Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of February 28, 2023 (this “Supplemental Indenture”), among Assurant, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, dated as of March 28, 2013 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), pursuant to which the Company issued, and the Trustee authenticated and delivered, from time to time, certain securities which are, as of the date hereof, determined to be Outstanding Securities (as such terms are defined in the Base Indenture) under the Base Indenture, and pursuant to which the Company may issue Securities from time to time in the future (the “New Securities”);
WHEREAS, pursuant to Section 901(5) of the Base Indenture, without the consent of any Holder, the Company and the Trustee may enter into one or more indentures supplemental to the Base Indenture to add to, change or eliminate any of the provisions of the Base Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;
WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Company have been satisfied.
NOW, THEREFORE, for and in consideration of the premises and the purchase of the New Securities by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the New Securities, and do hereby supplement and amend the Base Indenture pursuant to Section 901(5) without the consent of any Holder as follows:
ARTICLE ONE
DEFINITIONS
Section 101. Definitions. Capitalized terms that are defined in the preamble or the recitals hereto shall have such meanings throughout this Supplemental Indenture. Capitalized terms used but not defined in this Supplemental Indenture have the meanings assigned thereto in the Base Indenture. The meanings assigned to all defined terms used in this Supplemental Indenture shall be equally applicable to both the singular and plural forms of such defined terms.