EXHIBIT 4.15
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FORM OF
JUNIOR SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT
BETWEEN
PARTNERRE LTD.
(AS GUARANTOR)
AND
THE CHASE MANHATTAN BANK
(AS GUARANTEE TRUSTEE)
DATED AS OF
________________, 2001
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TABLE OF CONTENTS
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Page
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ARTICLE I
DEFINITIONS ........................................................................ 1
SECTION 1.1 Definitions ........................................................... 1
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ARTICLE II
TRUST INDENTURE ACT ................................................................ 4
SECTION 2.1 Trust Indenture Act: Application ...................................... 4
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SECTION 2.2 List of Holders ....................................................... 4
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SECTION 2.3 Reports by the Guarantee Trustee ...................................... 5
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SECTION 2.4 Periodic Reports to the Guarantee Trustee ............................. 5
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SECTION 2.5 Evidence of Compliance with Conditions Precedent ...................... 5
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SECTION 2.6 Events of Default; Waiver ............................................. 5
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SECTION 2.7 Event of Default; Notice .............................................. 6
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SECTION 2.8 Conflicting Interests ................................................. 6
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ARTICLE III
POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE ..................................... 6
SECTION 3.1 Powers and Duties of the Guarantee Trustee ............................ 6
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SECTION 3.2 Certain Rights of the Guarantee Trustee ............................... 8
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SECTION 3.3 Indemnity ............................................................. 9
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ARTICLE IV
GUARANTEE TRUSTEE .................................................................. 10
SECTION 4.1 Guarantee Trustee; Eligibility ........................................ 10
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SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustees ............ 10
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ARTICLE V
GUARANTEE .......................................................................... 11
SECTION 5.1 Guarantee ............................................................. 11
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SECTION 5.2 Waiver of Notice and Demand ........................................... 11
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SECTION 5.3 Obligations Not Affected .............................................. 11
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SECTION 5.4 Rights of Holders ..................................................... 12
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SECTION 5.5 Guarantee of Payment .................................................. 12
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SECTION 5.6 Subrogation ........................................................... 12
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(i)
SECTION 5.7 Independent Obligations ............................................. 12
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SECTION 5.8 Net Payments ........................................................ 13
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ARTICLE VI
LIMITATION OF TRANSACTIONS; RANKING .............................................. 14
SECTION 6.1 Limitation of Transactions .......................................... 14
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SECTION 6.2 Ranking ............................................................. 15
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SECTION 6.3 Pari Passu Guarantees ............................................... 15
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ARTICLE VII
TERMINATION ...................................................................... 15
SECTION 7.1 Termination ......................................................... 15
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ARTICLE VIII
MISCELLANEOUS .................................................................... 15
SECTION 8.1 Successors and Assigns .............................................. 15
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SECTION 8.2 Amendments .......................................................... 16
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SECTION 8.3 Notices ............................................................. 16
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SECTION 8.4 Benefit ............................................................. 17
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SECTION 8.5 Governing Law ....................................................... 17
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SECTION 8.6 Interpretation ...................................................... 17
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SECTION 8.7 Submission to Jurisdiction .......................................... 18
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SECTION 8.8 Judgment Currency ................................................... 19
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(ii)
JUNIOR SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT
This JUNIOR SUBORDINATED DEBT SECURITIES GUARANTEE AGREEMENT (the
"Guarantee Agreement"), dated as of _______, 2001, is executed and delivered by
PartnerRe Ltd., a Bermuda company ("PartnerRe" or the "Guarantor"), having its
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principal executive offices at 00 Xxxxx Xxx Xxxx, Xxxxxxxx XX 00, Bermuda, and
The Chase Manhattan Bank, a New York banking corporation, having a corporate
trust office located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
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herein) from time to time of the Debentures (as defined herein) issued by
PartnerRe Finance I Inc., a Delaware corporation (the "Issuer").
