exhibit103letteragreeeme






                                                                February 25, 2019   FedNat Holding Company  14050 N.W. 14th Street, Suite 180   Sunrise, Florida  33323   Attention:  Ronald A. Jordan, Chief Financial Officer   Re:   Redemption of Senior Unsecured Fixed Rate Notes Due 2022   Ladies and Gentlemen:    Reference is made to the Indenture dated as of December 28, 2017 (the “Base Indenture”), as  amended and  supplemented  by  Supplemental  Indenture  No.  2  dated  as  of  December  29,  2017  (the  “Supplemental  Indenture” and, together with the Base Indenture, the “Indenture”), each among FedNat Holding Company  (formerly known as Federated National Holding Company), a Florida corporation (the “Company”), The  Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London Branch, as Paying Agent  and The Bank of New York Mellon, SA/NV, Luxembourg Branch, as Registrar. Capitalized terms used  but not defined herein shall have the respective meanings assigned to them in the Indenture.   The  undersigned,  constituting  Holders  of  a  majority  in  principal  amount  of  the  outstanding Senior  Unsecured Fixed Rate Notes due 2022 (the “2022 Senior Notes”) issued by the Company pursuant to the  Indenture, hereby state and agree, as follows:    1.   Section 5.1(a) of the Indenture provides that the 2022 Senior Notes shall not be redeemable by        the Company in whole or in part at any time, except as contemplated therein at the option of the        Holders of the 2022 Senior Notes, including in connection with a Change of Control. Consistent        with Section 5.1(a) of the Indenture, the undersigned hereby agrees to the redemption by the        Company  of  the  2022  Senior  Notes,  on  such  terms  as  specifically  set  forth  in  the  Officers’        Certificate executed by the Company in favor of the Trustee attached as Exhibit A hereto and in        the Notice of Redemption by the Company to the undersigned attached as Exhibit B hereto (such        redemption, the “Redemption”).     2.   The undersigned waives any and all past, present or future default, Default, Event of Default or        non-compliance  with  the  provisions  of  the  Indenture  that  may  arise  in  connection  with  the        Redemption.    3.   The Trustee, Paying Agent and Registrar may rely on this letter agreement, in connection with the        performance of its duties under the Indenture in relation to the Redemption.                                      [Signature pages follow]                                             Sincerely,1                                                                                   Athene Annuity & Life Assurance Company                                                    1 Note to Draft: Signature block lifted from FedNat-Athene 2017 NPA. Athene to confirm and update as needed.  





 






By: Athene Asset Management, L.P., its investment  manager  By: AAM GP Ltd., its general partner        By:   /s/ James Kenney                          Name:    James Kenney  Title:   Authorized Signatory      Athene Annuity and Life Company  By: Athene Asset Management, L.P., its investment  manager  By: AAM GP Ltd., its general partner        By:   /s/ James Kenney                 Name:    James Kenney  Title:   Authorized Signatory  





 






                                                                                  ACKNOWLEDGED AND AGREED  AS OF THE DATE FIRST ABOVE  WRITTEN BY:   FedNat Holding Company    By:   /s/ Ronald A. Jordan               Name: Ronald A. Jordan     Title: Chief Financial Officer     





 






