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  Execution Version.

   

  
	
  Letter of Credit Facility
  Agreement

  Everest Reinsurance (Bermuda),
  Ltd.,

  and certain subsidiaries of
  Everest Re Group, Ltd.

  as
  Borrowers

  and

  Barclays Bank PLC

  as Issuer

  
	
   

  	
   

  
	
  November 3, 2021

  
	 	 	 









 









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 357363582 










 


 


THIS LETTER OF CREDIT
FACILITY AGREEMENT (this "Agreement") is made on November
3, 2021


BETWEEN:


(1)                   
EVEREST REINSURANCE (BERMUDA), LTD. ("Everest
Bermuda"), a Bermuda exempted company registered as a Class 4 and
Class C insurer pursuant to the Bermuda Insurance Act (as defined below)
(Registration No. 27857);


(2)                   
certain Subsidiaries of Everest Group party hereto pursuant to Section
2.14 (each a "Designated Borrower", together with Everest
Bermuda, the "Borrowers" and, each a "Borrower");
and


(3)                   
BARCLAYS BANK PLC (the "Issuer"). 


Recitals


(A)                  
WHEREAS, Everest Bermuda has requested a letter of credit
facility from the Issuer to provide Letters of Credit from time to time to
support certain of its insurance business (as such term is defined in the
Bermuda Insurance Act), regulatory or supervisory requirements;


(B)                  
WHEREAS, the Issuer is willing to provide such Letters of Credit,
but only upon the terms and subject to the conditions set out in this
Agreement.


(C)                  
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto agree as follows:


1.                     
DEFINITIONS 


1.1                 
Defined
Terms


As used in this
Agreement, the following terms have the meanings specified below:


"Adjusted
Fair Market Value"  means, with respect to any Eligible
Collateral, an amount equal to the product of (a) the Fair Market Value of such
Eligible Collateral and (b) the Collateral Margin with respect to such Eligible
Collateral as set forth on schedule  1
provided, that in the event Eligible Collateral is delivered by the Borrower
pursuant to the terms of this Agreement with respect to a Letter of Credit and
such Eligible Collateral is denominated in a currency other than the currency
of such Letter of Credit, the Collateral Margin applicable to such Eligible
Collateral as set forth on Schedule 1 shall be reduced by an additional ten
(10) percent;


"Affected
Financial Institution" means (a) any EEA Financial Institution or (b)
any UK Financial Institution;


"Affiliate" 
means, as to any Person, another Person (whether or not existing as of the
date hereof) that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified; "Control"  means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise.  "Controlling"  and "Controlled" 
have meanings correlative thereto;


"Agency
Securities" means single-class mortgage participation certificates in
book-entry form and denominated in Dollars backed by single-family residential
mortgage loans, the full and timely payment of interest at the applicable
certificate rate and the ultimate collection of principal of which are
guaranteed by the FHLMC (excluding REMIC or other multi-class pass-through
certificates, collateralized mortgage obligations, pass-through certificates
backed by






 357363582 










  




adjustable rate mortgages, securities paying
interest or principal only and similar derivative securities); (ii)
single-class mortgage pass-through certificates in book-entry form and
denominated in Dollars backed by single-family residential mortgage loans, the
full and timely payment of interest at the applicable certificate rate and
ultimate collection of principal of which are guaranteed by the FNMA (excluding
REMIC or other multi-class pass-through certificates, pass-through certificates
backed by adjustable rate mortgages, collateralized mortgage obligations,
securities paying interest or principal only and similar derivative
securities); and (iii) single-class fully modified pass-through certificates in
book-entry form and denominated in Dollars backed by single-family residential
mortgage loans, the full and timely payment of principal and interest of which
is guaranteed by the GNMA (excluding REMIC or other multi-class pass-through
certificates, collateralized mortgage obligations, pass-through certificates
backed by adjustable rate mortgages, securities paying interest or principal
only and similar derivatives securities);


"Agreement"  has the
meaning set forth in the preamble;


"Agreement Currency"  has
the meaning assigned to such term in Section 9.18; 


"Alternative Currency"  means
each of Euro, Sterling, Australian Dollars, Canadian Dollars and each other
currency (other than Dollars) that is approved in accordance with Section 1.5; 


