INDENTURE Dated as of December 23, 2002 $200,000,000 8.25% Guaranteed Subordinated Notes Due 2032 Irrevocably and Unconditionally Guaranteed on a Subordinated BasisConverium Holding Ag • April 18th, 2003 • Blank checks • New York
INDENTURE, dated as of December 23, 2002 among Converium Finance S.A., a société anonyme incorporated under the laws of Luxembourg (herein called the “Issuer”), having its principal office at 54 boulevard Napoleon, Ier, L-2210 Luxembourg, Converium AG and Converium Holding AG, corporations incorporated under Swiss law (herein called the “Guarantors”), having their principal offices at General Guisan Quai 26, 8002 Zurich, Switzerland, and Baarerstrasse 8, 6300 Zug, Switzerland, respectively, and JPMorgan Chase Bank, a New York banking corporation organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
SUBORDINATED GUARANTEEConverium Holding Ag • April 18th, 2003 • Blank checks
For value received, Converium AG and Converium Holding AG, corporations incorporated under Swiss law, having their registered offices at General Guisan-Quai 26, 8002 Zurich, Switzerland, and Baarerstrasse 8, 6300 Zug, Switzerland, respectively (herein called the “Guarantors”, which term includes any successor Person under the Indenture referred to in the Note upon which this Subordinated Guarantee is endorsed), jointly and severally, irrevocably and unconditionally agree, subject to the limitations set forth in this Subordinated Guarantee, to pay in full on a subordinated basis to the Holders of Notes from time to time, whether such rights under this Subordinated Guarantee are asserted by the Trustee or directly by any such Holder (without duplication of amounts theretofore paid by the Issuer or a Guarantor (including without duplication of amounts theretofore paid under the Subordinated Guarantee)), if, as and when due, regardless of any defense, right of setoff or counterclaim that t
Converium AG MDU Investments LimitedPut Option Agreement • April 18th, 2003 • Converium Holding Ag • Blank checks • London
PURCHASE AGREEMENTPurchase Agreement • April 18th, 2003 • Converium Holding Ag • Blank checks
Converium Finance S.A., 54 boulevard Napoléon Ier, 2210 Luxembourg, Luxembourg, a company established under the laws of Luxembourg (the “Buyer”)
ContractSupplemental Agreement • April 18th, 2003 • Converium Holding Ag • Blank checks
