option to defer interest payments on the Notes as follows:
(a) So
long as no Event of Default with respect to the Notes has occurred and is continuing, the Company may, in its sole discretion, defer interest
payments on the Notes for one or more Optional Deferral Periods of up to five consecutive years each. For the avoidance of doubt, no Optional
Deferral Period may extend beyond the Maturity Date, the earlier accelerated maturity date of the Notes or other redemption in full of
the Notes.
(b) During
an Optional Deferral Period, interest will continue to accrue at the then-applicable interest rate on the Notes, and deferred interest
payments will accrue additional interest at the then-applicable interest rate on the Notes, compounded semi-annually as of each Interest
Payment Date, to the extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period will be due and
payable on the Notes until the end of such Optional Deferral Period except with respect to redeemed Notes upon a redemption of such Notes
during such Optional Deferral Period.
(c) At
the end of an Optional Deferral Period, the Company must pay all accrued and unpaid deferred interest, including compounded interest.
The payment of such accrued and unpaid deferred interest, including compounded interest, shall be made on the last day of such Optional
Deferral Period, to the Holders at the close of business on the immediately preceding Record Date for the Interest Payment Date at the
end of such Optional Deferral Period or, if an Optional Deferral Period ends on the Maturity Date, the date of any earlier accelerated
maturity of the Notes or a Redemption Date, to the Person to whom the principal will be payable. For the avoidance of doubt, Section 2.13
of the Base Indenture shall not apply to the Notes.
(d) At
least two Business Days prior to the conclusion of an Optional Deferral Period, the Company shall provide written notice to the Trustee
that such Optional Deferral Period will be concluding and the amount of Interest the Company will pay on the last day of such Optional
Deferral Period; provided that, for the avoidance of doubt, the failure of the Company to provide such notice in accordance with
this Section 3.01(d) shall not result in an extension of the Optional Deferral Period and shall not constitute an Event of Default.
(e) If,
at the end of any Optional Deferral Period, the Company has paid all deferred interest due on the Notes, including compounded interest,
the Company shall have the right to elect to begin a new Optional Deferral Period pursuant to this Section 3.01 of this Supplemental
Indenture.
Section 3.02. Notice
of Deferral.
(a) The
Company shall provide to the Trustee and the Holders written notice of its election to commence or continue any Optional Deferral Period
at least one and not more than 60 Business Days prior to the applicable Interest Payment Date (subject to the applicable procedures of
DTC); provided that, for the avoidance of doubt, the failure of the Company to provide such notice in accordance with this Section 3.02(a) shall
not constitute an Event of Default. Notice of the Company’s election of an Optional Deferral Period shall be given to the Trustee
and each Holder at such Holder’s address appearing in the Register by first-class mail, postage prepaid, or, in the case of Registered
Global Securities, by transmission to DTC.
(b) Whether
or not notice pursuant to Section 3.02(a) of this Supplemental Indenture is given, the Company’s failure to pay interest
on the Notes on any Interest Payment Date shall itself constitute the commencement of an Optional Deferral Period unless the Company deposits
with the Paying Agent, in trust for the benefit of the Holders, such interest in full (including interest on such interest from and including
the applicable Interest Payment Date to but excluding the date interest is actually deposited by the Company in accordance with Section 2.05
of the Base Indenture) within five Business Days after such Interest Payment Date. If the Company shall determine to pay such interest
within such five Business Day period, the Company shall provide written notice to the Trustee at least one Business Day prior to the date
on which the Company deposits the funds, including the amount the Company will deposit; provided that, for the avoidance of doubt,
the failure of the Company to provide such notice in accordance with this Section 3.02(b) shall not result in the commencement
of an Optional Deferral Period and shall not constitute an Event of Default.