"Alternative Currency Equivalent" 
means, at any time, with respect to any amount denominated in Dollars, the
equivalent amount thereof in the applicable Alternative Currency as determined
by the Issuer at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of such Alternative
Currency with Dollars;


"Annual Statement"  means,
as to any Insurance Subsidiary, the annual financial statement of such Person
as required to be filed with the applicable Insurance Regulatory Authority of
such Person's domicile, together with all exhibits or schedules filed therewith, prepared in
conformity with SAP;


"Anti-Corruption Laws"
means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery
Act 2010, the Bribery Act 2016 of Bermuda and any similar law, rule or
regulation applicable to any Borrower or any of its Subsidiaries from time to
time concerning or relating to bribery or corruption;


"Applicable Insurance Regulatory
Authority"  means, with respect to any Insurance Subsidiary, the
insurance department or similar administrative, supervisory or regulatory
authority or agency of the jurisdiction in which such Insurance Subsidiary is
registered or licensed to conduct insurance business;


"Applicable
Time"  means, with respect to any payments in any Alternative
Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Issuer to be necessary for timely
settlement on the relevant date in accordance with normal banking procedures in
the place of payment;


"Applicant"  means
the Borrower requesting a L/C Credit Extension;


"Asset Backed Securities"
means asset-backed securities denominated in Dollars provided that such
securities (a) (i) are issued by a Person incorporated in the United States or
a State thereof, (ii) are backed by credit card receivables, automobile loans,
commercial mortgages or utility charges (as in Rate Reduction Bonds), (iii)
have a weighted average life from the date of determination of ten years or
less, (iv) are not re-securitizations of other asset-backed 





 





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securities, (v) can be settled through DTC,
and (vi) if certificated, can be delivered by book entry or (b) are otherwise
agreed to in writing by the Issuer;


"Australian Dollars"  means
the lawful currency of Australia;


"Authority"  means
any of the United Nations, the European Union, Her Majesty's Treasury, any
European Union member state, the Office of Foreign Assets Control of the U.S.
Treasury Department ("OFAC") or any other United States
government entity, the State Secretariat for Economic Affairs ("SECO")
of Switzerland, the Hong Kong Monetary Authority ("HKMA"), the
Monetary Authority of Singapore ("MAS") and/or any other body
notified in writing by the Issuer to Everest Bermuda from time to time;


"Auto-Renewal Letter of Credit" 
has the meaning assigned to such term in Section 2.2(b);


"Availability Period"  means
the period from and including the Closing Date to the Commitment Termination
Date;


"Bail-In
Action" means the exercise of any Write-Down and Conversion Powers by
the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution;


"Bail-In
Legislation" means (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law, regulation rule or
requirement for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,
Part I of the United Kingdom Banking Act 2009 (as amended from time to time)
and any other law, regulation or rule applicable in the United Kingdom relating
to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (other than through liquidation,
administration or other insolvency proceedings);


"Bankruptcy Code"  means
Title 11 of the United States Code entitled "Bankruptcy";  


"Barclays
Bank"  means Barclays Bank PLC;


"Beneficial Ownership Certification" 
means a certification regarding beneficial ownership as required by the
Beneficial Ownership Regulation;


"Beneficial Ownership Regulation" 
means 31 C.F.R. § 1010.230;


“Bermuda Insurance Act” means the
Insurance Act 1978 of Bermuda and its related rules and regulations, each as
amended; 


"Borrower"
has the meaning set forth in the preamble;


"Business Day"  means
any day that is not a Saturday, Sunday or other day on which commercial banks
are authorized to close under the Laws of, or are in fact closed in, Hamilton,
Bermuda, New York City, London, England or the state where the Issuer's Office with
respect to Obligations denominated in Dollars is located and if such day relates to any
Letter of Credit denominated in a currency other than Dollars or Euro, or any
other dealings in any currency other than Dollars or Euro to be carried out
pursuant to this Agreement in respect of any such Letter of Credit, means any
such day on which banks are open for foreign exchange business in the principal
financial center of the country of such currency;


"Canadian
Dollars"  means the lawful currency of Canada;





 





