Niall
  Tuckey

  	
  Citibank
  Europe plc 

  
	
   

  	
  Director

  	
  1 North
  Wall Quay

  
	
   

  	
  ILOC
  Product

  	
  Dublin 1, Ireland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tel      +353
  (1) 622 7430

  
	
   

  	
   

  	
  Fax     +353
  (1) 622 2741

  Niall.Tuckey@Citi.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


FROM:    Citibank Europe plc (the “Bank”)                            


TO:          Everest Reinsurance
(Bermuda) Limited (“Everest Re”)

2nd Floor, Wessex House

45 Reid Street

Hamilton HM DX

Bermuda


Everest
Reinsurance (Bermuda) Limited, UK Branch (“Everest UK”)

40 Lime Street

London EC3M 5BS

United Kingdom


(each
and a “Company” and together the “Companies”) 


DATE:      9 August 2021


Committed
letter of credit facility


1.           
Amendment and
restatement of the Existing Facility Letter


1.1        
The
Companies and the Bank have entered into a committed letter of credit facility
letter dated 31 December 2014, as amended by letters of amendment dated 30
November 2015, 30 December 2016 and 29 December 2017 and by deeds of amendment
dated 10 December 2018, 20 December 2019 and 9 December 2020 (the “Existing
Facility Letter”). 


1.2        
With
effect on and from 9 August 2021 (the “Effective
Date”): 


(a)         
the Existing Facility
Letter shall be amended and restated in the form of this letter (this “Committed Facility Letter”) and the facility provided under the
Existing Facility Letter shall continue on the terms of this Committed Facility
Letter and the uncommitted letter of credit facility letter entered into
between the Companies and the Bank on or around the date of this Committed
Facility Letter (the “Uncommitted
Facility Letter”); 


(b)         
each Existing Standard
LC and each Existing FAL LC shall continue to be a Credit for the purposes of
the Facility Documents;


(c)         
each Existing Standard
LC shall be subject to the terms of this Committed Facility Letter as if it was
originally established under the Committed Facility pursuant to the terms of
this Committed Facility Letter; and









 





(d)         
each Existing FAL LC
shall be subject to the terms of the Uncommitted Facility Letter as if it was
originally established under the Uncommitted Facility pursuant to the terms of
the Uncommitted Facility Letter.


1.3        
The
Companies confirm that, on and from the Effective Date:


(a)         
each
Facility Document shall remain in full force and effect; and


(e)         
the
security interests created by or pursuant to each Pledge Agreement shall
continue in full force and effect and extend to the obligations of the relevant
Company under the Facility Documents.


1.4        
Until
the Effective Date, the Existing Facility Letter shall remain in full force and
effect and each Existing Standard LC and each Existing FAL LC shall continue to
be subject to the terms of the Existing Facility Letter.


2.          
Committed letter
of credit facility


The Bank
is pleased to confirm its committed letter of credit issuance facility, subject
to the terms and conditions set out in this Committed Facility Letter (the “Committed  Facility”).


3.          
Amount and
availability 


3.1        
The
Committed Facility shall be in a maximum aggregate amount of USD 230,000,000.00
(the “Committed
Facility Limit”). The Committed Facility shall be made available
jointly to the Companies provided that, for the avoidance of doubt, all or any
part of the Committed 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 Committed Facility shall not exceed the Committed Facility Limit.


3.2        
The
Committed Facility may be utilised in respect of the establishment of Credits
with a maximum tenor of 24 months (inclusive of any notice period to the
beneficiaries), provided that the Committed Facility may not be utilised in
respect of the establishment of FAL LCs.


3.3        
 No Credit will be issued under the Committed Facility after
31 December 2023 (the “Availability End Date”) and no
Credit will be issued under the Committed Facility unless it is expressed to
expire no later than 31 December 2025.


