DEED OF AMENDMENT


Date:    
__9 December __2020


Between:


(1) Citibank Europe plc
(“Citibank”);


(2)
Everest Reinsurance (Bermuda) Limited; and


(3)
Everest Reinsurance (Bermuda) Limited UK Branch


(parties (2) and (3) together
know as the “Companies”).  


1. Background


1.1 On 31 December 2014 a
Committed Facility Letter for Issuance of Payment Instruments was signed
between Citibank and the Companies, as amended by Letters of Amendment dated 30th
November 2015, 30th December 2016, 29th December 2017 and
by Deeds of Amendment dated 10th December 2018 and 20th
December 2019, and as may be further amended, varied, suppliemented,
novated or assigned from time to time  (the “Committed
Facility Letter”).  


1.2 The Parties have agreed
certain amendments to the Committed Facility Letter as detailed in this deed.  



1.3 Terms and expressions
defined in the Committed Facility Letter shall have the same meanings when used
in this deed  unless the context otherwise requires or the contrary is
otherwise indicated. 


1.4 The parties to this deed 
hereby agree that from the Effective Date (as defined below) the rights and
obligations of the parties under the Committed Facility Letter and the terms of
the Committed Facility Letter shall be amended as specifically set out below.  


2. Effective Date


The following amendments shall
take effect on and from 31st December 2020 (“Effective Date”).
 


3. Amendments


With effect from the Effective
Date, the the following amendments shall be made to the Committed Facility
Letter:


(i)      Clause 2
of the Committed Facility Letter shall be amended and restated in its entirety
as follows:


“The Facility shall be in a maximum
aggregate amount of USD200,000,000.00 (the “Facility Limit”) comprising:


(1)  
Letters of Credit with a maximum tenor of
15 months inclusive of any notice period to the beneficiaries 





 


 



(2)  
Letters of Credit with a maximum tenor of
24 months inclusive of any notice period to the beneficiaries. 


(1) and (2) above, collectively “Standard
LCs”.


 


(3)   Letters
of Credit issued in respect of Funds at Lloyds obligations with a maximum tenor
of up to 60 months inclusive of any notice period to the beneficiaries (“FAL
LCs”).   The aggregate amount in respect of FAL LCs shall not exceed USD
150,000,000 and shall be made available jointly to the Companies.  


 


For
the avoidance of doubt, all or any part of the Facility shall be available to
either Company save that a utilisation by one Company shall reduce the
remaining availability for itself and the other Company. The aggregate of all
utilisations made by the Companies under the Facility shall not exceed the
Facility Limit.


 


No
credit will be issued under the Facility after 31st December, 2021 (the “Availability
End Date”) and no Credit will be issued under the Facility unless it is
expressed to expire no later than 31st December, 2025. (the “Facility Expiry
Date”).”  


 


4. Costs and expenses


Each party to this deed  shall
bear its own costs and expenses in relation to the amendments agreed pursuant
to the terms of this deed. 


5. Affirmation and acceptance


5.1 With effect from the
Effective Date, the terms and conditions of the Committed Facility Letter shall
be read and construed by reference to this deed and all references to the
Committed Facility Letter shall be deemed to incorporate the relevant
amendments contained within this deed and all references in the Committed
Facility Letter  to “this Committed Facility Letter” shall with effect from the
Effective Date be references to the Committed Facility Letter as amended by
this deed.


5.2 In the event of any conflict
between the terms of this deed and the Committed Facility Letter, the terms of
this deed shall prevail. 


5.3 For the avoidance of doubt,
except as amended by the terms of this deed, all of the terms and conditions of
the Committed Facility Letter shall continue to apply and remain in full force
and effect. 


5.5 The Companies shall, at the
request of Citibank, do all such acts necessary or desirable to give effect to
the amendments effected or to be effected pursuant to the terms of this deed. 


6. Continuation of Security


The
Companies confirm that, on and after the Effective Date:


(a) notwithstanding the
amendments made to the Committed Facility Letter pursuant to this deed, the
Pledge Agreement dated 07th April 2005, as amended on 15 March 2006,
10 March 2011, 14 November 2014 between Everest Reinsurance (Bermuda) Ltd and
Citibank (the “Pledge Agreement”) and any security granted under it
continues in full force and effect; and






     







b) such
Pledge Agreement and security extends to the Committed Facility Letter, as
amended pursuant to this deed.


7. Counterparts


This deed may be executed in
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute one and the same agreement. This
amendment shall take effect as a deed notwithstanding it is signed under hand
by Citibank. 


8. Third party rights


No person shall have any right
to enforce any provision of this deed under the Contracts (Rights of Third
Parties) Act 1999. 


9. Governing law


This deed (and any
non-contractual obligation, dispute, controversy, proceedings or claim of
whatever nature arising out of it or in any way relating to this deed or its
formation) shall be governed by and construed in accordance with English law. 


[signature
pages follow]








Signatories to the deed of amendment


	
   

   

   

   

  EXECUTED AS A DEED BY OR ON BEHALF OF 

  Everest Reinsurance (Bermuda) Limited UK Branch

   

  and signed by the persons specified on the right 

  acting in accordance with the laws of United Kingdom,  

  under the authority of the Company 

  pursuant to a resolution of Everest Reinsurance
  (Bermuda) Limited UK Branch

  dated:  December 9, 2020:

   

   

   

   

   

   

   

   

   

  	
   

   

   

   

   

   

  Signed                      /S/ NIGEL EDWARDS
  SMITH

                                   

  Name                       Nigel Edwards-Smith__

   

  Title                         Chief Administrative
  Officer__

   

  Signed                      /S/ PAUL CLAYDEN

   

  Name                       Paul
  Clayden________

   

  Title                          
  Financial Comptroller_

   

   

   

   

  






 


	
   

   

   

  EXECUTED AS A DEED BY OR ON BEHALF OF 

  Everest Reinsurance (Bermuda) Limited 

   

  and signed by the persons specified on the right 

  acting in accordance with the laws of Bermuda,  

  under the authority of the Company 

  pursuant to a resolution of Everest Reinsurance
  (Bermuda) Limited

  dated:  December 9 2020:

   

   

   

   

  	
   

   

   

   

   

  Signed                      /S/ SANJOY MUKHERJEE

   

  Name                       Sanjoy Mukherjee

   

  Title                         Director

   

  Signed                      /S/ DAVID LAWLER

   

  Name                       David
  Lawler

   

  Title                          
  Chief Accountant

   

   

   

   

  






 


 


 


 








WE
HEREBY CONFIRM OUR ACCEPTANCE ON BEHALF OF CITIBANK:


 


By:           /S/ NIALL
TUCKEY


Name:   Niall Tuckey


Title:      Director