Section 3.03. Payment
Restrictions During an Optional Deferral Period. So long as any Notes remain outstanding, after the commencement of an Optional Deferral
Period until the Company has paid all accrued and unpaid interest, including compounded interest, on the Notes, the Company shall not,
and shall not permit any of its Subsidiaries to:
(a) declare
or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s
capital stock (which includes common and preferred stock) other than:
(i) purchases,
redemptions or other acquisitions of the Company’s capital stock in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, agents, directors or consultants or under any dividend reinvestment
plan or shareholder purchase plan;
(ii) purchases,
redemptions or other acquisitions of the Company’s capital stock pursuant to a contractually binding requirement entered into prior
to the beginning of the related Optional Deferral Period, including under a contractually binding stock repurchase plan;
(iii) as
a result of any reclassification of any class or series of the Company’s capital stock, or the exchange, redemption or conversion
of any class or series of the Company’s capital stock for any class or series of the Company’s capital stock;
(iv) the
purchase of or payment of cash in lieu of fractional interests in the Company’s capital stock in accordance with the conversion
or exchange provisions of such capital stock or the security being converted or exchanged;
(v) the
issuance of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration
in an acquisition transaction by the Company or any of the Company’s Subsidiaries;
(vi) dividends
or distributions payable solely in the Company’s capital stock, or options, warrants or rights to subscribe for or acquire capital
stock, or repurchases or redemptions of capital stock made solely from the issuance or exchange of such capital stock or stock that ranks
equally with or junior to such capital stock; or
(vii) the
declaration of rights in accordance with any stockholder rights plan, the issuance or distribution of rights, stock or other property
under any shareholder rights plan, or the redemption or purchase of rights pursuant thereto; or
(b) make
any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of the Company’s debt securities
or guarantees that rank equal in right of payment with the Notes (“Parity Securities”) or indebtedness ranking junior
in right of payment to the Notes other than:
(i) any
exchange, redemption or conversion of the Company’s indebtedness for any class or series of the Company’s capital stock; or
(ii) (1) any
payment on Parity Securities necessary to avoid a breach of the instrument governing such Parity Securities or (2) any payment, repurchase
or redemption in respect of Parity Securities made ratably and in proportion to the respective amount of (A) accrued and unpaid amounts
on such Parity Securities, on the one hand, and (B) accrued and unpaid amounts on the Notes, on the other hand.
For the avoidance of doubt, notwithstanding anything to the contrary
in the Indenture or the Notes, neither the Indenture nor the Notes shall restrict in any manner the ability of any of the Company’s
Subsidiaries to pay dividends or make any distributions to the Company or to any of the Company’s other Subsidiaries.
ARTICLE Four
REDEMPTION
The following provision shall apply with respect
to the Notes:
Section 4.01. Redemption
at the Option of the Company.
(a) The
Company may redeem the Notes at its option, in whole at any time or in part from time to time:
(i) on
any day in the period commencing on and including the date that is 90 days prior to the First Reset Date and ending on and including the
First Reset Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed; and
(ii) after
the First Reset Date, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed;
plus, in each case, any accrued and unpaid Interest thereon (including
compounded interest, if any) to, but excluding, the Redemption Date (subject to the rights of Holders on the applicable Record Date to
receive accrued and unpaid interest on the corresponding Interest Payment Date); provided that no partial redemption pursuant to
this Section 4.01(a) of this Supplemental Indenture shall be effected unless at least $25 million aggregate principal amount
of the Notes, excluding any Notes held by the Company or any of its Affiliates, shall remain outstanding after giving effect to such redemption
and all accrued and unpaid Interest thereon shall have been paid in full on all outstanding Notes for all Interest Payment Dates occurring
on or before the Redemption Date.
(b) The
Company may redeem the Notes in whole, but not in part, at any time:
(i) within
90 days after the occurrence of a Tax Event or a Regulatory Capital Event, at a redemption price equal to 100% of the principal amount
of the Notes being redeemed; or
(ii) within
90 days after the occurrence of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the Notes being
redeemed;
plus, in each case, any accrued and unpaid Interest thereon to, but
excluding, the Redemption Date.
(c) With
respect to any redemption of the Notes pursuant to this Section 4.01 of this Supplemental Indenture, the Company shall give the Trustee
notice of the redemption price promptly after the calculation thereof and the Trustee shall not have any responsibility for determining
or verifying such calculation.
(d) The
Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error.
(e) Unless
the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or
portions thereof called for redemption.
ARTICLE Five
SUBORDINATION
The following provisions shall apply with respect
to the Notes:
Section 5.01. Agreement
to Subordinate.