                                                                     Exhibit A                           FEDNAT HOLDING COMPANY                             OFFICERS’ CERTIFICATE                                 FEBRUARY 25, 2019         Pursuant to Sections 5.1(a) and 5.2 of the Indenture dated as of December 28, 2017 among  FedNat Holding Company, f/k/a Federated National Holding Company, a Florida corporation (the  “Company”), The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London  Branch,  as  Paying  Agent  and  The  Bank  of  New  York  Mellon,  SA/NV,  Luxembourg  Branch,  as  Registrar (as amended or supplemented, the “Indenture”), the undersigned officers of the Company  do hereby certify, in their capacities as officers of the Company and in the name and on behalf of the  Company, in connection with the Company’s election to redeem the Senior Unsecured Floating Rate  Notes Due 2022 (the “ 2022 Notes”) as follows:         1.    The redemptions of the 2022 Notes shall occur pursuant to an agreement negotiated  between the Company and the holders of the 2022 Notes.          2.    The Redemption Date shall be March 5, 2019 (subject to adjustment).                                                 3.    The principal amount of the 2022 Notes to be redeemed is $20,000,000, representing  100% of the 2022 Notes outstanding.         4.    The Redemption Price is 112.5% of the outstanding principal amount of the 2022  Notes to be redeemed, which equates to $22,500,000.         All capitalized terms not otherwise defined herein shall have the meanings assigned to such  terms in the Indenture.         IN WITNESS WHEREOF, Company has duly executed this Officer’s Certificate, effective  as of the date set forth above.                                        FEDNAT HOLDING COMPANY,                                a Florida corporation                                    By:__/s/ Michael H. Braun_________________________                                      Michael H. Braun                                      Chief Executive Officer                                  By:__/s/ Ronald A. Jordan_________________________                                       Ronald A. Jordan                                      Chief Financial Officer                                                  





 






                                                                      Exhibit B                                                                     NOTICE OF REDEMPTION                      of Senior Unsecured Fixed Rate Notes due 2022           of FedNat Holding Company, f/k/a Federated National Holding Company                             (ISIN No. [XS1744725562])2                                                                                                                    February 25, 2019                                                     To the  Holders the FedNat  Holding  Company’s  (f/k/a  Federated National  Holding  Company) Senior Unsecured Fixed Rate Notes due 2022:           This notice is being given to you as a holder of our Senior Unsecured Fixed Rate Notes due  2022 (the “2022 Notes”) pursuant to Section 5.4 of the Indenture dated December 28, 2017 among  FedNat Holding Company, f/k/a Federated National Holding Company (“FedNat”), The Bank of  New  York  Mellon, as  trustee  (in  such  capacity,  the  “Trustee”), The  Bank  of  New  York  Mellon,  London Branch, as paying agent (in such capacity the “Paying Agent”), and The Bank of New York  Mellon SA/NV, Luxembourg Branch, as registrar (as amended or supplemented, the “Indenture”),  that FedNat has elected to redeem all of the Senior Unsecured Fixed Rate Notes Due 2022 (the “2022  Notes”) held by you.  Such redemption of the 2022 Notes is being made pursuant to Section 5.1(a) of  the Indenture and an agreement negotiated between the Company and the holders of the 2022 Notes.           FedNat shall redeem all of the 2022 Notes on or about March 5, 2019 (the “Redemption  Date”).  The redemption price shall be $22,500,000, which is equal to 112.5% of the outstanding  principal  amount  of  the 2022 Notes  to  be  redeemed.   Accrued  interest, to,  but  excluding  the  Redemption Date equals $ $297,777.78.  On the Redemption Date, the redemption price and accrued  interest to, but excluding, the Redemption Date in the amount of $22,797,777.78 shall become due  and  payable  upon  each 2022 Note  to  be  redeemed,  and,  unless  FedNat  defaults  in  making  the  redemption payment, that interest on the 2022 Notes called for redemption shall cease to accrue on  or after said date.          The 2022 Notes shall be surrendered for payment of the redemption price and accrued interest  to the Paying Agent at the following address:                        The Bank of New York Mellon, London Branch                                 London EC2N 2DB                                  United Kingdom                         Attention: International Corporate Trust                                           The 2022 Notes called for redemption must be surrendered in accordance with the procedures of the  Depositaries or to the Paying Agent to collect the redemption price.                                                    2 The ISIN number appearing herein has been included solely for the convenience of the holders of the Notes. Neither FedNat nor  the Trustee shall be responsible for the selection or use of any such ISIN number nor is any representation made as to its correctness  or accuracy on the Notes or as indicated.        





 






                                                                      Exhibit B           Should you have any questions concerning the foregoing, please do not hesitate to contact the  undersigned.                                      Very truly yours,                                  FEDNAT HOLDING COMPANY, F/K/A                                FEDERATED NATIONAL HOLDING COMPANY                                    __/s/ Michael H. Braun_________________________                                Michael H. Braun                                Chief Executive Officer