FIRST SUPPLEMENTAL INDENTURE Dated as of May 27, 2008 between PARTNERRE FINANCE A LLC, Issuer PARTNERRE LTD., Guarantor to THE BANK OF NEW YORK Trustee
Exhibit
4.2
Dated
as of May 27, 2008
between
PARTNERRE
FINANCE A LLC,
Issuer
Guarantor
to
THE
BANK OF NEW YORK
Trustee
TABLE
OF CONTENTS
Page
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ARTICLE
1
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Definitions
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Section
1.01. Definitions
of Terms
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1
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ARTICLE
2
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General Terms and
Conditions of the Notes
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Section
2.01. Designation
and Principal Amount
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4
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Section
2.02. Maturity
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4
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Section
2.03. Form
and Payment
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4
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Section
2.04. Interest
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5
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Section
2.05. No
Payment of Additional Amounts
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5
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ARTICLE
3
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Redemption of the
Notes
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Section
3.01. Redemption
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6
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Section
3.02. Redemption
Procedure for Notes
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6
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Section
3.03. Payment
of Securities Called for Redemption
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6
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ARTICLE
4
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No Sinking
Fund
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Section
4.01. No
Sinking Fund
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7
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ARTICLE
5
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Form of
Note
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Section
5.01. Form
of Note
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7
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ARTICLE
6
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Original Issue of
Notes
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Section
6.01. Original
Issue of Notes
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11
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ARTICLE
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Covenants
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Section
7.01. Activities
of the Company
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12
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Section
7.02. Use
of Proceeds
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12
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Section
7.03. Proper
Records
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12
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Section
7.04. Compliance
with Laws
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12
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Section
7.05. Liens
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12
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i
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ARTICLE
8
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Ranking
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Section
8.01. Ranking
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13
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ARTICLE
9
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Miscellaneous
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Section
9.01. Ratification
of Indenture
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13
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Section
9.02. Trustee
Not Responsible for Recitals
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13
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Section
9.03. Governing
Law
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13
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Section
9.04. Separability
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14
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Section
9.05. Counterparts
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14
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ii
FIRST
SUPPLEMENTAL INDENTURE, dated as of May 27, 2008 (the “First Supplemental
Indenture”), among PartnerRe Finance A 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, a New York banking corporation, as trustee (the “Trustee”), supplementing the Indenture among the Company, the Guarantor and
the Trustee, dated as of May 27, 2008 (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 6.875% Senior Notes due 2018 (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 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 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:
NOW
THEREFORE, in consideration of the purchase and acceptance of the Notes by the
Holders thereof, and for the purpose of setting forth, as provided in this
Indenture, the form and substance of the Notes and the terms, provisions and
conditions thereof, it is mutually covenanted and agreed as
follows:
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 December 1, 2008.
“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
December 1, 2008.
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 50 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 Credit Suisse Securities (USA) LLC and a primary U.S.
government securities dealer in New York City (“Primary Treasury Dealer”)
selected by Wachovia Capital Markets, LLC, and their respective successors,
unless any of them ceases to be a Primary Treasury Dealer, in which case the
Company shall substitute another Primary Treasury Dealer and (2) two other
Primary Treasury Dealers 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 constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue; provided that, if no
3
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 6.875% Senior Notes due 2018, 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.
Section
2.02 . Maturity. The
Maturity Date will be June 1, 2018.
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 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.
4
Section
2.04 . Interest. (a)
The Notes will bear interest, accruing from the date of initial issuance, at the
per annum rate of 6.875%, payable semi-annually on each Interest Payment Date,
commencing on December 1, 2008.
(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. Notwithstanding Section 10.04 of the Base
Indenture, the Company will not be required to pay any Additional Amounts with
respect to the Notes.
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.
5
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 fair and 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 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,
6
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 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.]
7
[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 A LLC
6.875%
Senior Notes due 2018
| No. R-1 |
$250,000,000
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CUSIP
No. 00000XXX0
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PARTNERRE
FINANCE A LLC, a limited liability company organized and existing under the laws
of Delaware (hereinafter called the “Company”, which term includes
any successor company 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 TWO
HUNDRED FIFTY MILLION dollars ($250,000,000) on June 1, 2018. The
Company further promises to pay interest on said principal sum from May 27, 2008
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 December 1, 2008, 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.
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
8
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.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: May
27, 2008
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PARTNERRE
FINANCE A LLC
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By:
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| Name: | |||
| Title: | |||
This is
one of the Notes referred to in the within mentioned Indenture.
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THE BANK OF NEW YORK,
as
Trustee
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By:
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| Authorized Officer | |||
9
[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 May 27, 2008
(herein called the “Base
Indenture”), between the Company, the Guarantor, and The Bank of New
York, as trustee (herein called the “Trustee”), as supplemented by
a First Supplemental Indenture, dated as of May 27, 2008 (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 $250,000,000.
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 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
10
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 company, whether by virtue of any constitution, 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
$250,000,000, except as provided in Section 2.01(b) hereof, may, upon execution
of this First Supplemental Indenture, be executed by the
11
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:
12
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.
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.
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
13
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.
14
IN WITNESS
WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized, on the
date or dates indicated in the acknowledgments and as of the day and year first
above written.
|
PARTNERRE
FINANCE A LLC,
as
Company
|
|||
|
By:
|
/s/ Xxxx X. Xxxxxxx | ||
| Name: | Xxxx X. Xxxxxxx | ||
| Title: | Executive Vice President & CFO | ||
|
By:
|
/s/ Xxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxx | ||
| Title: | Executive Vice President, General Counsel & Secretary | ||
|
PARTNERRE
LTD., as
Guarantor
|
|||
|
By:
|
/s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | ||
| Title: | President and Chief Executive Officer | ||
|
By:
|
/s/ Xxxxxx X. Xxxxxxxxx | ||
| Name: | Xxxxxx X. Xxxxxxxxx | ||
| Title: | President and Chief Executive Officer | ||
|
THE
BANK OF NEW YORK, as
Trustee
|
|||
|
By:
|
/s/ Xxxxx Xxxxxxxx | ||
| Name: | Xxxxx Xxxxxxxx | ||
| Title: | Assistant Treasurer | ||
