SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND
AMENDMENT TO CREDIT AGREEMENT
SECOND
AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of
April 18, 2007, among PARTNERRE LTD., a company organized under the laws of
Bermuda (the “Borrower”), the Designated Subsidiary Borrowers party to
the Credit Agreement referred to below, the lenders party to the Credit
Agreement referred to below (each, a “Lender” and, collectively, the
“Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”), as
Administrative Agent (in such capacity, the “Administrative
Agent”). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit
Agreement.
W
I T N
E S S E T H:
WHEREAS,
the Borrower, the Designated Subsidiary Borrowers, the Lenders and the
Administrative Agent are parties to a Credit Agreement, dated as of June 17,
2004 and amended and restated as of September 30, 2005 (as in effect on the
date
hereof, the “Credit Agreement”); and
WHEREAS,
the parties hereto desire to make certain modifications to the Credit Agreement
as set forth herein;
NOW,
THEREFORE, it is agreed:
I. Second
Amendment to Credit Agreement.
1. The
definition of “Consolidated Net Worth” appearing in Section 10 of the Credit
Agreement is hereby amended to read in its entirety as follows:
““Consolidated
Net Worth” shall
mean, as of any date of determination, the Net Worth of the Company and its
Subsidiaries on such date determined on a consolidated basis, plus, to the
extent not otherwise included in Net Worth, the then issued and outstanding
amount of all Qualified Mandatorily Convertible Preferred Securities;
provided, that the nominal value of any securities issued in respect of
any Hybrid Securities shall constitute stockholders equity to the extent (x)
the
accreted value of such securities does not exceed the HS Exclusion Amount and
(y) S&P does not include such securities as financial
leverage.”
2. The
definition of “Debt” appearing in Section 10 of the Credit Agreement is hereby
amended to read in its entirety as follows:
““Debt” of
any Person shall mean at any date, without duplication, (i) all obligations
of such Person for borrowed money, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (iii) all obligations
of such Person to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (iv)
all obligations of such Person as lessee
under
capital leases, (v) all obligations of such Person to reimburse any bank or
other Person in respect of amounts payable under a banker’s acceptance,
(vi) all Redeemable Preferred Stock of such Person (in the event such Person
is
a corporation), (vii) all obligations (absolute or contingent) of such Person
to
reimburse any bank or other Person in respect of amounts paid under a letter
of
credit or similar instrument, (viii) all Debt of others secured by a Lien on
any
asset of such Person, whether or not such Debt is assumed by such
Person, and (ix) all Debt of others Guaranteed by such Person; provided, that
(A) for the avoidance of doubt, insurance payment liabilities, as such, and
liabilities arising in the ordinary course of such Person’s business as an
insurance or reinsurance company (including GICs) or a corporate member of
The Council of Lloyd’s or as a provider of financial or investment services
or contracts (in each case other than in connection with the provision of
financing to such Person or any of such Person’s Affiliate) shall not constitute
Debt, and (B) solely for purposes of Section 8.10 and the definition of
“Consolidated Total Debt,” “Debt” shall not include (I) any contingent
obligations of any Person under or in connection with acceptance, letter of
credit or similar facilities so long as no drawings or payments have been
made in respect thereof, (II) obligations of the Company in respect of any
Redeemable Preferred Stock that is part of a unit which constitutes Qualified
Mandatorily Convertible Preferred Securities, but only up until such time as
such Redeemable Preferred Securities are remarketed in connection with the
settlement of the related contract for the purchase and sale of the Company’s
ordinary common shares and (III) the indebtedness evidenced by all outstanding
Hybrid Securities to the extent (x) the accreted value of such indebtedness
does
not exceed the HS Exclusion Amount and (y) S&P does not include such
Indebtedness under such Hybrid Securities as financial leverage.”
3. Section
10 of the Credit
Agreement is hereby further amended by inserting therein the following new
definitions immediately after the definition of “Guaranteed
Obligations”:
““HS
Exclusion Amount” shall mean, on the date of determination, an amount equal to
15% of Consolidated Total Capitalization.
“Hybrid
Securities Issue” shall mean an issue of Hybrid Securities.
“Hybrid
Securities” shall mean an offering of junior subordinated debentures or other
subordinated securities of the Company either directly or through a Subsidiary
that is a special purpose vehicle created in connection with such
offering.”
4. Section
10 of the Credit Agreement is hereby further amended by deleting therefrom
the
definition of “Debentures”.
5. Section
10 of the Credit Agreement is hereby further amended by deleting therefrom
the
definition of “Qualified Trust Preferred Securities”.
6. Section
10 of the Credit Agreement is hereby further amended by deleting therefrom
the
definition of “Special Purpose Trust”.
II. Miscellaneous
Provisions.
