ENSTAR GROUP LIMITED 3.100% Senior Notes due 2031 UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2021 • Enstar Group LTD • Fire, marine & casualty insurance • New York
Conditions to Redemption and Repayment; Replacement Capital Covenant: Notwithstanding anything to the contrary set forth herein, (i) prior to March 31, 2025, the Notes may be redeemed only with BMA Approval, and (ii) the Notes may not be redeemed at any time or repaid prior to the Final Maturity Date if the Enhanced Capital Requirement would be breached immediately before or after giving effect to the redemption or repayment of such Notes, unless, in the case of each of clauses (i) and (ii), the Issuer or a subsidiary of the Issuer replaces the capital represented by the Notes to be redeemed or repaid with capital having equal or better capital treatment as the Notes under the Group Rules, provided that if under Applicable Supervisory Regulations no such consent is required at the time in order for the Notes to qualify, or continue to qualify, as applicable, as Tier 3 Capital of the Issuer or the Insurance Group, clause (i) shall not apply (collectively, the “BMA Redemption Requirement
ENSTAR GROUP LIMITEDANDTHE BANK OF NEW YORK MELLON, as TRUSTEE_________________FOURTH SUPPLEMENTAL INDENTUREDated as of August 24, 2021 toSENIOR INDENTUREDated as of March 10, 2017_________________3.100% Senior Notes due 2031Enstar Group LTD • August 24th, 2021 • Fire, marine & casualty insurance • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of August 24, 2021 (this “Supplemental Indenture”), between Enstar Group Limited, an exempted company formed under the laws of Bermuda (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), under the Indenture (as defined below).
