0001006837-25-000097 Sample Contracts
Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE 5 [AM_ACTIVE 407224243_17] INDENTURE dated as of August 4, 2025, among INNOVATE Corp., a Delaware corporation, the Subsidiary Guarantors (as defined herein), and U.S....Indenture • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • New York
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 4, 2025, between INNOVATE Corp. (f/k/a HC2 Holdings, Inc.), a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 4, 2025, by and among INNOVATE Corp. (f/k/a HC2 Holdings, Inc.), a Delaware corporation (the “Company”), the subsidiary guarantors party to the Indenture referred to below (the “Subsidiary Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”) under the Indenture referred to below.
TENTH OMNIBUS AMENDMENT TO SECURED NOTES AND LIMITED CONSENT TO MSD SECURED NOTE AND INTERCREDITOR AGREEMENTTenth Omnibus Amendment to Secured Notes and Limited Consent • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products
This TENTH OMNIBUS AMENDMENT TO SECURED NOTES AND LIMITED CONSENT TO MSD SECURED NOTE AND INTERCREDITOR AGREEMENT (this “Amendment”), is entered into as of August 4, 2025, by and among HC2 STATION GROUP, INC., HC2 BROADCASTING INC., HC2 NETWORK INC., DTV AMERICA CORPORATION (collectively, the “Subsidiary Borrowers”), HC2 BROADCASTING INTERMEDIATE HOLDINGS INC. (the “Intermediate Parent”), HC2 BROADCASTING HOLDINGS INC. (the “Parent Borrower” and, together with the Intermediate Parent and the Subsidiary Borrowers, the “Borrowers” and each, a “Borrower”), MSD PCOF PARTNERS XVIII, LLC (“MSD”), MASSMUTUAL ASCEND LIFE INSURANCE COMPANY (“MassMutual”), and GREAT AMERICAN INSURANCE COMPANY (“GAIC”, and, together with MassMutual, “Great American”, and Great American, together with MSD, the “Lenders”).
INNOVATE CORP. SUBORDINATED SECURED PROMISSORY NOTESubordinated Secured Promissory Note • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • New York
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, INNOVATE CORP., a Delaware corporation (the “Borrower” or the “Company”), hereby unconditionally promises to pay to the order of CONTINENTAL GENERAL INSURANCE COMPANY or its assigns (the “Noteholder”, and together with the Borrower, the “Parties”), the principal amount of Forty-Two Million Nine Hundred Eighty-Three Seventy 27/100 Dollars ($42,983,070.27) (the “Loan”), together with all accrued interest thereon as provided in this Subordinated Secured Promissory Note (this “Note”). This Subordinated Secured Promissory Note amends, restates and supersedes in its entirety the original Subordinated Unsecured Promissory Note entered into by the parties on May 9, 2023 (the “Prior Note”). Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Noteholder pursuant to this Note are expressly subject and subordinate to the liens and security interests granted to (w) U.S. Ban
AMENDMENT NO. 4 OF SENIOR SECURED PROMISSORY NOTESenior Secured Promissory Note • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • Delaware
This Amendment No. 4 of Senior Secured Promissory Note (this “Amendment”), dated effective as of July 31, 2025 (the “Effective Date”), is entered into by and between R2 Technologies, Inc., a Delaware corporation (the “Company”), and Lancer Capital LLC (“Investor”). Capitalized terms used herein, but not otherwise defined herein, shall have the meaning assigned to them in the Note (as defined below).
ContractIndenture • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • New York
ContractEighth Amendment to Credit Agreement • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • New York
August 4, 2025 Mass Mutual Ascend Life Insurance Company c/o Barings LLC Charlotte, NC 28202 Great American Insurance Company c/o American Money Management Corporation MSD PCOF Partners XVIII, LLC New York, NY 10022 Re: Side Letter Agreement Re: Note...Side Letter Agreement • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products
Reference is made to that certain (i) Amended and Restated Secured Note dated as of October 24, 2019 (as amended as set forth below and as may be further amended, restated, supplemented or otherwise modified from time to time the “GAIC and MM Secured Note”), by and among HC2 STATION GROUP, INC., HC2 BROADCASTING INC., HC2 NETWORK INC., DTV AMERICA CORPORATION, HC2 BROADCASTING INTERMEDIATE HOLDINGS INC., HC2 BROADCASTING HOLDINGS INC. (collectively, the “Borrowers”), MASSMUTUAL ASCEND LIFE INSURANCE COMPANY (“MassMutual”) and GREAT AMERICAN INSURANCE COMPANY (“GAIC” and together with MassMutual, collectively the “Specified Lenders”) and (ii) Secured Note dated as of October 24, 2019 (as amended as set forth below and as may be further amended, restated, supplemented or otherwise modified from time to time the “MSD Secured Note” and together with the GAIC and MM Secured Note, collectively the “Secured Notes”), by and among the Borrowers and MSD PCOF PARTNERS XVII, LLC (“MSD” and togethe
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 5th, 2025 • INNOVATE Corp. • Fabricated structural metal products • New York
This SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 31, 2025 (this “Agreement”), among INNOVATE CORP., a Delaware corporation (the “Borrower”), DBM GLOBAL INTERMEDIATE HOLDCO INC., a Delaware corporation (“DBM Intermediate”), INNOVATE 2 CORP., a Delaware corporation (“Innovate 2” and, together with DBM Intermediate, the “Guarantors”), and MSD PCOF PARTNERS IX, LLC (the “Lender”).