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"Capital Lease Obligation" 
means, as to any Person, the obligations of such Person to pay rent or
other amounts under any lease which is required to be classified and accounted
for as a capital lease on a balance sheet of such Person in accordance with GAAP. 
For purposes of this Agreement, the amount of such Capital Lease Obligation
shall be the capitalized amount thereof determined in accordance with GAAP;


"Capital Stock"  means,
with respect to any Person, all of the shares of capital stock of (or other ownership
or profit interests in) such Person, all of the warrants, options or other
rights for the purchase or acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, all of the
securities convertible into or exchangeable for shares of capital stock of (or
other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in
such Person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination;


"Cash"  means Dollars
held by a Borrower in a Collateral Account that is a deposit account;


"Change in Law"  means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any Law, rule, regulation or treaty, (b) any
change in any Law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority;
provided that, notwithstanding anything herein to the contrary, (i) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in connection therewith
and (ii) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory
authorities, in each case, pursuant to Basel III, shall in each case be deemed
to be a "Change in Law", regardless of the date enacted,
adopted or issued;


"Change of Control"  means
(a) the acquisition of ownership, directly or indirectly, beneficially or of
record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof), other than Everest Group, and any of its direct or indirect Subsidiaries,
of Capital Stock representing 25% or more of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock of Everest
Bermuda; or (b) the acquisition of direct or indirect Control of Everest
Bermuda by any Person or group, other than Everest Group and any of its direct
or indirect Subsidiaries;


"Closing Date"  means
the first date on which all the conditions precedent in Section 4.1 
are satisfied or waived in accordance with Section 9.2; 


"Code"  means the
Internal Revenue Code of 1986, as amended;


"Collateral"  means,
with respect to any Borrower, all property and assets with respect to which a
Lien is purported to be granted in favor of the Issuer pursuant to a Security
Agreement executed by such Borrower;


"Collateral Account"  means,
with respect to any Borrower, each "deposit account" and
"securities account" (as such terms are defined in the UCC)
maintained at either of Barclays or a Custodian for such Borrower and subject
to (a) a first priority perfected security interest in favor of the Issuer and
(b) the terms of a Control Agreement;





 





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"Collateral Compliance Certificate" 
has the meaning assigned to such term in Section 5.1(e);


"Collateral Coverage Amount" 
means, with respect to any Borrower on any date, an amount equal to the sum
of the Adjusted Fair Market Value of all Eligible Collateral of such Borrower;


"Collateral Margin"  means
each amount expressed as a percentage under the column titled "Collateral
Margin" on schedule 
1;


"Commitment"  means
the commitment of the Issuer pursuant to Section ‎2.1
to issue Letters of Credit, in an aggregate Dollar Equivalent stated amount at
any one time outstanding not to exceed the Commitment Amount;


"Commitment Amount" means
$200,000,000, as such amount is increased or reduced from time to time pursuant
to the terms hereof;


"Commitment
Fee"  has the meaning assigned to such term in Section 2.6(a);


"Commitment
Termination Date"  means the earliest of:


(a)       
November
3, 2024, and


(b)       
the
date of termination of all of the Commitment Amount pursuant to Section 7.1; 


"Company Reinsurance Agreement" 
means any arrangement whereby an Insurance Subsidiary, as reinsurer, agrees
to indemnify any other insurance or reinsurance company against all or a
portion of the insurance or reinsurance risks underwritten by such insurance or
reinsurance company under any insurance or reinsurance policy;


"Compliance Certificate" 
means a certificate substantially in the form of appendix
1; 


"Confirming
Bank"  has the meaning assigned to such term in the definition
of "Issuer";


"Consolidated
Net Income" means, for any period, an amount equal to the consolidated
net income of Everest Bermuda and its Subsidiaries (determined on a
consolidated basis in accordance with GAAP) for such period.