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WHEREAS, pursuant to a Junior Subordinated Indenture, dated as of
________, 2001 (the "Indenture"), between the Issuer and The Chase Manhattan
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Bank, a New York banking corporation, as trustee thereunder, the Issuer is
issuing up to $_______ aggregate principal amount of its junior subordinated
unsecured debentures (the "Debentures"), which will be deposited with The Chase
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Manhattan Bank, as property trustee (the "Property Trustee"), as trust assets of
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PartnerRe Capital Trust I (the "Trust") pursuant to the terms of the Amended and
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Restated Trust Agreement dated as of _____________, 2001 (the "Trust Agreement")
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among PartnerRe Finance I Inc., as depositor, the Property Trustee, and the
other trustees therein named.
WHEREAS, as incentive for the Holders (as defined in the Indenture) to
purchase such Debentures, the Guarantor desires irrevocably and unconditionally
to agree, to the extent set forth in this Guarantee, to guarantee the
obligations of the Issuer under the Indenture.
NOW, THEREFORE, in consideration of the purchase by the Property
Trustee on behalf of the Trust of the Debentures, which purchase the Guarantor
hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers
this Guarantee Agreement for the benefit of the Holders.
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions
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As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used, but not otherwise defined herein shall have the
meanings assigned to such terms in the Indenture as in effect on the date
hereof.
"Additional Amounts" means any additional amounts which are required
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hereby or by the terms of the Debentures, under circumstances specified herein
or therein, to be paid by the Guarantor in respect of certain taxes, assessments
or other governmental charges imposed on Holders specified therein and which are
owing to such Holders.
"Affiliate" of any specified Person means any other Person directly or
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indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Guarantor shall not be deemed to include the
Issuer. For the purpose of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Authorized Officer" means, when used with respect to any Person, the
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Chairman of the Board of Directors, a Vice Chairman, the President, a Vice
President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
the Chief Investment Officer, the Chief Accounting Officer, the General Counsel,
the Secretary or an Assistant Secretary, of such Person.
"Capitalized Lease Obligations" means an obligation under a lease that
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is required to be capitalized for financial reporting purposes in accordance
with generally accepted accounting principles, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with such principles.
"Debentures" has the meaning set forth in the preamble hereto.
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"Event of Default" means a default by the Guarantor on any of its
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payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a payment default, the Guarantor shall have
received notice of default and shall not have cured such default within 60 days
after receipt of such notice.
"Guarantee Trustee" means The Chase Manhattan Bank, until a Successor
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Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement and thereafter means each such
Successor Guarantee Trustee.
"Guarantor Senior Indebtedness" means, with respect to the Securities
of any particular series, all Indebtedness of the Guarantor outstanding at any
time, except (a) the Guarantor's obligations under the Guarantee in respect of
the Securities of such series, (b) Indebtedness as to which, by the terms of the
instrument creating or evidencing the same, it is provided that such
Indebtedness is subordinated to or pari passu with the Guarantor's obligations
under the Guarantee in respect of the Securities of such series or any other
Indebtedness ranking pari passu therewith, (c) Indebtedness of the Guarantor to,
or guaranteed on behalf of, a Subsidiary of the Guarantor or any officer,
director or employee of the Guarantor or any Subsidiary of the Guarantor, (d)
interest accruing after the filing of a petition initiating any proceeding
relating to the Guarantor referred to in Section 5.1(6) and Section 5.1(7) of
the Indenture unless such interest is an allowed claim enforceable against the
Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade
accounts payable, (f) the Guarantor's obligations under the Guarantee in respect
of the securities of any series issued to (x) any PartnerRe Trust or (y) any
other trust, partnership or other entity affiliated with the Guarantor which is
a financing vehicle of the Guarantor or any Affiliate of the Guarantor in
connection with the issuance by such entity of Preferred Securities or other
securities which are similar to Preferred Securities that are guaranteed by the
Guarantor pursuant to an instrument that ranks pari passu with or junior in
right of payment to the Preferred Securities Guarantees and (g) all Preferred
Securities Guarantees and all guarantees similar to the Preferred Securities
Guarantees issued by any trust,
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partnership or other entity affiliated with the Guarantor which is a financing
vehicle of the Guarantor or any Affiliate of the Guarantor.
"Holder" has the meaning set forth in the preamble hereto.
