FIRST SUPPLEMENTAL INDENTURE Dated as of March 15, 2010 between PARTNERRE FINANCE B LLC, Issuer PARTNERRE LTD., Guarantor to THE BANK OF NEW YORK MELLON Trustee
Exhibit 4.2
FIRST SUPPLEMENTAL
INDENTURE
Dated as of March 15,
2010
between
PARTNERRE FINANCE B
LLC,
Issuer
Guarantor
to
THE BANK OF NEW YORK MELLON
Trustee
TABLE OF CONTENTS
Page
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ARTICLE 1
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Section 1.01.
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Definitions of
Terms
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1
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ARTICLE 2
General Terms and Conditions of
the Notes
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Section 2.01.
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Designation and Principal
Amount
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4
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Section 2.02.
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Maturity
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4
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Section 2.03.
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Form and
Payment
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4
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Section 2.04.
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Interest
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5
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Section 2.05.
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No Payment of Additional
Amounts
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5
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ARTICLE 3
Redemption of the
Notes
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Section 3.01.
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Redemption
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6
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Section 3.02.
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Redemption Procedure for
Notes
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6
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Section 3.03.
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Payment of Securities Called for
Redemption
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ARTICLE 4
No Sinking
Fund
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Section 4.01.
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No Sinking
Fund
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7
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ARTICLE 5
Form of
Note
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Section 5.01.
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Form of
Note
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7
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ARTICLE 6
Original Issue of
Notes
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Section 6.01.
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Original Issue of
Notes
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ARTICLE 7
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Section
7.01.
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Activities of the
Company
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12
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Section
7.02.
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Use of
Proceeds
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12
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Section
7.03.
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Proper
Records
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13
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Section
7.04.
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Compliance with
Laws
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13
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Section
7.05.
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Liens
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ARTICLE 8
Ranking
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Section 8.01.
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Ranking
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ARTICLE 9
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Section 9.01.
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Ratification of
Indenture
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14
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Section 9.02.
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Trustee Not Responsible for
Recitals
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14
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Section 9.03.
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Governing
Law
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14
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Section 9.04.
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Separability
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14
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Section 9.05.
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Counterparts
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14
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ii
FIRST SUPPLEMENTAL INDENTURE, dated as
of March 15, 2010 (the “First Supplemental
Indenture”), among
PartnerRe Finance B LLC, a limited liability company duly organized and existing
under the laws of the State of Delaware (the “Company”), PartnerRe Ltd., a company duly
organized and existing under the Laws of Bermuda (the “Guarantor”), and The Bank of New York Mellon, a
New York banking corporation, as trustee (the “Trustee”), supplementing the Indenture among
the Company, the Guarantor and the Trustee, dated as of March 15, 2010 (the
“Base
Indenture”).
WHEREAS, the Company has executed and
delivered the Base Indenture to the Trustee to provide for the future issuance
of the Company’s senior unsecured debentures, notes or other evidence of
indebtedness (the “Securities”), to be issued from time to time in
one or more series as might be determined by the Company under the Base
Indenture;
WHEREAS, pursuant to the terms of the
Base Indenture and this First Supplemental Indenture (together, the
“Indenture”), the Company desires to provide for
the establishment of a new series of its Securities to be known as its 5.500%
Senior Notes due 2020 (the “Notes”), which shall be in the form of senior
unsecured notes, with specific terms and provisions, the form and substance of
such Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Indenture; and
WHEREAS, the Company has requested that
the Trustee execute and deliver this First Supplemental Indenture, and all
requirements necessary to make this First Supplemental Indenture a valid,
legally binding instrument in accordance with its terms, and to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee, the
valid, legally binding obligations of the Company, have been done and performed,
and the execution and delivery of this First Supplemental Indenture has been
duly authorized in all respects:
ARTICLE 1
Definitions
Section
1.01. Definitions of
Terms. Unless
the context otherwise requires:
(a) a term not defined herein that is
defined in the Base Indenture has the same meaning when used in this First
Supplemental Indenture;
(b) the definition of any term in this First
Supplemental Indenture that is also defined in the Base Indenture shall
supersede the definition of such term in the Base Indenture;
(c) a term defined anywhere in this First
Supplemental Indenture has the same meaning throughout;
(d) the singular includes the plural and
vice versa;
(e) headings are for convenience of
reference only and do not affect interpretation;
(f) the following terms have the meanings
given to them in this Section 1.01(f):
“Business
Day” means any day that is
not a Saturday, a Sunday, a legal holiday or a day on which banking institutions
or trust companies located in New York City are authorized or obligated by law to
close.
