PartnerRe Finance II Inc. Guaranteed by PartnerRe Ltd. Underwriting AgreementPartnerre LTD • November 7th, 2006 • Accident & health insurance • New York
PartnerRe Finance II Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), subject to the terms and conditions stated herein, an aggregate of $250,000,000 of its 6.44% Fixed-to-Floating Rate Junior Subordinated Capital Efficient Notes due 2066 (the “CENts”) pursuant to a Junior Subordinated Indenture and First Supplemental Junior Subordinated Indenture, each to be dated as of the Closing Date (together, the “Indenture”), to be entered into among the Company, PartnerRe Ltd., a Bermuda company (the “Guarantor”) and The Bank of New York, as Trustee (the “Indenture Trustee”). The CENts will be fully and unconditionally guaranteed on a subordinated basis by the Guarantor (the “Guarantee” and together with the CENts, the “Securities”) to the extent set forth in a Subordinated Debt Guarantee Agreement and the First Supplemental Subordinated Debt Guarantee Agreement, each to be dated as of the Clos
JUNIOR SUBORDINATED INDENTURE PARTNERRE FINANCE II INC., Issuer And PARTNERRE LTD., Guarantor To THE BANK OF NEW YORK, Trustee _______________ INDENTURE Dated as of November 7, 2006 Junior Subordinated Debt SecuritiesJunior Subordinated Indenture • November 7th, 2006 • Partnerre LTD • Accident & health insurance • New York
INDENTURE, dated as of November 7, 2006 (the “Indenture”), among PARTNERRE FINANCE II INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal executive office located at One Greenwich Plaza, Greenwich, Connecticut 06830-6352, PARTNERRE LTD., a company duly organized and existing under the laws of Bermuda (hereinafter called the “Guarantor”), having its principal executive office located at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York, a New York banking corporation (hereinafter called the “Trustee”), having its Corporate Trust Office located at 4 New York Plaza, 15th Floor, New York, New York 10004.
JUNIOR SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT BETWEEN PARTNERRE LTD. (AS GUARANTOR) AND THE BANK OF NEW YORK (AS GUARANTEE TRUSTEE) DATED AS OF NOVEMBER 7, 2006Subordinated Debt Securities Guarantee Agreement • November 7th, 2006 • Partnerre LTD • Accident & health insurance • New York
FIRST SUPPLEMENTAL JUNIOR SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT BETWEEN PARTNERRE LTD. (AS GUARANTOR) AND THE BANK OF NEW YORK (AS GUARANTEE TRUSTEE) DATED AS OF NOVEMBER 7, 2006Securities Guarantee Agreement • November 7th, 2006 • Partnerre LTD • Accident & health insurance • New York
This FIRST SUPPLEMENTAL JUNIOR SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT (this “Supplemental Guarantee Agreement” or this “Supplemental Guarantee”), dated as of November 7, 2006, is executed and delivered by PartnerRe Ltd., a Bermuda company (“PartnerRe” or the “Guarantor”), having its principal executive offices at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York, a New York banking corporation, having its office located at 4 New York Plaza, 15th Floor, New York, New York 10004, as trustee (the “Guarantee Trustee”), supplementing the Junior Subordinated Debt Securities Guarantee Agreement, dated as of November 7, 2006 (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 CENts (as defined herein) issued by PartnerRe Finance II Inc.,