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"Indebtedness" means, with respect to any Person, (i) the principal of
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and any premium and interest on (a) indebtedness of such Person for money
borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other
similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (v) all obligations of the type referred to in clauses
(i) through (iv) of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable as
obligor, guarantor or otherwise; and (vi) all obligations of the type referred
to in clauses (i) through (v) of other Persons secured by any lien on any
property or asset of such Person (whether or not such obligation is assumed by
such Person), the amount of such obligation being deemed to be the lesser of the
value of such property or assets or the amount of the obligation so secured; and
(vii) any amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above.
"Indenture" has the meaning set forth in the preamble hereto.
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"List of Holders" has the meaning specified in Section 2.2(a).
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"Majority in liquidation preference of the Preferred Securities" means,
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except as provided by the Trust Indenture Act, a vote by Preferred Security
Holder(s), voting separately as a class, of more than 50% of the liquidation
preference of all then outstanding Preferred Securities issued by the Trust.
"Officers' Certificate" means, with respect to any Person, a
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certificate signed by two Authorized Officers, at least one of which is a
principal executive, principal financial or principal accounting officer, and is
delivered to the Guarantee Trustee. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Guarantee shall include:
(a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;
(b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officers' Certificate;
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(c) a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and
(d) a statement as to whether, in the opinion of such officer, such
condition or covenant has been complied with.
"Person" means a legal person, including any individual, corporation,
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estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association or government or any agency
or political subdivision thereof, or any other entity of whatever nature.
"Preferred Securities Holder" shall mean any holder, as registered on
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the books and records of the Trust, of any Preferred Securities; provided,
however, that, in determining whether the holders of the requisite percentage of
Preferred Securities have given any request, notice, consent or waiver
hereunder, "Preferred Securities Holder" shall not include the Guarantor, the
Depositor, the Guarantee Trustee or any Affiliate of the Guarantor, the
Depositor, or the Guarantee Trustee.
"Responsible Officer" means, with respect to the Guarantee Trustee, any
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officer of the Guarantee Trustee with direct responsibility for administration
of this Guarantee Agreement and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.
"Successor Guarantee Trustee" means a successor Guarantee Trustee
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possessing the qualifications to act as Guarantee Trustee under Section 4.1.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as
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amended.
ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act: Application
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(a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.
(b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.
SECTION 2.2 List of Holders
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(a) From and after the date that the Property Trustee is no longer the
sole Holder, the Guarantor shall furnish or cause to be furnished to the
Guarantee Trustee (a) semiannually, not
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later than [ ] and [ ] of each year, a list, in such form as the Guarantee
Trustee may reasonably require, of the names and addresses of the Holders ("List
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of Holders") as of the applicable date, and (ii) at such other times as the
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Guarantee Trustee may request in writing, within 30 days after the receipt by
the Guarantor of any such request, a List of Holders as of a date not more than
15 days prior to the time such list is furnished, in each case to the extent
such information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.
(b) The Guarantee Trustee shall comply with its obligations under
Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.
SECTION 2.3 Reports by the Guarantee Trustee
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Within 60 days after May 15 of each year commencing with May 15, ____,
the Guarantee Trustee shall provide to the Holders such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.
SECTION 2.4 Periodic Reports to the Guarantee Trustee
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The Guarantor shall provide to the Guarantee Trustee, the Securities
and Exchange Commission and the Holders, such documents, reports and
information, if any, as required by Section 314 of the Trust Indenture Act and
the compliance certificate required by Section 314 of the Trust Indenture Act,
in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.
SECTION 2.5 Evidence of Compliance with Conditions Precedent
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The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.
SECTION 2.6 Events of Default; Waiver
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The Holders of a Majority in liquidation preference of the Preferred
Securities may, by vote, on behalf of all Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.
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SECTION 2.7 Event of Default; Notice
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(a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default known to the Guarantee Trustee, transmit by mail, first class
postage prepaid, to the Holders, notices of all such Events of Default, unless
such defaults have been cured or waived before the giving of such notice,
provided, except in the case of a default in the payment of a Guarantee Payment,
the Guarantee Trustee shall be protected in withholding such notice if and so
long as a the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.