“Company” shall have the meaning set forth in
the preamble of this First Supplemental Indenture.
“Comparable Treasury
Issue” means the United
States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term (“Remaining
Life”) of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Notes.
“Comparable Treasury
Price” means, with respect
to any redemption date, (1) the average of four Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.
“Indenture” has the meaning set forth in the
preamble of this First Supplemental Indenture.
“Interest Payment
Date” means each June 1 and
December 1, commencing June 1, 2010.
“Interest Payment
Period” means the
semi-annual period, from and including an Interest Payment Date to but not
including the next succeeding Interest Payment Date, except for the first
Interest Payment Period which shall be determined from and including the date of
initial issuance of the Notes (subject to Section 2.01(b)) to but not including
June 1, 2010.
2
“Make-Whole Redemption
Amount” means the sum of
the present values of the remaining scheduled payments of principal and interest
on the Notes to be redeemed (exclusive of interest accrued to the date of
redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the then current
Treasury Rate plus 30 basis points.
“Maturity
Date” means the date on
which the Notes mature as specified in Section 2.02 hereof and on which the principal shall
be due and payable together with all accrued and unpaid interest
thereon.
“Notes” shall have the meaning set forth in
the recitals of this First Supplemental Indenture.
“Quotation
Agent” means one of the
Reference Treasury Dealers appointed by the Company.
“Reference Treasury
Dealer” means (1) each
of Barclays Capital Inc., Banc of America Securities LLC and Credit Suisse
Securities (USA) LLC and their respective successors unless any of them ceases
to be a primary U.S. Government securities dealer in New York City
(“Primary Treasury
Dealer”), in which case the
Company shall substitute another Primary Treasury Dealer and (2) one other
Primary Treasury Dealer selected by the Company.
“Reference Treasury
Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Quotation Agent, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such redemption date.
“Regular Record
Date” has the meaning set
forth in Section 2.04(c).
“Securities” has the meaning set forth in the
recitals of this First Supplemental Indenture.
“Securities
Act” means the Securities
Act of 1933, as amended.
“Special Record
Date” has the meaning set
forth in Section 2.04(c).
“Treasury
Rate” means, with respect
to any redemption date, the rate per year equal to: (1) the yield, under the
heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to
3
constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable
Treasury Issue; provided
that, if no maturity is
within three months before or after the Remaining Life of the Notes to be
redeemed, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from those yields on a straight line basis,
rounding to the nearest month; or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third Business Day preceding the redemption
date.
“Trustee” shall have the meaning set forth in
the preamble of this First Supplemental Indenture.
ARTICLE 2
General Terms and Conditions of the
Notes
Section
2.01. Designation and Principal
Amount. (a)
There is hereby authorized a series of Securities designated the 5.500% Senior
Notes due 2020, which shall be in the form of senior unsecured notes issued by
the Company under this Indenture, unlimited in aggregate principal
amount.
(b) The Company may, from time to time,
subject to compliance with any other applicable provisions of this First
Supplemental Indenture but without the consent of the Holders, create and issue
pursuant to this First Supplemental Indenture an unlimited principal amount of
additional Securities (in excess of any amounts theretofore issued) having the
same terms and conditions to those of the other outstanding Securities, except
that any such additional Securities (i) may have a different issue date and
issue price from other outstanding Securities and (ii) may have a different amount of interest
payable on the first Interest Payment Date after issuance than is payable on
other outstanding Securities. The Company may not issue additional
Securities described in paragraph 2.01(b) unless such Securities are part of the
same issue as the other outstanding Securities for U.S. federal income tax
purposes.
Section
2.02. Maturity. The Maturity Date will be June 1,
2020.
Section
2.03. Form and
Payment. Except
as provided in Section 2.04, the Notes shall be issued in fully
registered certificated form without interest coupons in denominations of $2,000
and integral multiples of $1,000 in excess thereof, bearing identical
terms. Principal and interest on the Notes
issued in certificated
4
form will be payable, the transfer of
such Notes will be registrable and such Notes will be exchangeable for Notes
bearing identical terms and provisions at the office or agency of the Trustee;
provided, however, that payment of interest may be made,
at the option of the Company, by check mailed to the Holder at such address as
shall appear in the Security Register.
Section
2.04. Interest. (a) The Notes will bear interest, accruing
from the date of initial issuance, at the per annum rate of 5.500%, payable
semi-annually on each Interest Payment Date, commencing on June 1,
2010.