"Consolidated Net Worth" 
means, in respect of Everest Bermuda, at any time, the consolidated stockholders'
equity of Everest Bermuda and its Subsidiaries at such time;


"Consolidated Tangible Net Worth"
means, in respect of Everest Bermuda, as of any date of determination, the sum
of Consolidated Net Worth minus Intangible Assets of Everest Bermuda and its
Subsidiaries on such date;


"Contingent Liability"  means
any agreement, undertaking or arrangement by which any Person (outside the
ordinary course of business) guarantees, endorses, acts as surety for or
otherwise becomes or is contingently liable for (by direct or indirect
agreement, contingent or otherwise, to provide funds for payment by, to supply
funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the Debt, obligation or other liability of any other Person
(other than by endorsements of instruments in the course of collection), or for
the payment of dividends or other distribution upon the shares of any other
Person or undertakes or agrees (contingently or otherwise) to purchase,
repurchase, or otherwise acquire or become responsible for any Debt, obligation
or liability or any security therefor, or to provide funds for the payment or
discharge thereof (whether in the form of loans, advances, stock purchases,
capital contributions or otherwise) or to maintain solvency, assets, level of
income, 





 





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or other financial condition of any other
Person, or to make payment or transfer property to any other Person other than
for fair value received.  The amount of any Person's obligation under any
Contingent Liability shall (subject to any limitation set forth therein) be
deemed to be the lesser of (i) the outstanding principal amount (or maximum
permitted principal amount, if larger) of the Debt, obligation or other
liability guaranteed or supported thereby and (ii) the maximum stated amount so
guaranteed or supported;


"Control Agreement"  means,
with respect to any Borrower, an agreement in form and substance reasonably
acceptable to the Issuer among such Borrower, the applicable Custodian and the
Issuer with respect to any deposit or securities account of such Borrower in
which a Lien is purported to be granted to the Issuer pursuant to a Security
Agreement;


"Corporate Securities"  means
US corporate bonds capable of being marked to market on a daily basis and
cleared and settled within the United States which are rated by at least two of
Fitch, Moody's and S&P; provided that:


(a)       
such
bonds are not convertible into shares of the issuer and are deposited with or
held by the Custodian and subject to perfected first priority security in favor
of the Issuer under the Facility Documents;


(b)       
not
more than ten per cent of any Eligible Collateral (by reference to the Adjusted
Fair Market Value) shall comprise Corporate Securities issued by any single
issuer; and


(c)        
corporate
bonds and securities issued by an insurance company, a reinsurance company or a
supra-national shall not constitute "Corporate Securities" for the
purposes hereof;


"Correspondent Issuance Costs" 
has the meaning assigned to such term in Section 2.6(b);


"Custodial Lien and Set-off Rights" 
has the meaning assigned to such term in Section 3.18; 


"Custodian"  means
The Bank of New York Mellon and any other or successor custodian approved by
the Issuer;


"Debt"  means, with
respect to any Person, at any date, without duplication, (a) all obligations of
such Person for borrowed money or in respect of loans or advances; (b) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments; (c) all obligations in respect of (i) outstanding letters
of credit or bankers' acceptances which have been issued for the account of
such Person or (ii) any letter of credit issued for the account of another
Person but for which such Person has a reimbursement obligation, in each case
regardless of whether such letter of credit or bankers' acceptance has been
drawn; (d) all Capital Lease Obligations of such Person; (e) all Hedging
Obligations of such Person; (f) to the extent required to be included as
liabilities in accordance with GAAP, all obligations of such Person to pay the
deferred purchase price of property or services; (g) Debt of such Person
secured by a Lien on property owned or being purchased by such Person
(including Debt arising under conditional sales or other title retention
agreements) whether or not such Debt is limited in recourse; (h) any Debt of
another Person secured by a Lien on any assets of such first Person, whether or
not such Debt is assumed by such first Person (it being understood that if such
Person has not assumed or otherwise become personally liable for any such Debt,
the amount of the Debt of such Person in connection therewith shall be limited
to the lesser of the face amount of such Debt and the fair market value of all
property of such Person securing such Debt); (i) any Debt of a partnership or
in which such Person is a general partner unless such debt is nonrecourse to
such Person; and (j) all Contingent Liabilities of such Person in connection
with the foregoing; provided that, notwithstanding anything to contrary
contained herein, Debt shall not include (x) unsecured current liabilities
incurred in the ordinary course 





 





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of business other than liabilities that are
for money borrowed or are evidenced by bonds, debentures, notes or other
similar instruments or (y) any obligations of such Person under any Company
Reinsurance Agreement or any Primary Policy;