(b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer of the Guarantee Trustee charged with the
administration of the Trust Agreement shall have obtained written notice, of
such Event of Default.
SECTION 2.8 Conflicting Interests
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The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.
ARTICLE III
POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
SECTION 3.1 Powers and Duties of the Guarantee Trustee
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(a) This Guarantee Agreement shall be held by the Guarantee Trustee for
the benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.
(b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.
(c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement,
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and use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.
(d) No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its negligent
failure to act or its own bad faith or willful misconduct, except that:
(i) prior to the occurrence of any Event of Default and after the
curing or waiving of such Events of Default that may have occurred:
(A) the duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Guarantee
Agreement, and the Guarantee Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Guarantee Agreement, and
(B) in the absence of bad faith on the part of the Guarantee
Trustee, the Guarantee Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Guarantee
Trustee and conforming to the requirements of this Guarantee
Agreement; but in the case of any such certificates or opinions that
by any provision hereof are specifically required to be furnished to
the Guarantee Trustee, the Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they conform to the
requirements of this Guarantee Agreement;
(ii) the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was negligent
in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Guarantee Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the holders of not less than the Holders of a majority of
the outstanding principal amount of the Debentures or a Majority in
liquidation preference of the Preferred Securities relating to the time,
method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee, or exercising any trust or power conferred upon the
Guarantee Trustee under this Guarantee Agreement; and
(iv) no provision of this Guarantee shall require the Guarantee
Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Guarantee Trustee shall
have reasonable grounds for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this Guarantee
Agreement or adequate indemnity against such risk or liability is not
reasonably assured to it.
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SECTION 3.2 Certain Rights of the Guarantee Trustee
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(a) Subject to the provisions of Section 3.1:
(i) The Guarantee Trustee may rely upon, and shall be fully
protected in acting or refraining from acting upon, any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties.
(ii) Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officers'
Certificate unless otherwise prescribed herein.
(iii) Whenever, in the administration of this Guarantee Agreement, the
Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Guarantee Trustee (unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and rely upon an
Officers' Certificate which, upon receipt of such request, shall be
promptly delivered by the Guarantor.
(iv) The Guarantee Trustee may consult with competent legal counsel,
and the written advice or opinion of such counsel with respect to legal
matters shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted to be taken by it hereunder in
good faith and in accordance with such advice or opinion. Such counsel may
be counsel to the Guarantor or any of its Affiliates and may include any of
its employees. The Guarantee Trustee shall have the right at any time to
seek instructions concerning the administration of this Guarantee Agreement
from any court of competent jurisdiction.
(v) The Guarantee Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Guarantee Agreement at the
request or direction of any Holder, unless such Holder shall have provided
to the Guarantee Trustee such security and indemnity reasonably
satisfactory to the Guarantee Trustee, against the costs, expenses
(including reasonable attorneys' fees and expenses) and liabilities that
might be incurred by it in complying with such request or direction,
including such reasonable advances as may be requested by the Guarantee
Trustee; provided that, nothing contained in this Section 3.2(a)(v) shall
be taken to relieve the Guarantee Trustee, upon the occurrence of an Event
of Default, of its obligation to exercise the rights and powers vested in
it by this Guarantee Agreement.
(vi) The Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee, in its
discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit.
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(vii) The Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, custodians or nominees, and the Guarantee Trustee shall
not be responsible for any misconduct or negligence on the part of any such
agent, attorney, custodian or nominee appointed with due care by it
hereunder.
(viii) Any action taken by the Guarantee Trustee or its agents
hereunder shall bind the Holders, and the signature of the Guarantee
Trustee or its agents alone shall be sufficient and effective to perform
any such action. No third party shall be required to inquire as to the
authority of the Guarantee Trustee to so act or as to its compliance with
any of the terms and provisions of this Guarantee Agreement, both of which
shall be conclusively evidenced by the Guarantee Trustee's or its agent's
taking such action.