(a) The
Company covenants and agrees, and, by acceptance of a Note or a beneficial interest in a Note each Holder and any Person acquiring a beneficial
interest in a Note will be deemed to have covenanted and agreed, that all of the Notes are issued subject to the provisions of this Article Five;
and each Holder of a Note and each Person acquiring a beneficial interest in a Note, whether upon original issue or upon transfer or assignment
thereof, shall be bound by such provisions.
(b) The
payment by the Company of the principal of, and Interest on, all of the Notes is hereby expressly subordinated and is junior in right
of payment to the prior payment in full of all Senior Indebtedness, to the extent and in the manner herein set forth.
(c) The
provisions of this Article Five define the subordination of the Notes, as obligations of the Company, with respect to the Senior
Indebtedness of the Company.
(d) No
provision of this Article Five shall prevent the occurrence of any Event of Default hereunder.
Section 5.02. Default
on Senior Indebtedness.
(a) (i) In
the event and during the continuation of any default by the Company in the payment of principal, interest or any other amount due on any
Senior Indebtedness, whether at maturity or at a date fixed for prepayment or declaration or otherwise, beyond any applicable grace period,
or (ii) in the event that an event of default occurs with respect to any Senior Indebtedness permitting the holders thereof to accelerate
the maturity of such Senior Indebtedness and written notice of such event of default, requesting that payments on the Notes cease, is
given to the Company by the holders of such Senior Indebtedness, then, in either case, until such default in payment or event of default
has been cured, is waived or ceases to exist and any related acceleration has been rescinded, no direct or indirect payment, in cash,
property or securities, by set-off or otherwise, shall be made or agreed to be made by the Company on account of the Notes or interest
thereon, or in respect of any repayment, redemption, retirement, purchase or other acquisition of the Notes.
(b) In
the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, prohibited by the foregoing shall be received by the Trustee or the Holders before all such Senior Indebtedness
is paid in full, or provision is made for such payment in money in accordance with its terms, and a Responsible Officer of the Trustee
or such Holder has actual knowledge that such payment should not have been made to it, such payment or distribution shall be held in trust
for the benefit of, and upon written direction from the Company or the trustee or other representative for such Senior Indebtedness shall
be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company and certified to the Trustee or Holders, as applicable, in writing, for application
to the payment of all such Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such
Senior Indebtedness.
Section 5.03. Liquidation;
Dissolution; Bankruptcy.
(a) In
the event of any (i) dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency or receivership or any proceeding for any of the foregoing, (ii) general assignment for the benefit of creditors,
or (iii) marshaling of any assets or liabilities for the benefit of creditors, all amounts due upon all Senior Indebtedness, which
includes interest accruing after the commencement of any proceeding, assignment or marshaling of assets described above, shall first be
paid in full, or payment thereof provided for in money in accordance with its terms, before any payment, whether in cash, property or
securities, is made by the Company on account of the principal of or interest on, the Notes; and upon any such event described in
clauses (i) through (iii) of this Section 5.03(a) (each, a “Proceeding”), any payment by the Company,
or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the
Trustee would be entitled to receive from the Company, except for the provisions of this Article Five, shall be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders
or by the Trustee under the Indenture if received by them or it, directly to the holders of such Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of such Senior Indebtedness held by such holders, as calculated by the Company and certified
to the Trustee or Holders, as applicable, in writing) or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the
Holders or to the Trustee.
(b) In
the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, prohibited by the foregoing shall be received by the Trustee or the Holders before all such Senior Indebtedness
is paid in full, or provision is made for such payment in money in accordance with its terms, and a Responsible Officer of the Trustee
or such Holder has actual knowledge that such payment should not have been made to it, such payment or distribution shall be held in trust
for the benefit of, and upon written direction from the Company or the trustee or other representative for such Senior Indebtedness shall
be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior Indebtedness.
(c) If
any Proceeding occurs, after the Company has paid in full all amounts owed on Senior Indebtedness, the Holders, together with the holders
of any of the Company’s other obligations that rank equally with the Notes, shall be entitled to receive from the Company’s
remaining assets any principal or Interest due at that time on the Notes and such other obligations before the Company shall make any
payment or other distribution on account of any of the Company’s capital stock or obligations ranking junior to the Notes.