"Debtor Relief Laws"  means
the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States, Bermuda, the United Kingdom or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally;


"Default"  means any
event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of
Default;


"Default Rate"  means
an interest rate (before as well as after judgment) equal to the Federal Funds
Effective Rate plus 2.0 per cent per annum;


"Designated Borrower"  has
the meaning assigned to such term in the introductory paragraph hereto;


"Designated Borrower Request and
Assumption Agreement"  has the meaning assigned to such term in
Section 2.14; 


"Designated Person"  means
a person or entity;


"Dollar"  and "$" 
mean lawful money of the United States;


"Dollar Equivalent"  means,
at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in any Alternative
Currency, the equivalent amount thereof in Dollars as determined by the Issuer
at such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency;


"EEA
Financial Institution" means (a) any credit institution or investment
firm established in any EEA Member Country which is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member
Country which is a parent of an institution described in paragraph (a) of this
definition, or (c) any financial institution established in an EEA Member
Country which is a subsidiary of an institution described in paragraphs (a) or
(b) of this definition and is subject to consolidated supervision with its
parent;


"EEA
Member Country" means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway;


"EEA
Resolution Authority" means any public administrative authority or any
person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA
Financial Institution;


"Eligible Collateral"  means
Asset Backed Securities, Cash, certificates of deposit, commercial paper,
Corporate Securities, Federal Agency Debt, Government Debt, Freely Transferable
Debt of FHMLC and FNMA, supranational securities and OECD (Organisation for
Economic Co-operation and Development) government securities which (a) are
denominated in Dollars, (b) except in the case of Cash, for the purposes of
calculating the Adjusted Fair Market Value thereof, have the required rating
and/or maximum tenor as set forth in schedule 
1,
(c) are capable of being marked to market on a daily basis and (d) are held in
a Collateral Account; provided that during the existence of an Event of
Default, only Cash may be substituted for 





 





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existing Eligible Collateral and all cash
proceeds from the sale of any Eligible Collateral shall be invested in Cash
unless the Issuer agrees otherwise;


"EMU Legislation"  means
the legislative measures of the European Council for the introduction of,
changeover to or operation of a single or unified European currency;


"Equity
Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including partnership,
member or trust interests therein);


"ERISA"  means the
Employee Retirement Income Security Act of 1974, as amended from time to time;


"ERISA Affiliate"  means
any trade or business (whether or not incorporated) that, together with any
Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section
302 of ERISA and Section 412 of the
Code, is treated as a single employer under Section 414(m) or (o) of the Code;


"EU
Bail-In Legislation Schedule" means the EU Bail-In Legislation
Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time;


"Euro"  and "EUR" 
mean the lawful currency of the Participating Member States introduced in
accordance with the EMU Legislation;


"Event of Default"  has
the meaning assigned to such term in Section 7; 


"Everest Bermuda"  has
the meaning set forth in the preamble;


"Everest Bermuda Security Agreement" 
means the Security Agreement dated as of the date hereof between Everest
Bermuda and the Issuer;


"Everest
Group"  means Everest Re Group, Ltd., a Bermuda company;


"Excluded Taxes"  means,
with respect to any payment made by or on account of any obligation of any
Borrower under any Facility Document, any of the following Taxes imposed on or
with respect to the Issuer or required to be withheld or deducted from a
payment to the Issuer:


(a)       
income
or franchise Taxes imposed on (or measured by) net income (i) by the
jurisdiction under the Laws of which the Issuer is organized or in which its
principal office is located or in which its applicable lending office is
located or (ii) Other Connection Taxes;


(b)       
any
branch profits or similar Taxes imposed by a jurisdiction under the Laws of
which the Issuer is organized or in which its principal office is located or in
which its applicable lending office is located;


(c)        
withholding
Taxes attributable solely to the Issuer's failure to deliver to such Borrower
such properly completed and executed documentation if such documentation would
have permitted the payments to which the withholding Taxes relate to be made
without 





 





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withholding or at a reduced rate
of withholding, provided the Issuer has determined it is legally able to
furnish such documentation;


