|
Exhibit
4.2
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
TABLE OF CONTENTS
Page
|
ARTICLE
1
|
|
Definitions
|
|
|
|
|
Section 1.01
. Definitions of Terms
|
1
|
|
|
|
|
ARTICLE
2
|
|
General Terms
and Conditions of the Notes
|
|
|
|
|
Section 2.01
. Designation and Principal
Amount
|
4
|
|
Section 2.02
. Maturity
|
4
|
|
Section 2.03
. Form and Payment
|
4
|
|
Section 2.04
. Interest
|
5
|
|
Section 2.05
. No Payment of Additional
Amounts
|
5
|
|
|
|
|
ARTICLE
3
|
|
Redemption of
the Notes
|
|
|
|
|
Section 3.01
. Redemption
|
6
|
|
Section 3.02
. Redemption Procedure for
Notes
|
6
|
|
Section 3.03
. Payment of Securities Called for
Redemption
|
6
|
|
|
|
|
ARTICLE
4
|
|
No Sinking
Fund
|
|
|
|
|
Section 4.01
. No Sinking Fund
|
7
|
|
|
|
|
ARTICLE
5
|
|
Form of
Note
|
|
|
|
|
Section 5.01
. Form of Note
|
7
|
|
|
|
|
ARTICLE
6
|
|
Original Issue
of Notes
|
|
|
|
|
Section 6.01
. Original Issue of
Notes
|
11
|
|
|
|
|
ARTICLE
7
|
|
Covenants
|
|
|
|
|
Section 7.01.
Activities of the Company
|
12
|
|
Section 7.02.
Use of Proceeds
|
12
|
|
Section 7.03.
Proper Records
|
12
|
|
Section 7.04.
Compliance with Laws
|
12
|
|
Section 7.05.
Liens
|
12
|
|
ARTICLE
8
|
|
Ranking
|
|
|
|
|
Section 8.01
. Ranking
|
13
|
|
|
|
|
ARTICLE
9
|
|
Miscellaneous
|
|
|
|
|
Section 9.01
. Ratification of
Indenture
|
13
|
|
Section 9.02
. Trustee Not Responsible for
Recitals
|
13
|
|
Section 9.03
. Governing Law
|
13
|
|
Section 9.04
. Separability
|
14
|
|
Section 9.05
. Counterparts
|
14
|
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 ”),
s upplementi ng 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.
“
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
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.
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.
A
| 