(ix) Whenever in the administration of this Guarantee Agreement the
Guarantee Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Guarantee Trustee (A) may request instructions from the
holders of a majority of the outstanding principal amount of the Debentures
in liquidation preference of the Preferred Securities, (B) may refrain from
enforcing such remedy or right or taking such other action until such
instructions are received, and (C) shall be protected in acting in
accordance with such instructions.
(b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.
SECTION 3.3 Indemnity
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The Guarantor agrees to indemnify the Guarantee Trustee and its officers,
directors, employees and agents for, and to hold them harmless against, any
loss, liability or expense incurred without negligence, bad faith or willful
misconduct on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder and including the reasonable fees and expenses of its counsel. The
Guarantee Trustee will not claim or exact any lien or charge on any Guarantee
Agreement as a result of any amount due to it under this Guarantee Agreement.
The provisions of this Section 3.3 shall survive the termination of this
Guarantee Agreement or the resignation or removal of the Guarantee Trustee.
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ARTICLE IV
GUARANTEE TRUSTEE
SECTION 4.1 Guarantee Trustee; Eligibility
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(a) There shall at all times be a Guarantee Trustee which shall:
(i) not be an Affiliate of the Guarantor or the Issuer; and
(ii) be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital of at least 50 million U.S.
dollars ($50,000,000), and shall be a corporation meeting the requirements
of Section 310(c) of the Trust Indenture Act. If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority, then, for the
purposes of this Section 4.1(a)(ii), the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.
(b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).
(c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.
SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustees
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(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.
(b) The Guarantee Trustee shall not be removed in accordance with Section
4.2(a) until a Successor Guarantee Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Guarantee
Trustee and delivered to the Guarantor.
(c) The Guarantee Trustee appointed to office shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.
(d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition any court of competent
10
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Guarantee Trustee.
ARTICLE V
GUARANTEE
SECTION 5.1 Guarantee
---------
The Guarantor hereby unconditionally guarantees to each Holder the
due and punctual payment of the principal of, any premium and interest
(including any Additional Interest) on, any Additional Amounts, and, if
applicable, any Additional Sums with respect to any Debenture held by such
Holder, when and as the same shall become due and payable, whether at maturity,
by acceleration, redemption, repayment or otherwise, in accordance with the
terms of such Debenture and of the Indenture. In case of the failure of the
Issuer punctually to pay any such principal, premium, interest (including any
Additional Interest), Additional Amounts or Additional Sums, the Guarantor
hereby agrees to cause any such payments to be made punctually when and as the
same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise.
SECTION 5.2 Waiver of Notice and Demand
---------------------------
The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, the Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.
SECTION 5.3 Obligations Not Affected
------------------------
The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Debentures to be performed or
observed by the Issuer;
(b) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Debentures, or any action
on the part of the Issuer granting indulgence or extension of any kind;
(c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;
11
(d) any invalidity of, or defect or deficiency in, the Debentures; or
(e) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.
SECTION 5.4 Rights of Holders
-----------------
The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a majority of the
principal amount of the outstanding Debentures have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or to direct the
exercise of any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and (iv) any Holder may, to the extent permitted by law,
institute a legal proceeding directly against the Guarantor to enforce its
rights under this Guarantee Agreement, without first instituting a legal
proceeding against the Guarantee Trustee, the Issuer or any other Person. The
Guarantor waives any right or remedy to require that any action on this
Guarantee Agreement be brought first against the Issuer or any other Person or
entity before proceeding directly against the Guarantor.
SECTION 5.5 Guarantee of Payment
--------------------
This Guarantee creates a guarantee of payment and not of collection. This
Guarantee Agreement will not be discharged except by payment in full of all
amounts (without duplication of amounts theretofore paid by the Issuer) owed
under the Debentures.
SECTION 5.6 Subrogation
-----------
The Guarantor shall be subrogated to all rights, if any, of the Holders
against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.
SECTION 5.7 Independent Obligations
-----------------------
The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Debentures, and that the
Guarantor shall be liable as principal and as debtor hereunder to make all
payments with respect to the Debentures pursuant
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to the terms of this Guarantee Agreement notwithstanding the occurrence of any
event referred to in subsections (a) through (f), inclusive, of Section 5.3
hereof.