4.          
Facility
Documents


4.1        
The
Companies have entered into the following documents in relation to facilities
offered by the Bank in connection with the Master Agreements:


(f)          
this
Committed Facility Letter;


(g)         
the
Uncommitted Facility Letter;


(h)         
the
Insurance Letters of Credit – Master Agreement (Form 3/CIFS) dated 7 April 2005
and entered into by Everest Re in favour of the Bank (under its previous name
of Citibank Ireland Financial Services plc) and Citibank N.A. (the “Everest Re
Master Agreement”); 





   

 {L0045468; 1}

  







(i)          
the
Insurance Letters of Credit – Master Agreement (Form 3/CIFS) dated 29 December
2005 and entered into by Everest UK in favour of the Bank (under its previous
name of Citibank Ireland Financial Services plc) and Citibank N.A. (the “Everest UK
Master Agreement” and together with the Everest Re Master Agreement, the
“Master
Agreements”); 


(j)          
the
fee letter dated on or about the date of this Committed Facility Letter and
entered into between the Bank and the Companies in respect of the fees payable
by the Companies to the Bank in relation to the Committed Facility and the
Uncommitted Facility (the “Fee Letter”); 


 


(k)         
the
Pledge Agreement dated 7 April 2005 and entered into by Everest Re in favour of
the Bank (under its previous name of Citibank Ireland Financial Services plc),
as amended by amendment agreements dated 10 March 2011 and 14 November 2014
(the “Everest
Re Pledge Agreement”); 


(l)          
the
Pledge Agreement dated 7 April 2005 and entered into by Everest UK in favour of
the Bank (under its previous name of Citibank Ireland Financial Services plc),
as amended by amendment agreements dated 15 March 2006 and 14 November 2014
(the “Everest
UK Pledge Agreement”, and together with the Everest Re Pledge
Agreement the “Pledge Agreements”); 


(m)       
the
Collateral Account Control Agreement dated 7 April 2005 and entered into by
Everest Re, the Bank (under its previous name of Citibank Ireland Financial
Services plc) and The Bank of New York Mellon (under its previous name of The
Bank of New York), as amended by an amendment agreement dated 14 November 2014 
(the “Everest
Re Account Control Agreement”); and


(n)         
the
Collateral Account Control Agreement dated 7 April 2005 and entered into by
Everest UK, the Bank (under its previous name of Citibank Ireland Financial
Services plc) and The Bank of New York Mellon (under its previous name of The
Bank of New York), as amended by amendment agreements dated 15 March 2006, 14
November 2014 and 17 September 2015 (the “Everest UK Account
Control Agreement”, and together with the Everest Re Account
Control Agreement, the “Account Control Agreements”), 


in each case, as
amended, varied, supplemented, novated or assigned from time to time.


4.2        
In
the event of any inconsistency between the terms of this Committed Facility
Letter and the terms of any other Facility Document in respect of the terms of
the Committed Facility, the terms of this Committed Facility Letter shall
prevail.


5.          
Conditions
precedent


A Company shall not
request the issue of any further Credits on or after the Effective Date until
the Bank has received the documents and other evidence specified below in a
form and substance satisfactory to the Bank:


(o)         
this
Committed Facility Letter, the Uncommitted Facility Letter and the Fee Letter,
each duly executed on behalf of the Companies; 


(p)         
an
affirmation letter signed by a director of each Company in respect of the
security interests created by or pursuant to each Pledge Agreement; and





   

 {L0045468; 1}

  










 



















 






(q)         
such
other documents and other evidence as the Bank may reasonably require prior to
the date of issuance of any further Credits on or after the Effective Date.


6.          
Utilisation
requests


6.1        
Whenever
a Company wishes the Bank (which, for purposes of this paragraph 6 shall
include any branch or affiliate of the Bank that issues a Credit pursuant
hereto) to issue a Credit under the Committed Facility, it shall provide a duly
completed application form in accordance with the provisions of the relevant
Master Agreement.


6.2        
The
Bank shall be entitled to examine each request to issue a Credit on a
case-by-case basis and, notwithstanding clause 1.1(i) of the relevant Master
Agreement during the continuance of this Committed Facility Letter, shall only
be entitled to decline any such request without liability where:


(r)          
such
request would cause the Bank to be in breach of any law of any jurisdiction
(including non-exclusively any breach of sanctions imposed by the law of the
United States of America); or


(s)         
the
Credit requested is in a currency which is not an Approved Currency;


(t)          
upon
the issuance of the requested Credit the provisions of paragraph 3 (Amount
and availability) would not be complied with;


(u)         
the
request was received by the Bank after the date falling five (5) days before
(but not including) the Availability End Date;


(v)         
on
the date of the request and/or the proposed date of issuance, a Company is in
breach (unless such breach is capable of remedy and has been remedied to the
satisfaction of the Bank) of any provision of any Facility Documents;


(w)        
on
the date of the request and/or the proposed date of issuance, any of the
representations or warranties set out in the Master Agreement is not true in
all material respects; and/or


(x)         
on
the proposed date of issuance, any deposit(s) as may have been requested by the
Bank to be placed in the accounts established pursuant to the terms of the
relevant Pledge Agreement and/or relevant Account Control Agreement have not
been carried out to the Bank’s satisfaction.