(d) For
purposes of this Article Five, the words “cash, property or securities” shall not be deemed to include shares of stock
of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinated at least to the extent provided in this Article Five with respect to the Notes
to the payment of all Senior Indebtedness of the Company which may at the time be outstanding, provided that (i) such Senior
Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights
of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.
The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the
terms and conditions provided for in Article 5 of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 5.03 if such other Person shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article 5 of the Base Indenture. Nothing in Section 5.02 of this Supplemental
Indenture or in this Section 5.03 shall apply to subordinate claims of, or payments to, the Trustee under or pursuant to Sections
6.06 and 7.08 of the Base Indenture.
Section 5.04. Subrogation.
Senior Indebtedness shall only be deemed to have been paid in full if the holders of such Senior Indebtedness have received cash, securities
or other property which is equal to the amount of the outstanding Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness,
the rights of the Holders shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to
like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to such Senior Indebtedness until the principal of, and Interest on, the Notes shall be paid in
full. For purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property
or securities to which the Holders or the Trustee would be entitled except for the provisions of this Article Five, and no payments
pursuant to the provisions of this Article Five to or for the benefit of the holders of such Senior Indebtedness by the Holders or
the Trustee, shall, as between the Company, its creditors other than holders of such Senior Indebtedness, and the Holders, be deemed to
be a payment by the Company to or on account of such Senior Indebtedness.
Section 5.05. Relative
Rights. The provisions of this Article Five are and are intended solely for the purposes of defining the relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Five, elsewhere
in the Indenture or in the Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal
of, and Interest on, the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders and creditors of the Company, other than the holders of such Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law
upon default under the Indenture, subject to the rights, if any, under this Article Five of the holders of such Senior Indebtedness
in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy.
Section 5.06. Trustee
to Effectuate Subordination. Each Holder by such Holder’s acceptance of a Note authorizes and directs the Trustee on such Holder’s
behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Five and appoints
the Trustee such Holder’s attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company whether in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely filing
of a claim for the unpaid balance of the indebtedness of the Company owing to such Holder in the form required in such proceedings and
the causing of such claim to be approved. If the Trustee does not file a proper claim at least 30 days before the expiration of the time
to file such claim, then the holders of Senior Indebtedness and their agents, trustees or other representatives are authorized to do so
(but shall in no event be liable for any failure to do so) for and on behalf of the Holders.
Section 5.07. Notice
by the Company.
(a) The
Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit
the making of any payment of monies to or by the Trustee in respect of the Notes pursuant to the provisions of this Article Five.
Notwithstanding the provisions of this Article Five or any other provision of the Indenture or the Notes, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect
of the Notes pursuant to the provisions of this Article Five, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01 of the Base Indenture, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section 5.07(a) at least two Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including the payment of the principal of, or Interest on, any Note), then, notwithstanding
anything to the contrary in the Indenture or the Notes, but without limiting the rights and remedies of the holders of Senior Indebtedness
or any representative or trustee therefor, the Trustee shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within
two Business Days prior to such date.
(b) Notwithstanding
anything to the contrary in the Indenture or the Notes, nothing shall prevent any payment by the Company or the Trustee to the Holders
of monies in connection with a redemption of the Notes if notice of such redemption has been given pursuant to Article 3 or Section 8.01
of the Base Indenture prior to the receipt by the Trustee of written notice as aforesaid.
(c) The
Trustee, subject to the provisions of Section 7.01 of the Base Indenture, shall be entitled to conclusively rely on the delivery
to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder),
to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on behalf of any such holder or holders.
In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a
holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article Five, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Five, and, if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive such payment; provided, however, that the
Trustee shall have no duty to inquire or investigate the right of such Person to participate in any payment or distribution pursuant to
this Article Five.
Section 5.08. Reliance
on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this
Article Five, the Trustee, subject to the provisions of Section 7.01 of the Base Indenture, and the Holders shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate
of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Five.
Section 5.09. Rights
of the Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.
(a) The
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Five in respect of any Senior Indebtedness
at any time held by it, to the same extent as any other holder of such Senior Indebtedness, and nothing in the Indenture or the Notes
shall deprive the Trustee of any of its rights as such holder.