SECTION 5.8 Net Payments
------------
All payments required to be made hereunder shall be made by the Guarantor
without withholding or deduction at source for, or on account of, any present or
future taxes, fees, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of the Islands of Bermuda or such other
jurisdiction in which the Guarantor (or any of its successors under the
Guarantee Agreement) may be organized (each, a "taxing jurisdiction") or any
-------------------
political subdivision or taxing authority thereof or therein, unless such taxes,
fees, duties, assessments or governmental charges are required to be withheld or
deducted by (i) the laws (or any regulations or ruling promulgated thereunder)
of a taxing jurisdiction or any political subdivision or taxing authority
thereof or therein or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a taxing jurisdiction or any political
subdivision thereof). If a withholding or deduction at source is required, the
Guarantor shall, subject to certain limitations and exceptions set forth below,
pay to the Holder of any Debenture such Additional Amounts as may be necessary
so that every guarantee payment made to such Holder, after such withholding or
deduction, shall not be less than the amount provided for in this Guarantee
Agreement to be then due and payable; provided, however, that the Guarantor
shall not be required to make payment of such Additional Amounts for or on
account of:
(1) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or maintained
a permanent establishment or was physically present in, the relevant taxing
jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Debenture; (B) presented
such Debenture for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Debenture could not have been presented for
payment elsewhere; or (C) presented such Debenture more than thirty (30) days
after the date on which the payment in respect of such Debenture first became
due and payable or provided for, whichever is later, except to the extent that
the Holder would have been entitled to such Additional Amounts if it had
presented such Debenture for payment on any day within such period of thirty
(30) days;
(2) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure by the Holder or the beneficial owner of such
Debenture to comply with any reasonable request by the Guarantor or the Trust
addressed to the Holder within 90 days of such request (A) to provide
information concerning the nationality, residence or identity of the Holder or
such beneficial owner or (B) to make any declaration or other similar claim or
satisfy any information or reporting requirement, which, in the case of (A) or
(B), is required or imposed by statute, treaty, regulation or administrative
practice of the relevant taxing jurisdiction or any
13
political subdivision thereof as a precondition to exemption from all or part of
such tax, assessment or other governmental charge; or
(4) any combination of items (1), (2) and (3);
nor shall Additional Amounts be paid with respect to any Guarantee Payment to
any Holder who is a fiduciary or partnership or other than the sole beneficial
owner of the related Debenture, but only to the extent such payment would be
required by the laws of the relevant taxing jurisdiction (or any political
subdivision or relevant taxing authority thereof or therein) to be included in
the income for tax purposes of a beneficiary or partner or settlor with respect
to such fiduciary or a member of such partnership or a beneficial owner who
would not have been entitled to such Additional Amounts had it been the Holder
of such Debenture.
ARTICLE VI
LIMITATION OF TRANSACTIONS; RANKING
SECTION 6.1 Limitation of Transactions
--------------------------
The Guarantor hereby covenants and agrees that, so long as any Debentures
remain outstanding, it will not, and will not permit any of its Subsidiaries to,
(a) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the outstanding
capital shares of the Guarantor or (b) make any payment of principal of,
interest or premium, if any, on or repay, repurchase or redeem any debt security
of the Guarantor that ranks junior in interest to the Debentures or the
guarantee in respect thereof, as the case may be, or make any guarantee payments
with respect to any guarantee by the Guarantor of the debt securities of any
Subsidiary of the Guarantor if such guarantee ranks junior in interest to the
Debentures or the guarantee in respect thereof, as the case may be (other than
(i) dividends or distributions in shares of, or options, warrants, rights to
subscribe for or purchase shares of, common shares of the Guarantor, (ii) any
declaration of a dividend in connection with the implementation of a
stockholder's rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto,
(iii) payments under any preferred securities guarantee, (iv) the purchase of
fractional shares resulting from a reclassification of the Guarantor's capital
stock, (v) the exchange or conversion of any class or series of the Guarantor's
(or any subsidiary's) capital stock for another class or series of the
Guarantor's (or any subsidiary's) capital stock or of any class or series of the
Guarantor's (or any subsidiary's) indebtedness, (vi) the purchase of fractional
interests in shares of the Guarantor's capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or
exchanged; and (vii) repurchases, redemptions or other acquisitions of shares of
capital stock of the Guarantor or any subsidiary under any employment agreement
or benefit plan for the benefit of the Guarantor's directors, officers, or
employees, or any dividend reinvestment or director, officer or employee stock
purchase plan of the Guarantor) if at such time (1) there shall have occurred
any event of which the Guarantor has actual knowledge that (A) with the giving
of notice or the lapse of time or both, would constitute an Event of Default
under the Indenture and (B) in respect of which the Guarantor, as the case may
be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in
default with respect to its payment of any obligations under this Guarantee
Agreement or (3) the Guarantor shall have given notice of
14
its election to begin an Extension Period with respect to the Debentures as
provided in the Indenture and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing.