(d)       
in
respect of a US Borrower, U.S. Federal withholding Taxes imposed on amounts
payable to or for the account of such Issuer pursuant to a law in effect on the
date on which (i) such Issuer becomes a party to this Agreement or (ii) such
Issuer changes its lending office, except in each case to the extent that,
pursuant to Section 2.10, amounts with respect to such Taxes were payable
either to such Issuer’s assignor immediately before such Issuer became a party
hereto or to such Issuer immediately before it changed its lending office; or


(e)       
withholding
Taxes imposed under FATCA;


"Facility Documents"  means,
collectively, this Agreement, the L/C Documents, and each Security Document;



"Fair Market Value" means:


(a)       
with
respect to any Government Debt, Federal Agency Debt, Debt issued by FHMLC or
FNMA or other publicly-traded security the closing price for such security on
Bloomberg, Inc. or, if Bloomberg, Inc. is not available, another quotation
service reasonably acceptable to the Issuer;


(b)       
with
respect to Cash, the amount thereof; and


(c)        
with
respect to any Eligible Collateral (other than those set forth in paragraph (a)
or (b)
of this definition), the price for such Eligible Collateral on the date of
calculation obtained from a generally recognized source approved by the Issuer
or the most recent bid quotation from such approved source (or, if no generally
recognized source exists as to such Eligible Collateral, any other source
specified by a Borrower to which the Issuer does not reasonably object);


"FATCA" means Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more
onerous to comply with), any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code
and any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement, treaty or convention among governmental
authorities and implementing such Sections of the Code


"Federal
Agency"  means any of the following agencies of the federal
government of the United States: (a) any Federal Farm Credit Bank of the Farm
Credit System; (b) the Federal Home Loan Bank; (c) GNMA; and (d) such other
federal agencies as are reasonably acceptable to the Issuer;


"Federal Funds Effective Rate" 
means, for any day, the rate calculated by the Federal Reserve Bank of New
York based on such day's federal funds transactions by depository institutions
(as determined in such manner as the Federal Reserve Bank of New York shall set
forth on its public website from time to time) and published on the next
succeeding Business Day by the Federal Reserve Bank of New York as the federal
funds target upper bound rate; provided, that if such day is not a Business
Day, the Federal Funds Effective Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding
Business Day; provided, further, that if the Federal Funds Effective Rate 





 





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for any day is less than zero,
the Federal Funds Effective Rate for such day will be deemed to be zero;


"Federal Reserve Bank of New York's
Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source;


"Federal Reserve Board"  means
the Board of Governors of the Federal Reserve System of the United States;


"Fees"  means the L/C
Fees, the Commitment Fee and any other fees referred to in Section 2.6; 


"FHMLC"  means the
Federal Home Mortgage Loan Corporation;


"Financial Officer"  means
the chief financial officer, chief investment officer, principal accounting
officer, treasurer or controller of a Borrower;


"Financial Strength Rating" 
means with respect to any Borrower, the financial strength rating of such
Borrower as determined by A.M. Best Company, Inc.;


"Fitch"  means Fitch
Ratings Inc. and any successor thereof;


"FNMA"  means the
Federal National Mortgage Association;


"Foreign Pension Plan"  means
any plan, fund (including, without limitation, any superannuation fund) or
other similar program established or maintained outside the United States by
any Borrower or any of its Subsidiaries primarily for the benefit of employees
of such Borrower or any one or more of its Subsidiaries residing outside the
United States, which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination or severance of employment, and which plan
is not subject to ERISA or the Code;


"Freely Transferable"  means
securities which are freely transferable and traded in established and
recognized markets and as to which there are readily available price
quotations;


"GAAP"  means
generally accepted accounting principles in the United States of America as in
effect as of the date of determination thereof;


"GNMA"
means the Government National Mortgage Association;


"Government
Debt"  means Freely Transferable
Debt issued by the U.S. Treasury Department or backed by the full faith and
credit of the United States;


"Governmental
Authority"  means any nation or government, or any state or
other political subdivision thereof, and any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank);


"Hedging Obligations"  means,
with respect to any Person, the liability of such Person under any futures
contract or options contract, interest rate swap agreements or interest rate
collar agreements and all other agreements or arrangements (other than
Retrocession Agreements) designed to protect such Person against fluctuations in
interest rates or currency exchange rates.  Debt under a Hedging Obligation
shall be the amount of such Person's net obligation, if any, under each hedging
agreement (determined on the mark-to-market value for such