(b) Interest payments will include accrued
interest from and including the last date in respect of which interest has been
duly paid or provided for to, but not including, the next succeeding Interest
Payment Date or the date of redemption, as the case may be. The
amount of interest payable for any full Interest Payment Period will be computed
on the basis of a 360 day year of twelve thirty-day months, and the amount of
interest payable for any period shorter than a full Interest Payment Period for
which interest is computed will be computed on the basis of thirty-day months
and, for periods of less
than a thirty-day month, the actual number of days elapsed per thirty-day
month.
(c) The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the Person in whose name the Notes is
registered at the close of business on the day next preceding the Interest
Payment Date; provided, that in the event the Notes will not continue to remain
in book-entry form or are not in the form of a global certificate, the record
date for each Interest Payment Date shall be the fifteenth day of the month
preceding the month in which such Interest Payment Date occurs (the
“Regular
Record Date”). Any such
interest installment not punctually paid or duly provided for within five
Business Days of such Interest Payment Date shall forthwith cease to be payable
to the registered Holders on such Regular Record Date, and may be paid to the
Person in whose name the Notes is registered at the close of business on a
special record date to be fixed by the Company in accordance with the terms of
the Indenture (“Special Record
Date”) for the payment of
such interest after the Company has deposited with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
interest, notice whereof shall be given by the Trustee to the registered Holders
of this series of Notes not less than ten days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such
exchange.
Section
2.05. No Payment of Additional
Amounts. The
Company will not be required to pay any Additional Amounts with respect to the
Notes.
5
ARTICLE 3
Redemption of the
Notes
The Company shall have the right to
redeem the Notes in accordance with Article 11 of the Base Indenture as amended
and supplemented by the following provisions.
Section
3.01. Redemption. The Company may redeem the Notes at its
option, in whole or in part, at any time and from time to time at a redemption
price equal to the greater of:
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100% of the principal amount of
the Notes to be redeemed; or
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·
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the Make-Whole Redemption
Amount.
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Section 3.02 . Redemption
Procedure for Notes. Notwithstanding the provisions of
Section 11.04 of the Base Indenture, the Company will mail, or cause the Trustee
to mail, notice of every redemption of Notes by first class mail, postage
prepaid, and addressed to the Holders of record of the Notes to be redeemed at
such Holder’s respective last address appearing on the Company’s books. Any
redemption pursuant to this Article 3 will be made upon not less than fifteen
days nor more than sixty days notice before the date fixed for redemption to the
registered Holder of the Notes. If the Notes are to be redeemed in part pursuant
to Section 3.01, the Notes will be redeemed pro rata or
by lot or by any other method utilized by the Trustee that the Trustee shall
deem appropriate. Any notice mailed as provided in this Section
3.02 shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice, but failure duly to give such notice by mail, or any
defect in such notice or in the mailing thereof, to any Holder of the Notes
designated for redemption shall not affect the redemption of any other Notes.
Each such notice given to a Holder shall state: (i) the date of redemption;
(ii) the redemption price;
(iii) that the Notes are
being redeemed pursuant to this Indenture or the terms of the Notes together
with the facts permitting such redemption; (iv) if less than all outstanding Notes are
to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Notes to be redeemed; (v) the place or places where the Notes are
to be redeemed; and (vi)
that interest on the Notes to be redeemed will cease to accrue on the date of
redemption. Notwithstanding the foregoing or any provision of the Base
Indenture, if the Notes are issued in book-entry form through The Depository
Trust Company or any other similar facility, notice of redemption may be given
to the Holders of Notes at such time and in any manner permitted by such
facility. The redemption price shall be paid prior to 10:00 a.m., New York City time, on the date of such redemption or
at such earlier time as the Company determines and specifies in the notice of
redemption. The Company shall deposit with the Trustee or with a Paying Agent an
amount of money
6
sufficient to pay the redemption price
of such Notes or any portion thereof which are to be redeemed on that
date.
Section
3.03. Payment of Securities Called for
Redemption. If
any notice of redemption has been given as provided in Section
3.02, the Notes or
portion of the Notes with respect to which such notice has been given shall
become due and payable on the date and at the place or places stated in such
notice at the applicable redemption price. From and after such date, the Notes
to be redeemed shall cease to bear interest. If any Notes called for redemption
shall not be so paid upon surrender thereof for redemption, the principal of and
premium, if any, on such Notes shall, until paid, bear interest from the date of
redemption. On presentation and surrender of such Notes at a place of payment in
said notice specified, the said securities or the specified portions thereof
shall be paid and redeemed by the Company at the applicable redemption price.