SECTION 6.2 Ranking
-------
This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to
Guarantor Senior Indebtedness, it being understood that the terms of Article XVI
of the Indenture shall apply to the obligations of the Guarantor under this
Guarantee Agreement as if (x) such Article XVI were set forth herein in full,
(y) such guarantee obligations provided were substituted for the term
"Securities" appearing in such Article XVI and (z) the Guarantor were
substituted for the term "Company" appearing in such Article XVI, (ii)
subordinate and junior in right of payments made pursuant to the "Guarantee" (as
defined in the Trust Agreement) and (iii) senior to the Guarantor's common
shares.
SECTION 6.3 Pari Passu Guarantees
---------------------
This Guarantee Agreement shall rank pari passu with any similar guarantee
agreements issued by the Guarantor on behalf of holders of junior subordinated
debentures issued by any entity affiliated with the Guarantor which is a
financing vehicle of the Guarantor to any other entity affiliated with the
Guarantor which is a financing vehicle of the Guarantor in connection with the
issuance by such other entity of preferred securities or other securities which
are similar to preferred securities, which junior subordinated debentures are
guaranteed by the Guarantor pursuant to an instrument that ranks pari passu in
right of payment to this Guarantee Agreement.
ARTICLE VII
TERMINATION
SECTION 7.1 Termination
-----------
This Guarantee shall terminate and be of no further force and effect upon
(i) full payment of the Redemption Price of all Debentures, or (ii) the full
payment of the amounts payable in accordance with the Trust Agreement upon
liquidation of the Trust. Notwithstanding the foregoing, this Guarantee
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 Debentures or under this Guarantee Agreement.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 Successors and Assigns
----------------------
All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Debentures then
outstanding. Except in connection with a
15
consolidation, merger, or sale involving the Guarantor that is permitted under
Article 8 of the Indenture and pursuant to which the assignee agrees in writing
to perform the Guarantor's obligations hereunder, the Guarantor shall not assign
its obligations hereunder.
SECTION 8.2 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), this Guarantee Agreement may only be amended in writing by
the parties hereto with the prior approval of the Holders of at least a Majority
in liquidation preference of the Preferred Securities outstanding. The
provisions of Article 15 of the Indenture concerning meetings of Holders apply
to the giving of such approval.
SECTION 8.3 Notices
-------
Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by first class mail, as
follows:
(a) If given to the Guarantee Trustee, at the Guarantee Trustee's
mailing address set forth below (or such other address as the Guarantee Trustee
may give notice of to the Guarantor and the Holders):
The Chase Manhattan Bank
000 Xxxx 00/xx/ Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Institutional Trust Services
(b) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders):
PartnerRe Ltd.
00 Xxxxx Xxx Xxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxxxxxxx: General Counsel
with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. X'Xxxxxxxx, Esq.
(c) If given to the Issuer, in care of the Guarantee Trustee, at the
Issuer's (and the Guarantee Trustee's) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:
16
PartnerRe Finance I Inc.
c/o PartnerRe Ltd.
00 Xxxxx Xxx Xxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxxxxxxx: General Counsel
with a copy to:
The Chase Manhattan Bank
000 Xxxx 00/xx/ Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Institutional Trust Services
(d) If given to any Holder, at the address set forth on the books and
records of the Issuer.
