exhibit101atheneletterto






                                                                   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  100%  of  the  outstanding  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 applicable 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,     Athene Annuity & Life Assurance 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      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                                  Officers’ Certificate                           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                             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])1                                   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                                                                                             1 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.       





 






   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.          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