Upon presentation of any Notes redeemed in part only, the Company shall execute
and the Trustee shall authenticate and deliver to the Holder thereof, at the
expense of the Company, new Notes of the same series, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Notes so presented and having the same original issue date, Maturity Date
and terms. If a global security is so surrendered, such new Notes will also be a
new global security.
ARTICLE 4
No Sinking Fund
Article 12 of the Base Indenture shall
be superseded by this Article 4 with respect to the
Notes.
Section
4.01. No
Sinking Fund. The Notes are not entitled to the
benefit of any sinking fund.
ARTICLE 5
Form of Note
Section
5.01. Form of
Note. The Notes
and the Trustee’s Certificate of Authentication to be endorsed thereon are to be
substantially in the following forms:
[FORM OF FACE OF
NOTE]
[IF THE NOTE IS TO BE A GLOBAL SECURITY,
INSERT - THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN
7
THE NAME OF THE CLEARING AGENCY OR A
NOMINEE OF THE CLEARING AGENCY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE CLEARING AGENCY TO A
NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE
CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED
EXCEPT IN LIMITED CIRCUMSTANCES.]
[UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX
XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
PARTNERRE FINANCE B
LLC
5.500% Senior Notes due
2020
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No.
R-1
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$500,000,000
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CUSIP No. 70213B
AA9
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PARTNERRE FINANCE B LLC, a limited
liability company organized and existing under the laws of Delaware (hereinafter
called the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., as nominee for The Depository Trust
Company, or registered assigns, the principal sum of FIVE HUNDRED MILLION
dollars ($500,000,000) on June 1, 2020. The Company further promises
to pay interest on said principal sum from March 15, 2010 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 1 and December 1 in each year, commencing on June 1,
2010, at the rate set forth above, until the principal hereof is paid or duly
provided for. Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months unless the period for which interest is
to be paid consists of less than a thirty-day month, in which case it will be
computed on the basis of the actual number of days elapsed per thirty-day
month.
8
The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date shall, as provided in
the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 15 or November 15 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company in accordance with the terms of the Indenture, notice whereof shall be
given by the Trustee to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and
premium, if any), any interest on this Security will be made at the office or
agency of the company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided,
however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.
Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
Dated: March 15,
2010
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PARTNERRE FINANCE B
LLC
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By:
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Name:
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Title:
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9
This is one of the Notes referred to in
the within mentioned Indenture.
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THE BANK OF NEW YORK MELLON, as
Trustee
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By:
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Authorized
Officer
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[REVERSE OF NOTE]
This Note is one of a duly authorized
issue of securities of the Company (herein called the “Notes”), issued and to be issued in one or
more series under an Indenture, dated as of March 15, 2010 (herein called the
“Base
Indenture”), between the
Company, the Guarantor and The Bank of New York Mellon, as trustee (herein
called the “Trustee”), as supplemented by a First
Supplemental Indenture, dated as of March 15, 2010 (the “First Supplemental
Indenture” and the Base
Indenture as so supplemented, the “Indenture”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, initially limited in aggregate
principal amount to $500,000,000.
All terms used in this Note that are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
If an Event of Default with respect to
Notes of this series shall occur and be continuing, the principal of the Notes
of this series may be declared due and payable in the manner, with the effect
and subject to the conditions provided in the Indenture.
The Indenture contains provisions for
satisfaction, discharge and defeasance at any time of the entire indebtedness of
this Note upon compliance by the Company with certain conditions set forth in
the Indenture.
The Indenture permits, with certain
exceptions as therein provided, the Company and the Trustee at any time to enter
into a supplemental indenture or indentures for the purpose of modifying in any
manner the rights and obligations of the Company and of the Holders of the
Securities, with the consent of the Holders of not less than a majority in
principal amount of the Outstanding
10
Securities of each series to be affected
by such supplemental indenture. The Indenture also contains provisions
permitting Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Note is
registrable in the Securities Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained under
Section 10.02 of the Base Indenture duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Securities Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. No service charge shall be
made for any such registration of transfer or exchange, but the Company or the
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Notes are issuable only in
registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. This Global Security is exchangeable for
Notes in definitive form only under certain limited circumstances set forth in
the Indenture. Notes so issued are issuable only in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. As provided in the Base Indenture and subject to certain limitations
therein set forth, Notes are exchangeable for a like aggregate principal amount
of Notes of a different authorized denomination, as requested by the Holder
surrendering the same.