7.          
Interest 


7.1        
The
relevant Company shall pay interest on the amount drawn by a Beneficiary under
a Credit at the Interest Rate from the date of drawing until the date of
reimbursement by the relevant Company.


7.2        
Any
interest accruing under this paragraph 7 shall be
immediately payable by the relevant Company on demand by the Bank. Overdue
interest shall be compounded in accordance with the usual practice of the Bank
in respect of unauthorised overdrafts.


7.3        
Interest
due from the Company under this Committed Facility Letter shall be:


(y)         
calculated
and accrue from day to day;








 



















 






(z)         
calculated
on the basis of the actual number of days elapsed and a 360 day year (or such
other day count convention as is market practice for the relevant currency);
and


(aa)      
payable
both before and after judgment.


8.          
Fees 


The
fees that a Company is obliged to pay to the Bank in connection with the
Committed Facility are as set out in the Fee Letter.


9.          
Repayment and
expiry


9.1        
For
the avoidance of doubt and without double counting, the reimbursement and indemnification
provisions contained within the Master Agreements shall apply in respect of
each Credit established or deemed established pursuant to this Committed
Facility Letter, including each Existing Standard LC.


9.2        
The
provisions of paragraph 3.3 shall
apply in respect of the expiry of the Committed Facility. The Companies and the
Bank may commence negotiations, without being under any obligation, 


9.3        
on
the renewal of the Committed Facility no earlier than 90 days, and no later
than 60 days (or such other time period as may be agreed by the Bank), before
the Availability End Date.


10.        
Representations
and warranties 


Each Company
represents and warrants to the Bank, on the date of this Committed Facility
Letter and, with reference to paragraph (f)(ii) below only, on each day (by
reference to the facts and circumstances then existing) until this Committed
Facility Letter is terminated, that:


(bb)      
it
(i) is duly organised, validly existing and (to the extent applicable) in good
standing under the laws of its jurisdiction of incorporation or organisation,
(ii) is duly qualified to do business and (to the extent applicable) in good
standing in each jurisdiction where, because of the nature of its activities or
properties, such qualification is required, (iii) has the requisite corporate
power and authority and the right to own and operate its properties, to lease
the property it operates under lease, and to conduct its business as now and
proposed to be conducted, and (iv) has obtained all material licenses, permits,
consents or approvals from or by, and has made all filings with, and given all
notices to, all governmental authorities having jurisdictions, to the extent
required for such ownership, operation and conduct (including, without
limitation, the consummation of transactions contemplated by this Committed
Facility Letter and the other Facility Documents) as to each of the foregoing,
except, in each case in clauses (ii), (iii) and (iv), where the failure to do
so would not have a material adverse effect on the financial condition or
prospects of the Group;


(cc)       
the
execution, delivery and performance by it of each the Facility Documents and
the consummation of the transactions contemplated thereby are within the
Company's corporate powers, have been duly authorised by all necessary
corporate action, and do not contravene (i) the Company's constitutional
documents or (ii) law or any contractual restriction binding on or affecting
the Company;








 



















 






(dd)      
no
authorisation or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any third party is required
for the due execution, delivery and performance by it of any Facility Document
or in respect of any Credit, except for those authorisations, approvals,
actions, notices and filings that have been duly obtained, taken, given or made
and are in full force and effect; 


(ee)      
each
Facility Document has been duly executed and delivered by each Company and
constitutes the legal, valid and binding obligation of it enforceable against
it in accordance with its terms, subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganisation, moratorium or similar law affecting
creditors' rights generally, (ii) the effect of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or law);


(ff)         
the
financial statements included in the most recent 10Q filing, copies of which have
been furnished to the Bank, fairly present the financial condition of each
Company in all material respects in accordance with generally accepted
accounting principles consistently applied. Since the date of such filing there
has been no material adverse change to the financial condition or property of
each Company; and


(gg)      
there
is no pending or, to the knowledge of each Company, threatened action, suit,
investigation, litigation or proceeding affecting any member of the Group
before any court, governmental agency or arbitrator that (i) could be
reasonably likely to have a material adverse effect on the financial position
or prospects of the Group or (ii) purports to affect the legality, validity or
enforceability of this Committed Facility Letter or any Facility Documents or
the consummation of the transactions contemplated hereby and thereby.


