May 12, 2020


 


 


Everest
International Reinsurance, Ltd. 


Seon
Place, 4th Floor


141
Front Street


Hamilton,
HM 19


P.O.
Box HM 845


Telecopy
Number: (441) 295-4828


Attention:
Sanjoy Mukherjee


 


Ladies
and Gentlemen:


 


Ref: Amendment Agreement – Standby Letter of Credit
Facility


 


This Letter Agreement (this “Amendment Agreement”)
is made as of May 12, 2020 between Lloyds Bank Corporate
Markets plc (the “Bank” or “us”) and Everest International
Reinsurance, Ltd., a company organized under the laws of Bermuda (the “Company”,
“you” or “your”) in connection with that certain:  (i) letter agreement
dated as of November 9, 2015 between the Bank and the Company (as the same may
have been previously amended, modified, supplemented or otherwise restated, the
“Facility Letter Agreement”), (ii) Master Agreement for Standby Letters
of Credit and Demand Guarantees dated as of November 9, 2015 between the Bank
and the Company (as the same may have been previously amended, modified, supplemented
or otherwise restated, the “Master Agreement”), (iii) the Pledge and
Security Agreement dated as of November 9, 2015 (as the same may have been
previously amended, modified, supplemented or otherwise restated, the “Pledge
and Security Agreement”) and (iv) Account Control Agreement dated as
of November 9, 2015 made among the Company, the Bank and The Bank of New York
Mellon (as the same may have been amended, modified, supplemented or otherwise
restated, the “Account Control Agreement” and, together with the
Facility Letter Agreement, the Master Agreement and the Pledge and Security
Agreement, the “Existing Documents”). Unless otherwise specified herein,
all terms defined in this Amendment Agreement shall have the meanings as
provided for in the relevant Related Documents.   


 


You have advised us of your intention, by way of
amendment, to increase the aggregate total amount of the committed line of
credit provided for in the Facility Letter Agreement (as such amount may be
reduced as hereinafter provided) in support of your obligation to provide Funds
at Lloyd’s to support your and any Other Party’s business assumed as a member
of certain syndicates at Lloyd’s for the 2020 Year of Account. 


 


In consideration of the mutual covenants and agreements
herein contained the parties hereto agree and covenant to amend the Existing
Documents as follows: 


 


Amendments: 


 


1.   
Any and all references to “Related
Documents”, in any Related Documents, shall be read to include this Amendment
Agreement.  


 


2.   
The reference to “£47,000,000” in
the first paragraph of the Facility Letter Agreement is deleted and replaced by
“£52,175,000”.


 


 


 


 


 


 



 






 












 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 


Conditions Precedent: 


 


This Amendment Agreement
shall become effective and the effective date shall occur upon the satisfaction
of the following conditions (and the documents required to be delivered shall
be in form and substance satisfactory to the Bank) (the first date on which all
of the following conditions are satisfied or waived by the Bank, the “Effective
Date” but which must occur on or before the date hereof):


 


1.   
delivery of this Amendment
Agreement duly executed by the Company; 


 


2.   
delivery of copies of the
constitutional documents of the Company certified as true and correct and up to
date by the Secretary, Assistant Secretary or other authorized officer of the
Company;


 


3.   
delivery of a certificate of the
Secretary, Assistant Secretary or other authorized officer of the Company,
attaching and certifying copies of the resolutions of its board of directors
authorizing the execution and delivery of the Amendment Agreement and the
performance of the transactions contemplated herein, and certifying the name,
title, and true signature of each officer of the Company authorized to execute
the Amendment Agreement and the other Related Documents;


 


4.   
delivery of a good standing
certificate or comparable certificate relating to the Company’s good standing
under the laws of the jurisdiction of its organization;


 


5.   
satisfactory completion by the Bank
of all “know your customer” checks;


 


6.   
delivery of favorable opinions of
counsel to the Company addressed to the Bank and covering matters customary for
a transaction of this nature;


 


7.   
the Bank shall have received
evidence satisfactory to the Bank that all necessary or appropriate steps have
been taken in order to perfect the lien and security interest of the Bank in
the collateral pledged to the Bank pursuant to the Pledge and Security
Agreement; 


 


8.   
the Bank shall have received
evidence satisfactory to the Bank that CT Corporation System is the agent for
accepting service of process for the Company pursuant to Section 19 of the
Master Agreement; 


 


9.   
no Event of Default under the
Master Agreement shall have occurred and be continuing; and


 


10.   the representations and
warranties set out in the Existing Documents shall be true and correct in all
respects as if made on the Effective Date except to the extent they refer to an
earlier date in which case they shall be true and correct as of such date.


 


Entire Agreement; Restatement:  


This Amendment Agreement
and the Existing Agreements constitute the entire agreement and understanding
of the parties with respect to its subject matter and supersedes all oral
communications and prior writings (except as otherwise provided herein) with
respect thereto.


Save as amended hereby,
all terms and conditions of the Existing Documents will continue in full force
and effect. References to the Existing Documents will be to the Existing
Documents, as amended by this Amendment Agreement. 


 


 


 


 


 


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Counterparts: 


 


This Agreement may be
executed by the parties hereto individually, or in any combination of the
parties hereto, in two or more counterparts, each which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page of this Amendment
Agreement by any electronic imaging means (including portable document format)
shall be effective as delivery of a manually executed counterpart of this
Amendment Agreement; provided, however, that, the Bank shall require any
request for a Letter of Credit delivered via email to attach such request,
signed by authorized signatories, in portable document format. 


 


Governing Law: 


 


                This Amendment
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York. 


 


 


 


 


[Signature page to follow] 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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  Yours sincerely,

   

  LLOYDS BANK CORPORATE MARKETS PLC

   

   

  By:       /S/ KAMAIA BASDEO

  
	
   

  	
  Name:  Kamaia Basdeo

  Title:    Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:        /S/ TINA WONG

  
	
   

  	
  Name:  Tina Wong

  
	
   

  	
  Title:    Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and agreed (in
  counterpart) this 12th day of May, 2020

  	
   

  
	
   

  	
   

  
	
  EVEREST INTERNATIONAL
  REINSURANCE, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:       /S/ SANJOY MUKHERJEE

  	
   

  
	
  Name: Sanjoy Mukherjee

  	
   

  
	
  Title:   CEO and Managing
  Director

  	
   

  






 


 


 


 






 












 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 


 


 


 


 


 


 


 


 


 


 


 


Amendment Agreement