All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.
SECTION 8.4 Benefit
-------
This Guarantee is solely for the benefit of the Holders and is not
separately transferable from the Debentures.
SECTION 8.5 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.
SECTION 8.6 Interpretation
--------------
In this Guarantee, unless the context otherwise requires:
(a) capitalized terms used in this Guarantee Agreement, but not
defined in the preamble hereto have the respective meanings assigned to them in
this Section 1.1 or in the Indenture, as the case may be;
(b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;
(c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;
17
(d) all references in this Guarantee Agreement to Articles and Sections
are to Articles and Sections of this Guarantee Agreement, unless otherwise
specified;
(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement, unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;
(f) a reference to the singular includes the plural and vice versa; and
(g) the masculine, feminine, or neuter genders used herein shall
include the masculine, feminine and neuter genders.
SECTION 8.7 Submission to Jurisdiction
--------------------------
The Guarantor agrees that any judicial proceedings instituted in
relation to any matter arising under this Guarantee Agreement may be brought in
any United States Federal or New York State court sitting in the Borough of
Manhattan, The City of New York, New York to the extent that such court has
subject matter jurisdiction over the controversy, and, by execution and delivery
of this Guarantee Agreement, the Guarantor hereby irrevocably accepts, generally
and unconditionally, the jurisdiction of the aforesaid courts, acknowledges
their competence and irrevocably agrees to be bound by any judgment rendered in
such proceeding. The Guarantor also irrevocably and unconditionally waives for
the benefit of the Guarantee Trustee and the Holders any immunity from
jurisdiction and any immunity from legal process (whether through service or
notice, attachment prior to judgment, attachment in the aid of execution,
execution or otherwise) in respect of this Guarantee Agreement. The Guarantor
hereby irrevocably designates and appoints, for the benefit of the Guarantee
Trustee and the Holders for the term of this Guarantee Agreement, PartnerRe U.S.
Corporation, Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, as its agent to
receive on its behalf service of all process (with a copy of all such service of
process to be delivered to Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. X'Xxxxxxxx, Esq.) brought against it
with respect to any such proceeding in any such court in The City of New York,
such service being hereby acknowledged by the Guarantor to be effective and
binding service on it in every respect whether or not the Guarantor shall then
be doing or shall have at any time done business in New York. Such appointment
shall be irrevocable so long as any of the Securities or the obligations of the
Guarantor hereunder remain outstanding, or until the appointment of a successor
by the Guarantor and such successor's acceptance of such appointment. Upon such
acceptance, the Guarantor shall notify the Guarantee Trustee in writing of the
name and address of such successor. The Guarantor further agrees for the benefit
of the Guarantee Trustee and the Holders to take any and all action, including
the execution and filing of any and all such documents and instruments, as may
be necessary to continue such designation and appointment of said PartnerRe U.S.
Corporation in full force and effect so long as any of the Debentures or the
obligations of the Guarantor hereunder shall be outstanding. The Guarantee
Trustee shall not be obligated and shall have no responsibility with respect to
any failure by the Guarantor to take any such action. Nothing herein shall
affect the right to serve process in any other manner permitted by any law or
limit the right of the Guarantee Trustee or any Holder to institute proceedings
against the Guarantor in the courts of any other jurisdiction or jurisdictions.
18
SECTION 8.8 Judgment Currency
-----------------
The Guarantor agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of any guarantee
payment (the "Required Currency") into a currency in which a judgment will be
-----------------
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
-----------------
at which in accordance with normal banking procedures the Guarantee Trustee
could purchase in The City of New York the requisite amount of the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which a final unappealable judgment is given and (b) its obligations
under this Guarantee Agreement to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Guarantee Agreement. For purposes of
the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or
a legal holiday in The City of New York or a day on which banking institutions
in The City of New York are authorized or obligated by law, regulation or
executive order to be closed.
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19
THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.
PARTNERRE LTD.,
as Guarantor
By:____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Guarantee Trustee
By:____________________________________
Name:
Title:
20