11.        
Undertakings 


Each Company
undertakes to the Bank that it shall:


(hh)      
ensure
that the Bank receives each annual report on Form 10-K filed by Everest Re
Group Ltd. with SEC as soon as it is available and in any event within 105 days
of its financial year end except to the extent such annual report is publicly
available on  Everest Re Group, Ltd.’s website;


(ii)         
ensure
that the Bank receives each quarterly report on Form 10-Q filed by Everest Re.
Group Ltd. with SEC as soon as it is available and in any event within 55 days
of the end of the relevant quarter except to the extent such quarterly report
is publicly available on each Company’s website; and


(jj)         
promptly
upon it becoming aware of the event, provide the Bank with notice of any change
in that Company’s ownership structure such that its ultimate parent (as at the
date of this Committed Facility Letter) ceases to own, directly or indirectly,
a majority of the equity of the Company or upon any announcement of such a
restructuring by the parent. Any such event shall entitle the Bank, at its sole
discretion, and upon 60 days’ prior notice to the Companies to terminate the
Committed Facility. 


12.        
Amendments to
the Master Agreements


12.1     
With
effect on and from the date of this Committed Facility Letter, the Master
Agreements shall be amended as follows:





(kk)       
clause
13 of the Everest Re Master Agreement shall be amended such that the words “Subject
to your receiving our prior written agreement, such agreement not to be
unreasonably withheld, you” shall be deleted and replaced with “You”; 


(ll)         
clause
15.1 of the Everest Re Master Agreement shall be deleted and replaced with the
following:


“We hereby irrevocably authorise you to
debit and credit, on our behalf, in respect of payments due under this
Agreement and any associated agreements thereof, any account or accounts which
are held in our name with Citibank, N.A.”; and


(mm)    
clause
10 of the Everest UK Master Agreement shall be amended such that the words “(subject
to our consent, such consent not to be unreasonably withheld)” shall be
deleted.


12.2     
Except
as amended by the terms of this Committed Facility Letter, all of the terms and
conditions of each of the Master Agreements shall continue to apply and remain
in full force and effect.


13.        
Costs and
expenses


Each Company undertakes to indemnify
the Bank, on demand, for and against all actions, proceedings, losses, damages,
reasonable and documented charges, costs, expenses, claims and demands which
the Bank may incur, pay or sustain (apart from the Bank’s own gross negligence
or wilful misconduct) in connection with this Committed Facility Letter
(including non-exclusively the cost of all registrations and any other legal
fees that the Bank incurs in relation to the Committed Facility).


14.        
Certificates 


Without prejudice to each Company’s
rights under this Committed Facility Letter, any calculation or demand made, or
certificate issued by the Bank specifying any amount due under this Committed
Facility Letter or any Facility Documents or any determination of any ratio
shall, in the absence of manifest error, be conclusive and binding on each
Company.


15.        
Miscellaneous 


15.1     
The
rights of the Bank under this Committed Facility Letter and the Facility
Documents may be exercised as often as necessary; are cumulative and not
exclusive of its rights under the general law; and may be waived only in
writing and specifically. Delay in exercising or non‐exercise of any such
right is not a waiver of that right.


15.2     
If
any provision of this Committed Facility Letter or any Facility Documents is or
becomes illegal, invalid or unenforceable in any jurisdiction, that shall not
affect (i) the legality, validity or enforceability in that jurisdiction of any
other provision of that document; or (ii) the legality, validity or
enforceability in any other jurisdiction of that or any other provision of that
document.


15.3     
In
no event shall the Bank be liable on any theory of liability for any special,
indirect or punitive damages and each Company hereby waives, releases and
agrees (for itself and on behalf of the other members of the Group) not to sue
upon any such claim for any such damages, whether or not accrued and whether or
not known or suspected to exist in its or their favour.


15.4     
Clause
13 of each Master Agreement shall apply in respect of this Committed Facility
Letter as if set out here in full, with necessary changes, including that
references to “this Agreement” or like references shall be deemed to refer to
this Committed Facility Letter.





