FIRST SUPPLEMENTAL SENIOR DEBT SECURITIES GUARANTEE AGREEMENT BETWEEN PARTNERRE LTD. (AS GUARANTOR) AND THE BANK OF NEW YORK MELLON (AS GUARANTEE TRUSTEE) DATED AS OF MARCH 15, 2010
Exhibit
4.4
EXECUTION
COPY
FIRST SUPPLEMENTAL SENIOR DEBT
SECURITIES
GUARANTEE AGREEMENT
BETWEEN
(AS GUARANTOR)
AND
THE BANK OF NEW YORK MELLON
(AS GUARANTEE
TRUSTEE)
DATED AS OF
MARCH 15, 2010
TABLE OF CONTENTS
Page
ARTICLE 1
Definitions
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Section 1.01.
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Definitions
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1
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ARTICLE 2
No Additional
Amounts
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Section
2.01.
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No Additional
Amounts
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3
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ARTICLE 3
Termination
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Section 3.01.
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Termination
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3
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ARTICLE 4
Other
Provisions
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Section 4.01.
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Tax Treatment of the
Notes
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3
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ARTICLE 5
Miscellaneous
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Section 5.01.
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Amendments
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3
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Section 5.02.
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Governing
Law
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3
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i
FIRST SUPPLEMENTAL SENIOR DEBT
SECURITIES GUARANTEE AGREEMENT
This FIRST SUPPLEMENTAL SENIOR DEBT
SECURITIES GUARANTEE AGREEMENT (this “Supplemental
Guarantee Agreement” or
this “Supplemental
Guarantee”), dated as of
March 15, 2010, 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
Mellon, 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 Senior Debt Securities Guarantee Agreement, dated as of March 15, 2010 (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 B LLC, a Delaware limited liability
company (the “Issuer” or the “Company”).
WHEREAS, pursuant to an Indenture, dated
as of March 15, 2010 (the “Base
Indenture”), as amended by
a First Supplemental Indenture, dated as of March 15, 2010 (the “First Supplemental
Indenture” and, together
with the Base Indenture, the “Indenture”), among the Issuer, the Guarantor and
The Bank of New York Mellon, a New York banking corporation, as trustee
thereunder, the Issuer is initially issuing $500,000,000 aggregate principal
amount of its 5.500% Senior Notes due 2020 (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. 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 APPLICABLE TO AGREEMENTS MADE AND
PERFORMED IN THAT STATE.
[THE REST OF THIS PAGE LEFT
INTENTIONALLY BLANK]
3
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/ Xxxxxxx Xxxxxxx | |
Name: Xxxxxxx
Xxxxxxx
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Title: Group Finance
Director
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THE BANK OF NEW YORK MELLON,
as Guarantee
Trustee
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By:
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/s/ Xxxxxx X. Xxxxxx | |
Name: Xxxxxx X.
Xxxxxx
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Title: Vice
President
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