FIRST SUPPLEMENTAL DEBT SECURITIES GUARANTEE AGREEMENT BETWEEN PARTNERRE LTD. (AS GUARANTOR) AND THE BANK OF NEW YORK (AS GUARANTEE TRUSTEE) DATED AS OF MAY 27, 2008
Exhibit
4.4
FIRST
SUPPLEMENTAL DEBT SECURITIES
GUARANTEE
AGREEMENT
BETWEEN
(AS
GUARANTOR)
AND
THE BANK
OF NEW YORK
(AS
GUARANTEE TRUSTEE)
DATED AS
OF
MAY 27,
2008
TABLE OF
CONTENTS
Page
ARTICLE
1
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|
Definitions
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Section
1.01. Definitions
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1
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ARTICLE
2
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No
Additional Amounts
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Section
2.01. No
Additional Amounts
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3
|
ARTICLE
3
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Termination
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Section
3.01. Termination
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3
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ARTICLE
4
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Other
Provisions
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|
Section
4.01. Tax
Treatment of the Notes
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3
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ARTICLE
5
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Miscellaneous
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|
Section
5.01. Amendments
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3
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Section
5.02. Governing
Law
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3
|
i
FIRST
SUPPLEMENTAL DEBT SECURITIES GUARANTEE AGREEMENT
This FIRST
SUPPLEMENTAL DEBT SECURITIES GUARANTEE AGREEMENT (this “Supplemental Guarantee
Agreement” or this “Supplemental Guarantee”),
dated as of May 27, 2008, is executed and delivered by PartnerRe Ltd., a Bermuda
company (“PartnerRe” or
the “Guarantor”), having
its principal executive offices at 00 Xxxxx Xxx Xxxx, Xxxxxxxx XX 00, Bermuda,
and The Bank of New York, a New York banking corporation, having its office
located at 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000, as trustee
(the “Guarantee
Trustee”), supplementing the Debt Securities Guarantee Agreement, dated
as of May 27, 2008 (the “Base
Guarantee Agreement” or the “Base Guarantee” and, together
with this Supplemental Guarantee Agreement or this Supplemental Guarantee, the
“Agreement” or the
“Guarantee”), for the
benefit of the Holders (as defined in the Base Guarantee Agreement) from time to
time of the Notes (as defined herein) issued by PartnerRe Finance A LLC, a
Delaware limited liability company (the “Issuer” or the “Company”).
WHEREAS,
pursuant to an Indenture, dated as of May 27, 2008 (the “Base Indenture”), as amended
by a First Supplemental Indenture, dated as of May 27, 2008 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), among the Issuer,
the Guarantor and The Bank of New York, a New York banking corporation, as
trustee thereunder, the Issuer is initially issuing $250,000,000 aggregate
principal amount of its 6.875% Senior Notes due 2018 (the “Notes”).
WHEREAS,
as incentive for the Holders (as defined in the Indenture) to purchase such
Notes, the Guarantor desires irrevocably and unconditionally, to guarantee the
obligations of the Issuer under the Indenture.
NOW,
THEREFORE, in consideration of the purchase and acceptance of the Notes by the
Holders thereof, which purchase the Guarantor hereby agrees shall indirectly
benefit the Guarantor, the Guarantor executes and delivers this Supplemental
Guarantee Agreement for the benefit of the Holders.
ARTICLE
1
Definitions
Section
1.01 . Definitions. Unless
the context otherwise requires:
(a) a term not
defined herein that is defined in the Base Guarantee Agreement or the Indenture
has the same meaning when used in this Supplemental Guarantee
Agreement;
(b) the
definition of any term in this Supplemental Guarantee Agreement that is also
defined in the Base Guarantee Agreement or the Indenture shall supersede the
definition of such term in the Base Guarantee Agreement and the
Indenture;
(c) references
in the Base Guarantee Agreement to the Indenture shall be taken to be references
to the Base Indenture as amended by the First Supplemental
Indenture;
(d) a term
defined anywhere in this Supplemental Guarantee Agreement has the same meaning
throughout;
(e) the
singular includes the plural and vice versa;
(f) headings
are for convenience of reference only and do not affect
interpretation;
(g) the
following terms have the meanings given to them in this Section
1.01(g):
“Agreement” or “Guarantee” has the meaning set
forth in the preamble hereto.
“Base Guarantee Agreement” or
“Base Guarantee” has the
meaning set forth in the preamble hereto.
“Base Indenture” has the
meaning set forth in the preamble hereto.
“First Supplemental Indenture”
has the meaning set forth in the preamble hereto.
“Guarantee Trustee” has the
meaning set forth in the preamble hereto.
“Indenture” has the meaning set
forth in the preamble hereto.
“Issuer” or “Company” has the meaning set
forth in the preamble hereto.
“PartnerRe” or “Guarantor” has the meaning set
forth in the preamble hereto.
“Supplemental Guarantee
Agreement” or “Supplemental Guarantee” has
the meaning set forth in the preamble hereto.
2
ARTICLE
2
No
Additional Amounts
Section
2.01 . No Additional
Amounts. Notwithstanding Section 5.08 of the Base Guarantee
Agreement, the Guarantor will not be required to pay any Additional Amounts with
respect to the Notes or the Guarantee.
ARTICLE
3
Termination
Section
3.01 . Termination. This
Guarantee shall terminate and be of no further force and effect upon full
payment of the Redemption Price of all Notes and all other amounts then due and
payable under the Indenture. Notwithstanding the foregoing, this Agreement will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid with respect to the Notes
under this Agreement.
ARTICLE
4
Other
Provisions
Section
4.01 . Tax Treatment of the
Notes. The Guarantor agrees to treat the Notes as indebtedness
of PartnerRe U.S. Corporation for United States federal, state and local tax
purposes.
ARTICLE
5
Miscellaneous
Section
5.01 . Amendments. Except
with respect to any changes that do not adversely affect the rights of Holders
in any material respect (in which case no consent of Holders will be required)
and any changes to Sections 5.01 and 6.01 of the Base Guarantee Agreement, which
may only be amended in writing with the prior approval of each Holder of the
Notes then outstanding, this Agreement may only be amended in writing by the
parties hereto with the prior approval of the holders of a majority of the
aggregate principal amount of the Notes. The provisions of Article 15 of the
Base Indenture concerning meetings of Holders apply to the giving of such
approval.
Section
5.02 . Governing
Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
3
APPLICABLE
TO AGREEMENTS MADE AND PERFORMED IN THAT STATE.
[THE REST
OF THIS PAGE LEFT INTENTIONALLY BLANK]
4
THIS
SUPPLEMENTAL GUARANTEE AGREEMENT is executed as of the day and year first above
written.
as
Guarantor
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By:
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/s/ Xxxxxx Xxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxx | ||
Title: | Executive Vice President and Chief Financial Officer |
THE
BANK OF NEW YORK,
as
Guarantee Trustee
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By:
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/s/ Xxxxx Xxxxxxxx | ||
Name: | Xxxxx Xxxxxxxx | ||
Title: | Assistant Treasurer |