THIRD POINT RE (USA) HOLDINGS INC. THIRD POINT REINSURANCE LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2015 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
Third Point Re (USA) Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $115,000,000 aggregate principal amount of its 7.00% Senior Notes due 2025 (the “Notes”). The Notes are to be issued under an indenture to be dated as of February 13, 2015 (the “Base Indenture”), by and among the Issuer, Third Point Reinsurance Ltd., a Bermuda exempted company (the “Guarantor”), and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented by a First Supplemental Indenture thereto, to be dated as of February 13, 2015, by and among the Issuer, the Guarantor and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
Third Point Re (USA) Holdings Inc., as Issuer and Third Point Reinsurance Ltd., as Guarantor to The Bank of New York Mellon, as Trustee SENIOR INDENTURE Dated as of February 13, 2015Third Point • February 13th, 2015 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This SENIOR INDENTURE, dated as of February 13, 2015, is entered into among Third Point Re (USA) Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 51 JFK Parkway, First Floor West, Short Hills, New Jersey 07078, as issuer of the Securities hereunder, Third Point Reinsurance Ltd., a Bermuda exempted company and the indirect parent company of the Company (the “Guarantor”), having its principal office at The Waterfront, Chesney House, 96 Pitts Bay Road, Pembroke HM 08 Bermuda, as guarantor of the Securities hereunder, and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”).
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN...Third Point Reinsurance Ltd. • February 13th, 2015 • Fire, marine & casualty insurance
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Third Point Re (USA) Holdings Inc., as Issuer Third Point Reinsurance Ltd., as Parent Guarantor The Bank of New York Mellon, as Trustee First Supplemental Indenture Dated as of February 13, 2015 (Supplement to the Senior Indenture dated as of February...Third Point Reinsurance Ltd. • February 13th, 2015 • Fire, marine & casualty insurance • New York
This First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 13, 2015, is entered into by and among Third Point Re (USA) Holdings Inc., a Delaware corporation, as issuer (the “Company”), Third Point Reinsurance Ltd., a Bermuda exempted company, as guarantor (the “Parent Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”);