(b) For
the avoidance of doubt, nothing in this Article Five shall subordinate claims of, or payments to, the Trustee under or pursuant to
Section 7.08 of the Base Indenture, which such claims or payments constitute Senior Indebtedness.
Section 5.10. Trustee
Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set forth in this Article Five, and no implied covenants
or obligations with respect to the holders of such Senior Indebtedness shall be read into the Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article 7
of the Base Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to the
Holders, the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of
this Article Five or otherwise.
Section 5.11. Subordination
May Not Be Impaired.
(a) No
right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the Company, or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of the Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.
(b) Without
in any way limiting the generality of the foregoing, the holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders, without incurring responsibility to such Holders and without impairing or releasing
the subordination provided in this Article Five or the obligations hereunder of the Holders to the holders of such Senior Indebtedness,
do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew
or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing
the same or any agreement under which such Senior Indebtedness is outstanding, (ii) permit the Company to borrow, repay and then
reborrow any or all of the Senior Indebtedness, (iii) sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing such Senior Indebtedness, (iv) release any Person liable in any manner for the collection of such Senior Indebtedness,
(v) exercise or refrain from exercising any rights against the Company and any other Person and (vi) apply any sums received
by them to Senior Indebtedness.
Section 5.12. Article Applicable
to Paying Agents. In case at any time any Paying Agent for the Notes other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article Five shall (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying
Agent for the Notes were named in this Article Five in addition to or in place of, as applicable, the Trustee; provided,
however, that Sections 5.09 and 5.10 of this Supplemental Indenture shall not apply to the Company or any Affiliate of the Company
if it or such Affiliate acts as such Paying Agent.
ARTICLE Six
DEFAULTS AND REMEDIES
Section 6.01. Events
of Default.
(a) Section 6.01
of the Base Indenture shall be modified with respect to the Notes as set forth below:
(i) Clauses
(a), (b), (c) and (f) of Section 6.01 of the Base Indenture shall not apply to the Notes.
(ii) Clauses
(d) and (e) of Section 6.01 of the Base Indenture shall apply to the Notes.
(b) The
Trustee shall have no right or obligation under the Indenture or otherwise to exercise any remedies on behalf of any Holders pursuant
to the Indenture in connection with any Default, unless such remedies are available under the Indenture, and the Trustee is directed to
exercise such remedies pursuant to and subject to the conditions of Sections 6.12 and 7.02(g) of the Base Indenture, provided,
however, that this provision shall not affect the rights of the Trustee that are available under the Indenture with respect to
any Events of Default that may occur with respect to the Notes. In connection with any such exercise of remedies the Trustee shall be
entitled to the same immunities and protections and remedial rights (other than acceleration) as if such Default were an Event of Default.
(c) For
purposes of this Section 6.01 and the Base Indenture solely with respect to the Notes, the term “Default” means any of
the following events:
(i) default
in any payment of Interest in full on any Note for a period of 30 days after the conclusion of a five-year period following the commencement
of any Optional Deferral Period if such Optional Deferral Period has not ended prior to the conclusion of such five-year period;
(ii) default
in the payment of the principal on any Note when due at the Maturity Date, upon optional redemption, upon declaration or otherwise; or
(iii) default
in the observance or performance of any covenant or agreement contained in the Indenture or the Notes.
For the avoidance of doubt, and notwithstanding anything to the contrary
in the Indenture or the Notes, if the Company gives or is deemed to give, in accordance with Section 3.02 of this Supplemental Indenture,
a timely written notice of its election to commence or continue an Optional Deferral Period on any Interest Payment Date (and, if such
notice continues an Optional Deferral Period, such Optional Deferral Period has not continued for five years), then no default arises
under the Indenture (for the avoidance of doubt, including for purposes of Section 6.03 of the Base Indenture) from its non-payment
of interest on such Interest Payment Date.
ARTICLE Seven
MISCELLANEOUS
Section 7.01. Governing
Laws; Waiver of Jury Trial; Submission to Jurisdiction.
THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE
LAWS AND RULES 327(b).
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR BASED UPON THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT
IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO AND THE HOLDERS,
BY ACCEPTANCE OF THE NOTES, HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
Section 7.02. No
Adverse Interpretation of Other Agreements.