 





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agreement based upon a readily
available quotation provided by a quotation source typically used for such type
of hedging agreement or a recognized dealer in such type of hedging agreement);


"Indemnified Liabilities" 
has the meaning assigned to such term in Section 9.3(b);


"Indemnified Taxes"  means
(a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment
made by or on account of any obligation of a Borrower under any Facility
Document and (b) to the extent not otherwise described in paragraph (a), Other
Taxes;


"Indemnitee"  has the
meaning assigned to such term in Section 9.3(b);


"Information"  has
the meaning assigned to such term in Section 9.12; 


"Insurance Subsidiary"
means Everest Bermuda, each other Borrower and each Subsidiary of a Borrower
which is licensed by any Governmental Authority to engage in the insurance
business as a risk bearing entity;


"Intangible Assets" means
assets that are considered to be intangible assets under GAAP, including
customer lists, goodwill, computer software, copyrights, trade names,
trademarks, patents, domain names, franchises, licenses, unamortized deferred
charges, unamortized debt discount and capitalized research and development
costs;


"Investment Guidelines"  means,
with respect to any Borrower or any Subsidiary, the "Statement of
Investment Policy and Objectives" of such Borrower or Subsidiary as in
effect on, and delivered to the Issuer on or prior to, the Closing Date, as may
be changed from time to time by a resolution duly adopted by the board of
directors of such Borrower or Subsidiary (or any committee thereof);


"ISP"  means the
rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice or such later version
thereof as may be in effect at the time of issuance of a Letter of Credit;


"Issuer"  means
Barclays Bank as an issuer of Letters of Credit hereunder, or any successor
issuer of Letters of Credit hereunder.  The Issuer may, in its discretion,
arrange for (a) one or more Letters of Credit to be issued by Affiliates or
branches of the Issuer, in which case the term "Issuer" shall include
any such Affiliate or branch with respect to Letters of Credit issued by such
Affiliate or branch and (b) any Letter of Credit that is (i) to be issued to
beneficiaries located in Australia or Canada, (ii) denominated in Australian
Dollars or Canadian Dollars or (iii) to be issued to beneficiaries requesting a
confirming bank, to be confirmed by a third party confirming bank located in
the related country and acceptable to the Issuer (acting reasonably), which
confirming bank shall have entered into a letter of credit arrangement
acceptable to the Issuer whereby such confirming bank separately undertakes to
the beneficiary of such Letter of Credit that, subject to the terms and
conditions of such Letter of Credit, demands for payment (or acceptance and
payment) under such Letter of Credit will be met by such confirming bank (each,
a "Confirming Bank"); 


"Issuer's Office"  means,
with respect to any currency, the Issuer's address and, as appropriate, account
as set forth in schedule 3 with respect to such currency, or such other address
or account with respect to such currency as the Issuer may from time to time
notify to Everest Bermuda;


"Judgment Currency"  has
the meaning assigned to such term in Section 9.18; 





 





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"Laws"  means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority;


"L/C Application"  means
an application and agreement for the issuance or amendment of a Letter of
Credit, a form of which is attached hereto as schedule
4,
or such other form from time to time in use by the Issuer;



"L/C Credit Extension"  means,
with respect to any Letter of Credit, the issuance thereof, the extension of
the expiry date thereof (including each Non-Renewal Notice Date), or the
increase of the amount thereof;


"L/C Documents"  means,
as to any Letter of Credit, each L/C Application and any other document,
agreement and instrument entered into by the Issuer and the Applicant or in
favor of the Issuer and relating to such Letter of Credit;


"L/C Expiration Date"  means
the date that is 12 months (or in the case of Letters of Credit denominated in
Australian Dollars, 24 months, solely if necessary for regulatory purposes)
after the Commitment Termination Date (or if such day is not a Business Day,
the immediately preceding Business Day);


"L/C Fee"  has the
meaning assigned to such term in Section 2.6(b);


