AMENDMENT TO LOAN AGREEMENT AND $400,000,000 PROMISSORY NOTE
Exhibit
10.2
AMENDMENT
TO
LOAN
AGREEMENT AND
$400,000,000
PROMISSORY NOTE
THIS AMENDMENT (this “Amendment”) is made as of July
31, 2008 among PartnerRe Ltd., as Borrower, Citibank, N.A., as Administrative
Agent, and Citibank, N.A., as Lender.
WHEREAS,
the Borrower, the Administrative Agent and the Lender are parties to a loan
agreement dated as of October 25, 2005 (the “Loan Agreement”);
WHEREAS, the Borrower, for value
received, executed and issued a $400,000,000 promissory note to the Lender dated
October 31, 2005 pursuant to the Loan Agreement (the “ Existing Note”);
WHEREAS, the Borrower, the
Administrative Agent and the Lender wish to amend the Loan Agreement on the
terms and conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of
their mutual covenants herein contained, the Borrower, the Administrative Agent
and the Lender hereto agree as follows:
Section 1. Terms Used but Not Defined
Herein. Capitalized terms used but not defined herein, except
for the term “Lender”, shall have the respective meanings given to them in the
Loan Agreement and the term “Lender” shall have the meaning given to it in the
Note.
Section 2. Amendment to the Loan
Agreement. The Advance on the Loan Agreement shall be
split into two Advances (the “2008 Advance” and the “2010 Advance”,
respectively), each with the terms set forth in the Loan Agreement, except
that:
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(a)
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The
aggregate principal amount of each of the 2008 Advance and the 2010
Advance shall be
$200,000,000.
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(b)
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Each
Advance will be evidenced by a separate Note in the manner set forth in
Section 2.2 of the Loan
Agreement.
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(c)
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Exhibit
A of the Loan Agreement shall be amended by (i) replacing the phrase “from
the date hereof” in the fifth and sixth lines of the first full paragraph
of such Exhibit A with the phrase “from, and including, July
28, 2008” and (ii) adding the phrase “, as amended from time to time”
immediately after the word “thereto” in the fourth line of the third full
paragraph of such Exhibit A.
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(d)
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The
following amendments shall be applicable only with respect to the 2010
Advance:
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(i)
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The
definition of “Interest Payment Dates” under Section 1.1 of the Loan
Agreement shall be amended by (i) adding the punctuation “,” immediately
after the date “January 26, 2009” in the third line of such definition and
(ii) replacing the phrase “and April 27, 2009” in the third and fourth
lines of such definition with the phrase “April 27, 2009, July 27, 2009,
October 26, 2009, January 25, 2010 and April 26,
2010”.
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(ii)
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The
definition of “Maturity Date” under Section 1.1 of the Loan Agreement
shall be amended by replacing the date “April 27, 2009” in such
definition with the date
“July 12, 2010”.
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(iii)
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The
definition of “Spread” under Section 1.1 of the Loan Agreement shall be
amended by replacing the phrase “0.50% per annum” in such definition with the phrase
“shall be
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1
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(iv)
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Exhibit
A of the Loan Agreement shall be amended by replacing the date “April 27,
2009” in the third line of the first full paragraph of such Exhibit A with
the date “July 12,
2010”.
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(e)
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For
the avoidance of doubt, all references in the Loan Agreement to the
“Advance” shall be deemed to be references to each of the 2008 Advance and
the 2010 Advance as the context
requires.
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Section 3. Exchange of
Notes. On the date hereof, the Existing Note shall be tendered
by the Lender to the Borrower for cancellation in exchange for Notes evidencing
each of the 2008 Advance and the 2010 Advance.
Section
4. Representations. Each
of the parties hereto represents that (i) it has all necessary corporate power
and authority to execute, deliver and perform its obligations contemplated by
this Amendment, (ii) such execution, delivery and performance have been duly
authorized by all necessary corporate action, and this Amendment has been duly
and validly executed and delivered and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms hereunder, and
(iii) this Amendment will not conflict with any agreement or instrument to which
it or any of its subsidiaries is a party or by which it or any of its
subsidiaries is bound.
Section 5. Effectiveness. This
Amendment shall become effective upon execution by the parties
hereto.
Section 6. Counterparts. This
Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if all of the signatures thereto and hereto
were upon the same instrument.
Section 7. Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York. The Borrower
hereby submits to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York state court
sitting in New York County for the purposes of all legal proceedings arising out
of or relating to this Amendment or the transactions contemplated in this
Amendment, the Loan Agreement and the Note. The Borrower irrevocably waives, to
the fullest extent permitted by applicable law, any objection that it may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum. The Borrower hereby irrevocably
designates, appoints and empowers the Service of Process Agent, as its designee,
appointee and agent to receive, accept and acknowledge for and on its behalf,
and in respect of its property, service of any and all legal process, summons,
notices and documents which may be served in any such action or proceeding
referred to in this Section 7. If for any reason such designee,
appointee and agent shall cease to be available to act as such, the Borrower
agrees to designate a new designee, appointee and agent on the terms and for the
purposes of this provision reasonably satisfactory to the Administrative
Agent.
Section 8. Waiver of Trial by
Jury. EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AMENDMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS AMENDMENT, THE LOAN AGREEMENT
AND THE NOTE.
Section 9. Effectiveness of the Loan
Agreement and the Note. Except as amended hereby, all the
terms of the Loan Agreement and the Note shall remain and continue in full force
and effect and are hereby confirmed in all respects.
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IN WITNESS WHEREOF, the parties have
signed this Amendment as of the date and year first above written.
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
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Title:
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EVP
& Chief Financial Officer
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Agreed
and accepted by:
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CITIBANK,
N.A.
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as
Administrative Agent
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By:
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/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇
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Authorized
Signatory
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CITIBANK,
N.A.
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as
Lender
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By:
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/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇
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Authorized
Signatory
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