This Supplemental Indenture may not be used to
interpret another indenture (other than the Base Indenture), loan or debt agreement of the Company or a Subsidiary. Any such indenture,
loan or debt agreement may not be used to interpret this Supplemental Indenture (other than the Base Indenture).
Section 7.03. Successors.
All agreements of the Company in this Supplemental
Indenture and the Notes shall bind its successor. All agreements of the Trustee in this Supplemental Indenture shall bind its successor.
Section 7.04. Severability.
In case any provision in this Supplemental Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
Section 7.05. Force
Majeure.
In no event shall the Trustee or any Agent be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear
or natural catastrophes or acts of God, epidemics or pandemics, and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware) services; it being understood that the Trustee and such Agent shall use reasonable efforts that are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Section 7.06. Table
of Contents, Headings, Etc.
For the avoidance of doubt, the rules of construction
in Section 1.04 of the Base Indenture shall apply to this Supplemental Indenture as if set forth herein. The Table of Contents, Cross
Reference Table, and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
Section 7.07. Counterparts;
Electronic Signatures. This Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile or other
electronic imaging means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
Unless otherwise
provided herein, the words “execute”, “execution”, “signed”, and “signature” and words
of similar import used in or related to any document to be signed in connection with this Supplemental Indenture or any of the transactions
contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures
and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding
anything in the Indenture or the Notes to the contrary, the Trustee is under no obligation to agree to accept electronic signatures in
any form or in any format unless expressly agreed to by it pursuant to procedures approved by the Trustee.
Section 7.08. Confirmation
of Indenture; Conflicts. The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified
and confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to the Notes shall
be read, taken and construed as one and the same instrument. Solely with respect to the Notes, upon and after the execution of this Supplemental
Indenture, each reference in the Indenture, as amended by this Supplemental Indenture, to “this Indenture,” “hereunder,”
“hereof,” or words of like import referring to the Indenture shall mean and be a reference to the Indenture, as amended by
this Supplemental Indenture. To the extent of any inconsistency between the terms of the Indenture and this Supplemental Indenture, the
terms of this Supplemental Indenture will control.
Section 7.09. Trustee
Disclaimer. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture other than as to
the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those of the Company and
not the Trustee.
Section 7.10. Tax
Treatment. The Company agrees, and, by acceptance of a Note or a beneficial interest in a Note each Holder and any Person acquiring
a beneficial interest in a Note will be deemed to have agreed, in each case, that such Person intends that the Notes constitute indebtedness
and will treat the Notes as indebtedness for U.S. federal, state and local income tax purposes.
[Signature Pages Follow]
SIGNATURES
IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed, all as of the date first above.
| |
AMERICAN NATIONAL GROUP INC. |
| |
|
| |
By: |
/s/ Reza Syed |
| |
|
Name: Reza Syed |
| |
|
Title: Chief Financial Officer and Executive Vice
President |
[Signature Page to Third Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
| By: |
/s/ Iris Munoz |
|
| |
Name:
Iris Munoz |
|
| |
Title: Assistant Vice President |
|
[Signature Page to Third Supplemental Indenture]
EXHIBIT A
FORM
OF
7.000% FIXED-RATE RESET JUNIOR SUBORDINATED NOTE
DUE 2055
[FORM OF FACE OF NOTE]
THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”)
OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS A BENEFICIAL INTEREST HEREIN.
| No. [ ] | | $[ ]
CUSIP No. 025676 AR8
ISIN No. US025676AR82
|
AMERICAN NATIONAL GROUP INC.
7.000% FIXED-RATE RESET JUNIOR SUBORDINATED
NOTES DUE 2055
AMERICAN NATIONAL GROUP INC., a corporation in
existence under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of $[ ][as may be increased or decreased on the
attached Schedule of Increases and Decreases of Global Notes] on December 1, 2055 (the “Maturity Date”), and,
subject to the Company’s right to defer interest payments as set forth in Article Three of the Supplemental Indenture (as defined
below), to pay interest on said principal sum semi-annually on June 1 and December 1, commencing December 1, 2025 (each,
an “Interest Payment Date”), at the applicable rate or rates specified in the Supplemental Indenture from August 22,
2025, or from the most recent date in respect of which interest has been paid or duly provided for, until payment of the principal sum
has been made or duly provided for. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will
be paid to the Person in whose name this Note (or one or more predecessor Securities) is registered at the close of business on the record
date for such Interest Payment Date, which shall be the May 15 and November 15 (whether or not a Business Day (as defined below))
immediately preceding such Interest Payment Date. However, notwithstanding anything to the contrary herein or in the Indenture (as defined
below), Interest that the Company pays on the Maturity Date, the date of any earlier accelerated maturity of the Notes or a Redemption
Date (for the avoidance of doubt, including on the last day of an Optional Deferral Period, if ending on any such date) will be payable
to the Person to whom the principal will be payable.
