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FIRST
SUPPLEMENTAL DEBT SECURITIES
GUARANTEE
AGREEMENT
BETWEEN
PARTNERRE
LTD.
(AS
GUARANTOR)
AND
THE
BANK OF NEW YORK
(AS
GUARANTEE TRUSTEE)
DATED
AS OF
MAY
27, 2008
TABL E
OF
CONTENTS
Page
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ARTICLE 1
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Definitions
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Section 1.01
. Definitions
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1
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ARTICLE 2
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No Additional Amounts
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Section 2.01.
No Additional Amounts
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3
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ARTICLE 3
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Termination
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Section 3.01
. Termination
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3
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ARTICLE 4
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Other Provisions
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Section 4.01
. Tax Treatment of the
Notes
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3
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ARTICLE 5
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Miscellaneous
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Section 5.01
. Amendments
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3
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Section 5.02
. Governing Law
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3
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FIRST SUPPLEMENTAL DEBT SECURITIES GUARANTEE AGREEMENT
This
FIRST SUPPLEMENTAL DEBT SECURITIES GUARANTEE AGREEMENT (this
“ Supplemental Guarantee
Agreement ” or this “ Supplemental
Guarantee ”), dated as of May 27, 2008, is
executed and delivered by PartnerRe Ltd., a Bermuda company
(“ PartnerRe ”
or the “ Guarantor
”), having its principal executive offices at 90 Pitts
Bay Road, Pembroke HM 08, Bermuda, and The Bank of New York, a
New York banking corporation, having its office located at 101
Barclay Street, Floor 8W, New York, New York 10286, as trustee
(the “ Guarantee Trustee
”), supplementing the Debt Securities Guarantee
Agreement, dated as of May 27, 2008 (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 A LLC, a Delaware
limited liability company (the “ Issuer ” or
the “ Company
”).
WHEREAS,
pursuant to an Indenture, dated as of May 27, 2008 (the
“ Base
Indenture ”), as amended by a First Supplemental
Indenture, dated as of May 27, 2008 (the “ First Supplemental
Indenture ” and, together with the Base
Indenture, the “ Indenture
”), among the Issuer, the Guarantor and The Bank of New
York, a New York banking corporation, as trustee thereunder,
the Issuer is initially issuing $250,000,000 aggregate
principal amount of its 6.875% Senior Notes due 2018 (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,
th
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