15.5     
The
terms of this Committed Facility Letter may not be waived, modified or amended
unless such waiver, modification or amendment is in writing and signed by you
nor may either Company assign any of its rights hereunder without the prior
written consent of the Bank.


16.        
Definitions and
interpretation


16.1     
Terms
defined in the relevant Master Agreement shall have the same meanings when used
in this Committed Facility Letter unless otherwise defined herein.
Additionally, the following terms have the following meanings:


“Approved Currency”
means United States dollars (USD), Australian dollars (AUD), Singapore dollars
(SGD), Hong Kong dollars (HKD), euros (EUR), pounds sterling (GBP) or Canadian
dollars (CAD), or such other currency which may be approved by the Bank;


“Business
Day” means a day (other than a Saturday or a Sunday) on which banks are
generally open in Dublin and London.


“Existing
FAL LC” means:


(nn)      
each
of the letters of credit specified in the Schedule to the Uncommitted Facility
Letter; and


(oo)      
each
other FAL LC established or deemed established by the Bank pursuant to the
facility granted by the Bank under the Existing Facility Letter.


“Existing
Standard LC” means:


(a)         
each
of the letters of credit specified in the Schedule to this Committed Facility
Letter; and


(pp)      
each
other letter of credit or similar or equivalent instrument established or
deemed established by the Bank pursuant to the facility granted by the Bank
under the Existing Facility Letter, except for any Existing FAL LC.


“Facility
Document” means each of the documents specified in paragraph 4.1, any other document pursuant to which
a security interest, guarantee or other form of credit support is created or
exists in favour of the Bank in respect of the obligations of any Company in
respect of any Credits or any facility offered by the Bank in connection with
the Master Agreements, and any other document designated as a Facility Document
by the Companies and the Bank.


“FAL
LC” means a letter of credit in respect of Funds at Lloyd’s obligations.


“Group”
means the Companies and each other person from time to time included in the
consolidated financial statements of Everest Re. Group Ltd. filed with SEC.


“Interest
Rate” means, at any time, 1% per annum above SOFR as determined by the
Bank.


“SEC”
means the U.S. Securities and Exchange Commission.








 



















 






“SOFR” means; (i) with respect
to any SOFR
Banking Day, a rate per annum equal to the secured overnight financing rate for
such Business Day administered by the Federal Reserve Bank of New York (or any
other person which takes over the administration of that rate) published by the
Federal Reserve Bank of New York (or any other person which takes over the
publication of that rate) on the immediately succeeding SOFR Banking Day; and
(ii) on any day other than a SOFR Banking Day, the rate appliable to the
immediately preceding SOFR Banking Day. If applicable SOFR on any day is less
than 0%, the rate for that day shall be deemed to be 0%.


“SOFR
Banking Day” means any day other than: (i) a Saturday or Sunday; and (ii) a
day on which the Securities Industry and Financial Markets Association (or any
successor organisation) recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in US Government
securities.


“Uncommitted Facility” has the meaning given to
it in the Uncommitted Facility Letter.


16.2     
In
this Committed Facility Letter (unless otherwise provided):


(qq)      
words
importing the singular shall include the plural and vice versa; and


(rr)        
references
to:


(i)          
paragraphs
are to be construed as references to the paragraphs of this Committed Facility
Letter;


(ii)         
any
document shall be construed as references to that document, as amended, varied,
novated or supplemented;


(iii)        
any
statute or statutory provision shall include any statute or statutory provision
which amends, extends, consolidates or replaces the same;


(iv)        
any
document or person being acceptable  or approved  or satisfactory 
shall be construed as meaning acceptable to or approved by or satisfactory to
the Bank in its sole discretion;


(v)         
a
person shall be construed so as to include that person's assignors, transferees
or successors in title and shall be construed as including references to an
individual, firm, partnership, joint venture, company, corporation, body
corporate, unincorporated body of persons or any state or any agency of a
state; and


(vi)        
time
are to London time.


16.3     
The
headings in this Committed Facility Letter are for convenience only and shall
be ignored in construing this Committed Facility Letter.