So long as no Event of Default with respect to
the Notes has occurred and is continuing, the Company may, in its sole discretion, defer interest payments on the Notes for one or more
Optional Deferral Periods of up to five consecutive years each. For the avoidance of doubt, no Optional Deferral Period may extend beyond
the Maturity Date, the earlier accelerated maturity date of the Notes or other redemption in full of the Notes. During an Optional Deferral
Period, interest will continue to accrue at the then-applicable interest rate on the Notes, and deferred interest payments will accrue
additional interest at the then-applicable interest rate on the Notes, compounded semi-annually as of each Interest Payment Date, to the
extent permitted by applicable law.
At the end of an Optional Deferral Period, the
Company must pay all accrued and unpaid deferred interest, including compounded interest. The payment of such accrued and unpaid deferred
interest, including compounded interest, shall be made on the last day of such Optional Deferral Period, to the Holders at the close of
business on the immediately preceding Record Date for the Interest Payment Date at the end of such Optional Deferral Period or, if an
Optional Deferral Period ends on the Maturity Date, the date of any earlier accelerated maturity of the Notes or a Redemption Date, to
the Person to whom the principal will be payable.
At least two Business Days prior to the conclusion
of an Optional Deferral Period, the Company shall provide written notice to the Trustee that such Optional Deferral Period will be concluding
and the amount of Interest the Company will pay on the last day of such Optional Deferral Period.
If, at the end of any Optional Deferral Period,
the Company has paid all deferred interest due on the Notes, including compounded interest, the Company shall have the right to elect
to begin a new Optional Deferral Period pursuant to the Indenture.
The Company shall provide to the Trustee and the
Holders written notice of its election to commence or continue any Optional Deferral Period at least one and not more than 60 Business
Days prior to the applicable Interest Payment Date (subject to the applicable procedures of DTC). Whether or not notice pursuant to the
Indenture is given, the Company’s failure to pay interest on the Notes on any Interest Payment Date shall itself constitute the
commencement of an Optional Deferral Period unless the Company deposits with the Paying Agent, in trust for the benefit of the Holders,
such interest in full (including interest on such interest from and including the applicable Interest Payment Date to but excluding the
date interest is actually paid) within five Business Days after such Interest Payment Date. If the Company shall determine to pay such
interest within such five Business Day period, the Company shall provide written notice to the Trustee at least one Business Day prior
to the date on which the Company deposits the funds, including the amount the Company will deposit.
Payment of the principal of and Interest on this
Note will be made at the Place of Payment in Dollars as more fully provided in the Indenture.
The indebtedness evidenced by this Note is, to
the extent and in the manner provided in Article Five of the Supplemental Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to such subordination provisions in the Supplemental
Indenture. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on such Holder’s behalf to take such actions as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.
Reference is made to the further provisions of
this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate
of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated
therein referred to in the within-mentioned Indenture.
| |
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee |
| |
|
| |
By: |
|
| |
|
Authorized Signatory |
| |
|
| |
Dated: |
|
[FORM OF REVERSE OF NOTE]
AMERICAN NATIONAL GROUP INC.