No recourse shall be had for the payment
of the principal of or the interest on this Note, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, shareholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution,
11
statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issuance
hereof, expressly waived and released.
THE INDENTURE AND THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE.
ARTICLE 6
Original Issue of
Notes
Section
6.01. Original
Issue of Notes. Notes in the aggregate principal amount
not to exceed $500,000,000, except as provided in Section
2.01(b) hereof, may,
upon execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its Chief Executive Officer, President, any Executive Vice President,
Chief Financial Officer, General Counsel or Corporate Secretary, without any
further action by the Company.
ARTICLE 7
Covenants
Article 10 of the Base Indenture shall
be supplemented by the following provisions.
Until all the principal of and interest
on each Note have been paid in full, the Company covenants and agrees with the
Holders that:
Section 7.01. Activities of the
Company. The
Company’s activities shall be limited to issuing senior or subordinated debt
instruments and lending the proceeds from the sale of any such senior or
subordinated debt instruments to PartnerRe U.S. Corporation on terms identical
in all material respects to the terms of the debt instruments issued by the
Company in such transaction, and any other activities necessary or incidental to
these activities. For the avoidance of doubt, the Company shall have
no employees, shall acquire no real property and shall incur no material
obligations other than the senior or subordinated debt obligations referred to
in this Section 7.01.
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instruments for so long as any Note
remains outstanding. Any such debt instrument of PartnerRe
U.S. Corporation shall be evidenced at all times by a note or agreement duly
executed and delivered by PartnerRe U.S. Corporation. The Company shall modify or waive the
terms of any such debt instrument of PartnerRe U.S. Corporation only if and to
the extent that the terms of the Notes have been modified or waived in
accordance with the terms of the Indenture.
Section 7.05. Liens. The Company shall not
create, agree to create, incur, assume or suffer to exist any Lien upon or with
respect to any of its property or assets, whether now owned or hereafter
acquired; provided that nothing in this Section
7.05 shall prevent the
creation, agreement to create, incurrence, assumption or existence of the
following Liens:
(i) Liens in respect of banker’s liens,
rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository or other financial institution;
provided, however, that (x) such deposit account is
not a dedicated cash collateral account and is not subject to restrictions
against access by the Company, and (y) such deposit account is not intended
by the Company to provide collateral to the depository
institution;
(ii) Liens for taxes, assessments or
governmental charges or levies not yet due, or Liens for taxes, assessments or
governmental charges or levies being contested in good faith and by appropriate
proceedings for which adequate reserves have been established in accordance with
GAAP;
(iii) judgment liens in respect of judgments
that do not constitute an Event of Default; and
(iv) any extension, renewal or replacement of
the foregoing Liens.
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ARTICLE 8
Ranking
Section
8.01. Ranking. The Notes shall be the Company’s senior
unsecured indebtedness and shall rank equally with all of its other senior
unsecured indebtedness from time to time outstanding.
ARTICLE 9
Miscellaneous
Section
9.01. Ratification
of Indenture. The Base Indenture as supplemented by
this First Supplemental Indenture, is in all respects ratified and confirmed,
and this First Supplemental Indenture shall be deemed part of the Base Indenture
in the manner and to the extent herein and therein provided.
Section
9.02. Trustee
Not Responsible for Recitals. The recitals herein contained are made
by the Company and not by the Trustee, and the Trustee assumes no responsibility
for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this First Supplemental
Indenture.
Section
9.03. Governing
Law. This First
Supplemental Indenture and each Note shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State applicable to contracts made
and to be performed entirely within said State.
Section
9.04. Separability. In case any one or more of the
provisions contained in this First Supplemental Indenture or in the Notes shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this First Supplemental Indenture or of the Notes, but this First
Supplemental Indenture and the Notes shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or
therein.
Section
9.05. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original; but
such counterparts shall together constitute but one and the same
instrument.
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PARTNERRE FINANCE B
LLC,
as Company
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By:
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/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X.
Xxxxxxx
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Title: EVP & Chief
Operating Officer
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By:
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/s/ Xxxxxx X.
Xxxxxxx
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Name: Xxxxxx X.
Xxxxxxx
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Title:
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PARTNERRE LTD., as
Guarantor
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By:
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/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx
Xxxxxxx
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Title: Group Finance
Director
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THE BANK OF NEW YORK MELLON, as
Trustee
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By:
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/s/ Xxxxxx X. Xxxxxx | |
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Name: Xxxxxx X.
Xxxxxx
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Title: Vice
President
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