17.        
Communications 


17.1     
Any
notice or demand to be served on either Company by the Bank hereunder may be
served:


(ss)       
personally
on any officers listed in the relevant Company’s General Communications
Indemnity as amended from time to time (such shall be referred to as
“Authorized Officer(s)”);





(tt)         
by
letter addressed to the relevant Company or to any of its officers at that
Company’s registered office or at any one of its principal places of business;
or


(uu)      
by
telex or facsimile addressed in any such manner as aforesaid to any then
published telex or facsimile number of that Company.


17.2     
Unless
otherwise stated, any notice or demand to be served on the Bank by a Company
hereunder must be served on the Bank either at its address stated at the
beginning of this Committed Facility Letter (or such other address as the Bank
may notify the Companies from time to time) or by facsimile to such number as
the Bank may notify the Companies of from time to time.


17.3     
Any
notice or demand:


(vv)       
sent
by post shall be deemed to have been served on the relevant party on the third
Business Day after and exclusive of the day of posting; or


(ww)     
sent
by telex or facsimile shall be deemed to have been served on the relevant party
when confirmation is received.


17.4     
In
proving such service by post it shall be sufficient to show that the letter
containing the notice or demand was properly addressed and posted and such
proof of service shall be effective notwithstanding that the letter was in fact
not delivered or was returned undelivered.


18.        
Confidentiality 


18.1     
The
Bank undertakes that is shall not disclose to any person any confidential
information concerning the business or affairs of the Companies except as
permitted by paragraph 18.2 and shall
not use such information for any purpose other than to perform its obligations
under this Committed Facility Letter.


18.2     
The
Bank may only disclose confidential information concerning the Companies:


(xx)       
to
its employees, officers, representatives or advisers who need to know such
information for the purposes of carrying out the Bank's obligations under this
Committed Facility Letter. The Bank shall ensure that its employees, officers,
representatives or advisers to whom it discloses the other party’s confidential
information comply with this paragraph 18; 


(yy)       
as
permitted pursuant to clause 13 of each Master Agreement; and


(zz)       
as
may be required by law, court order or any governmental or regulatory
authority.


19.        
Data protection


19.1     
Compliance
with law:
Each Company and the Bank will comply with applicable data protection and
privacy laws in processing personal data in connection with its activities
under the Facility Documents. Without limiting the foregoing, each Company
warrants that: (i) any personal data that it provides to the Bank has been
processed fairly and lawfully, is accurate and is relevant for the purposes for
which it is provided to the Bank; (ii) it shall provide notice to, and shall
seek consent from (and promptly upon the Bank’s request shall provide evidence
to the Bank of having provided such notices and/or obtained such consents),
data subjects regarding the Bank’s processing of their personal data in
accordance with any instructions of the Bank from time to time; and (iii)
pursuant to clause (ii) it will provide data subjects with a copy of the
relevant TTS EEA Privacy Statement accessible at
https://www.citibank.com/tts/sa/tts-privacy-








 



















 






19.2     
statements/index.html
(or such other URL or statement as the Bank may notify to the Companies from
time to time).


19.3     
Mutual
cooperation: Each Company and the Bank will promptly notify, and
reasonably cooperate with and provide information to, the other Party in
respect of any data subject requests, communications from supervisory
authorities, or material security incidents relating to the processing of
personal data under any Facility Document, in each case to the extent
reasonably necessary to enable the other Party to meet its obligations to data
subjects and/or supervisory authorities.


19.4     
Definitions: The
terms ‘personal data’, ‘processing’, ‘data subject’ and ‘supervisory
authority’ shall have the respective meanings set forth in the General Data
Protection Regulation (EU) 2016/679, as amended or superseded from
time-to-time.


20.        
Recognition of
bail-in


20.1     
Notwithstanding
any other terms of this Committed Facility Letter, any other Facility Document
or any other agreement, arrangement or understanding between the parties, each
counterparty (including the Company) to a BRRD Party acknowledges and accepts
that any liability of a BRRD Party to it under or in connection with this
Committed Facility Letter or any other Facility Document may be subject to
Bail-In Action by the relevant Resolution Authority and acknowledges and
accepts to be bound by the effect of (i) any Bail-In Action in relation to
any such liability, including (without limitation) (A) a reduction, in
full or in part, in the principal amount, or outstanding amount due (including
any accrued but unpaid interest) in respect of any such liability, (B) a
conversion of all, or part of, any such liability into shares or other
instruments of ownership that may be issued to, or conferred on, it and
(C) a cancellation of any such liability and (ii) a variation of any
terms of this Committed Facility Letter and/or any other Facility Document to
the extent necessary to give effect to any Bail-In Action in relation to any
such liability.