7.000% FIXED-RATE RESET JUNIOR SUBORDINATED
NOTES DUE 2055
This Note is one of a duly authorized issue of
debentures, notes or other debt instruments of the Company (herein called the “Securities”), issued and to be issued
in one or more Series under an Indenture dated as of October 2, 2024 (the “Base Indenture”), as supplemented
by the Third Supplemental Indenture dated as of August 22, 2025 (the “Supplemental Indenture” and, together with
the Base Indenture, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (herein
called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and any other
supplemental indenture thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee,
and the Holders of the Securities, the terms upon which the Securities are, and are to be, authenticated and delivered, and the definition
of capitalized terms used herein and not otherwise defined herein. The Securities may be issued in one or more Series, which different
Series may be issued in various aggregate principal amounts, may be denominated in different currencies, may mature at different
times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and Events
of Default, and may otherwise vary as provided in the Indenture. This Note is one of a Series of Securities of the Company designated
as set forth on the face hereof (herein called the “Notes”), initially limited in aggregate principal amount to $500,000,000.
Interest on the Notes will be payable semi-annually
in arrears on each Interest Payment Date, subject to deferral as provided in Article Three of the Supplemental Indenture. If any
Interest Payment Date, the Maturity Date or any earlier repayment date falls on a day that is not a Business Day, then payment of Interest
or principal that would otherwise be payable on such date will be made on the next succeeding Business Day, and no interest will accrue
on the amount so payable for the period from such Interest Payment Date, Maturity Date or earlier repayment date, as the case may be,
to the date payment is made. Interest on the Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.
The Notes may be redeemed at the option of the
Company prior to their Stated Maturity, as provided in Article Four of the Supplemental Indenture.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each Series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
at least a majority of the outstanding aggregate principal amount of the Securities of each Series to be affected by such amendment
or modification. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the outstanding
Securities of each Series to be affected by such waiver, on behalf of the Holders of Securities of such Series, to waive compliance
by the Company with certain provisions of the Indenture or the Securities with respect to such Series. Once effective, any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and
of any Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
The Indenture contains provisions setting forth
certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the
Indenture.
If an Event of Default with respect to the Notes
occurs and is continuing, the principal amount hereof shall become immediately due and payable in the manner and with the effect provided
in the Indenture, provided that in any such case the payment of principal and Interest on such Notes shall remain subordinated
to the extent provided in Article Five of the Supplemental Indenture.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and Interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registerable in the Security register, upon surrender of this Note for
registration of transfer at the office or agency of the Company duly endorsed, or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Registrar and duly executed by the Holder hereof or his attorney duly authorized
in writing, and thereupon the Company shall execute, and, upon receipt by the Trustee of a Company Order, the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Series of any authorized
denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by the Indenture.
The Notes are issuable only in registered
form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, this Note may be exchanged for other Securities of the same Series of
any authorized denominations and of a like aggregate principal amount, upon surrender of this Note at the office or agency of the
Company.
No service charge shall be made to any Holder for
any such registration of, transfer or exchange of this Note, but the Company or the Trustee may require payment by the Holder of a sum
sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection therewith.
Prior to the presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat the Person in whose name this Note
is registered on the Security register as the absolute owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.
The Company may, without the consent of the existing
holders of the Notes, issue Additional Notes of this Series having the same terms (except the issue date, the date from which
interest accrues and, in some cases, the first interest payment date) so that existing Notes and Additional Notes form the same series
under the Indenture; provided, however, that if any such Additional Notes are not fungible with the existing Notes for U.S.
federal income tax purposes, such Additional Notes will have a separate CUSIP number.
The Company agrees, and, by acceptance of a Note
or a beneficial interest in a Note each Holder and any Person acquiring a beneficial interest in a Note will be deemed to have agreed,
in each case, that such Person intends that the Notes constitute indebtedness and will treat the Notes as indebtedness for U.S. federal,
state and local income tax purposes.
This Note shall be governed by and interpreted
in accordance with the laws of the State of New York.
All terms used in this Note which are defined
in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer such Note on the books of the Company, with full power of substitution in the premises.
Dated: ____________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.
SCHEDULE OF INCREASES AND DECREASES OF THE GLOBAL
NOTE*
The initial outstanding principal amount of this
Global Note is $___________. The following increases and decreases of interests in this Global Note, have been made:
|
Date of
Exchange |
Amount of
decrease
in
Principal
Amount of this
Global Note |
Amount of
increase
in
Principal
Amount of this
Global Note |
Principal
Amount
of this
Global Note
following such
decrease or
increase |
Signature of
authorized
officer of
Trustee or Note
Custodian |
| |
|
|
|
|
_______________________
* This schedule should be included only if the Note is issued in global form.