1. In
order to induce the Lenders to enter into this Second Amendment, the Company
hereby represents and warrants that:
(a) no
Default or Event of Default exists on the Second Amendment Effective Date (as
defined below), immediately after giving effect to this Second Amendment;
and
(b) all
of the representations and warranties contained in the Credit Agreement and
the
other Credit Documents are true and correct in all material respects on and
as
of the Second Amendment Effective Date immediately after giving effect to this
Second Amendment, with the same effect as though such representations and
warranties had been made on and as of the Second Amendment Effective Date (it
being understood that any representation or warranty made as of a
specific date shall be true and correct in all material respects as of such
specific date).
2. This
Second Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This
Second Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative
Agent.
4. THIS
SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
5. This
Second
Amendment shall become effective on
the date (the “Second
Amendment Effective Date”) when the Borrower, each Designated Subsidiary
Borrower and the Required Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to White & Case LLP,
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: May
Xxx-Xxxxxxx (facsimile: 212-354-8113).
6. From
and after the Second Amendment Effective Date all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall
be deemed to be a reference to the Credit Agreement as modified hereby on the
Second Amendment Effective Date, pursuant to the terms of this Second
Amendment.
* * *
IN
WITNESS
WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Second Amendment as of the date first above
written.
| PARTNERRE LTD. | |||
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By:
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/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
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Title:
President
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PARTNER
REINSURANCE COMPANY LTD.
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By:
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/s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | |||
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Title:
Director Group Legal
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PARTNERRE
S.A.
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By:
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/s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | |||
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Title:
Executive Vice President (“Directeur Général”)
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PARTNER
REINSURANCE COMPANY OF
THE U.S.
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By:
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/s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | |||
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Title:
EVP & Chief Financial Officer
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By:
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/s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | |||
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Title:
EVP & General Counsel
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PARTNERRE
INSURANCE COMPANY OF NEW YORK
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By:
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/s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | |||
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Title:
EVP & Chief Financial Officer
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By:
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/s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | |||
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Title:
EVP & General Counsel
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| PARTNERRE IRELAND INSURANCE LIMITED | |||
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By:
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/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
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Title:
Director
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By:
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/s/ Xxxxxxx Dziurnan | |
| Name: Xxxxxxx Dziurnan | |||
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Title:
Director
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PARTNERRE
INSUANCE IRELAND LIMITED
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By:
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/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
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Title:
Director
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By:
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/s/ Xxxxxxx Dziurnan | |
| Name: Xxxxxxx Dziurnan | |||
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Title:
Director
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JPMORGAN
CHASE BANK, N.A., individually and as Administrative
Agent
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By:
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/s/ Xxxx X’Xxxxxx | |
| Name: Xxxx X’Xxxxxx | |||
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Title:
Executive Director
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WACHOVIA
BANK, N.A.
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By:
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/s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | |||
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Title:
Director
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BARCLAYS
BANK PLC
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By:
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/s/ Xxxxxxxx Xxxx | |
| Name: Xxxxxxxx Xxxx | |||
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Title:
Director
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| CREDIT SUISSE | |||
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By:
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/s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | |||
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Title:
Director
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By:
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/s/ Petra Jak | |
| Name: Petra Jak | |||
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Title:
Assistant Vice President
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HSBC
BANK USA, N.A.
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By:
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/s/ Xxxxxxxx Xxxx | |
| Name: Xxxxxxxx Xxxx | |||
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Title:
Senior Vice President
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BANK
OF AMERICA, N.A.
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By:
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/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | |||
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Title:
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CITIBANK,
N.A.
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By:
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/s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | |||
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Title: Managing
Director
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DEUTSCHE
BANK AG NEW YORK BRANCH
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By:
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| Name: | |||
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Title:
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By:
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| Name: | |||
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Title:
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| XXXXXX BROTHERS BANK, FSB | |||
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By:
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/s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | |||
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Title:
Authorized Signatory
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LLOYDS
TSB BANK PLC
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By:
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/s/ Xxxxx Eperon | |
| Name: Xxxxx Eperon | |||
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Title:
Vice President Financial Institutions
USA
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By:
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/s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | |||
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Title:
Assistant Vice President
Financial Institutions
USA
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THE
ROYAL BANK OF SCOTLAND PLC
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By:
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/s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | |||
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Title: Vice
President
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UBS
AG, STAMFORD BRANCH
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By:
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/s/ Xxxx X. Xxxx | |
| Name: Xxxx X. Xxxx | |||
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Title:
Associate Director
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By:
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/s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | |||
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Title:
Associate Director
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MELLON
BANK, N.A.
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By:
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/s/ Xxxxxx X. Xxxxxxx, Xx. | |
| Name: Xxxxxx X. Xxxxxxx, Xx. | |||
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Title:
Senior Vice President
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NATIONAL
AUSTRALIA BANK LTD.
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By:
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| Name: | |||
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Title:
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STANDARD
CHARTERED BANK
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By:
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/s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | |||
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Title: Managing
Director
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By:
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/s/ Xxxxxx Xxxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxxx | |||
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Title: Authorized
Signatory
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THE
BANK OF NOVA SCOTIA
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By:
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/s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | |||
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Title: Authorized
Signatory
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