20.2     
For
the purposes of this paragraph 20 :
(i) "Bail-In Action" means the exercise of any Write-down
and Conversion Powers. (ii) "Bail-In Legislation" means,
in relation to Ireland, the European Union (Bank Recovery and Resolution)
Regulations 2015 (S.I. No. 289/2015). (iii) "BRRD" means
Directive 2014/59/EU establishing a framework for the recovery and resolution
of credit institutions and investment firms. (iv) "BRRD Party"
means an institution or entity referred to in point (b), (c) or (d) of Article
1(1) BRRD, including Citibank Europe plc. (v) "EEA Member Country"
means any member state of the European Union, Iceland, Liechtenstein and
Norway. (vi) "Resolution Authority" means any body which
has authority to exercise any Write-down and Conversion Powers.
(vii) "Write-down and Conversion Powers" means, in
relation to Ireland, any write-down, conversion, transfer, modification or
suspension power existing from time to time under, and exercised in compliance
with, any law or regulation in effect in Ireland, relating to the transposition
of Directive 2014/59/EU establishing a framework for the recovery and resolution
of credit institutions and investment firms, including but not limited to the
Bail-In Legislation and Regulation (EU) No 806/2014 and the instruments, rules
and standards created thereunder, pursuant to which (A) any obligation of
a bank or investment firm or affiliate of a bank or investment firm can be
reduced, cancelled, modified or converted into shares, other securities or
other obligations of such entity or any other person (or suspended for a
temporary period) and (B) any right in a contract governing an obligation
of a bank or investment firm or affiliate of a bank or investment firm may be
deemed to have been exercised.


21.        
Governing Law


21.1     
This
Committed Facility Letter, and any non-contractual obligation of whatever
nature arising out of or in relation to it, shall be governed by English law
the Bank and the Companies irrevocably submit to the jurisdiction of the
English Courts in respect of any dispute which may arise from or in connection
with this Committed Facility Letter or any Credit.





21.2     
A
person who is not a party to this Committed Facility Letter has no rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this
Committed Facility Letter.


21.3     
Without
prejudice to any other mode of service allowed under any relevant law, Everest
Re: (a) irrevocably appoints Everest UK as its agent for service of process in
relation to any proceedings before the English courts in connection with any
Facility Document; and (b) agrees that failure by an agent for service of
process to notify Everest Re of the process will not invalidate the proceedings
concerned.


22.        
[Reserved] 


23.        
Effect as a deed


This Committed
Facility Letter will take effect as a deed notwithstanding that it is signed
under hand by the Bank.


This Committed Facility Letter has been
entered into under hand by the Bank, and as a deed by the Companies, on the
date stated at the beginning of this Deed





 





 


Yours faithfully,


 


Signed for and on behalf of


Citibank Europe plc


 


by:


 


 


 


(Sign) ...........................................


 


 


Name:    /S/ NIALL TUCKEY


Title:       Authorised
Signatory


 


 


 


We
hereby accept and agree to be bound by the terms of this Committed Facility
Letter.


Executed as a deed by


Everest Reinsurance
(Bermuda) Limited


acting
by person(s) who, in accordance with the


laws
of its jurisdiction of incorporation, are acting 


under
the authority of the company


 


 


 


(Sign) ...........................................                                          (Sign)
...........................................


 


 


Name:    /S/ CHRIS DOWNEY                                             Name:    /S/
DAVID LAWLER


Title:       Authorised Signatory                                                          Title:       Authorised
Signatory


              CEO and Managing Director                                                                Chief
Accounting Officer


 


 


 


Executed as a deed by


Everest Reinsurance
(Bermuda) Limited, UK Branch


acting
by person(s) who, in accordance with the


laws
of its jurisdiction of incorporation, are acting 


under
the authority of the company


 


 


 


(Sign) ...........................................                                          (Sign)
...........................................


 





 


Name:    /S/ PAUL TESTER                                   Name:    /S/
NIGEL SMITH


Title:       Authorised Signatory                                                          Title:       Authorised
Signatory


                Acting
Head of London Branch and CUO                                        CFO &
CAO







   

 {L0045468; 1}