"L/C Obligations"  means,
as of any date of determination, the Dollar Equivalent of the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the Dollar
Equivalent of the aggregate of all Reimbursement Obligations (including Unpaid
Reimbursement Obligations) after giving effect to any L/C Credit Extensions on
such date and repayment of any Reimbursement Obligations with respect to
Letters of Credit on such date.  The L/C Obligations of any Borrower shall be
the aggregate amount available to be drawn under all outstanding Letters of
Credit issued for the account of such Borrower plus the aggregate of all
Reimbursement Obligations (including Unpaid Reimbursement Obligations) owed by
such Borrower;


"Letter of Credit"  means
any standby letter of credit issued hereunder. Letters of Credit may be issued
in Dollars or in an Alternative Currency;


"Lien"  means, when
used with respect to any Person, any interest in any real or personal property,
asset or other right held, owned or being purchased or acquired by such Person
for its own use, consumption or enjoyment which secures payment or performance
of any obligation and shall include any mortgage, lien, pledge, encumbrance,
charge, retained title of a conditional vendor or lessor, or other security
agreement, mortgage, deed of trust, chattel mortgage, assignment, pledge,
retention of title, financing or similar statement or notice, or other
encumbrance arising as a matter of law, judicial process or otherwise;


"Material Adverse Effect" 
means any event or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration or governmental investigation or
proceeding) which results in:


(a)       
a
material adverse effect on the financial condition, operations, business,
properties, or assets of (i) any Borrower individually or (ii) any Borrower and
its Subsidiaries, taken as a whole;





 





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(b)       
a
material adverse effect on the ability of any Borrower to perform any of its
Obligations under any of the Facility Documents to which it is a party; or


(c)        
a
material adverse effect on the validity, binding effect or enforceability of
this Agreement or any of the other Facility Documents (other than a Letter of
Credit), a material adverse effect on the rights, remedies or benefits
available to the Issuer under any Facility Document;


"Material Debt"  shall
mean any Debt in an aggregate principal amount exceeding $50,000,000.  For the
purposes of determining Material Debt for any letters of credit, the
"principal amount" of the obligations in respect of any letter of
credit shall be the stated amount of the applicable letter of credit;


"Maximum Rate"  has
the meaning assigned to such term in Section 9.14; 


"Moody's"  means
Moody's Investors Service, Inc. and any successor thereto;


"Multiemployer Plan"  means
a multiemployer plan as defined in Section 4001(a)(3) of ERISA;


"Net
Equity Issuance Proceeds"  means, in respect of any issuance of
Equity Interests of Everest Bermuda or any of its Subsidiaries, cash proceeds
received in connection therewith, net of underwriting discounts and commissions
and out-of-pocket costs and expenses and disbursements paid or incurred in
connection therewith in favor of any Person not an Affiliate of any Borrower;


"Net
Income" means, with respect to any Person for any period, the net
income (or loss), after extraordinary items, taxes and all other items of
expense and income of such Person for such period, determined in accordance
with GAAP.


"Nonrenewal Notice Date" 
has the meaning assigned to such term in Section 2.2(b);


"Notice of Exclusive Control" 
means a written notice, in the form attached to the applicable Control
Agreement, given by the Issuer to a Custodian upon an Event of Default that the
Issuer is exercising sole and exclusive control of a Collateral Account and the
Collateral credited thereto;


"Obligations"  means
all indebtedness, obligations and liabilities of the Borrowers to the Issuer
existing on the date of this Agreement or arising thereafter (including
interest and fees that accrue after the commencement by or against any Borrower
of any proceeding under Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding), direct or indirect, absolute or contingent, matured
or unmatured, liquidated or unliquidated, secured or unsecured, arising or
incurred under this Agreement or any of the other Facility Documents or in
respect of any Reimbursement Obligations incurred under any Letter of Credit or
other instrument at any time evidencing any thereof and arising by contract,
operation of law or otherwise;


"Organization Documents" 
means, (a) with respect to any corporation or company, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation 





 





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or organization and, if
applicable, any certificate or articles of formation or organization of such
entity;


"Other Connection Taxes" 
means, with respect to the Issuer, Taxes imposed as a result of a present
or former connection between the Issuer and the jurisdiction imposing such Tax
(other than connections arising from the Issuer having executed, delivered,
become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Facility Document, or sold or assigned
an interest in any Letter of Credit or Facility Document);


"Other Taxes"  means
all present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes that arise from any payment made under, from the
execution, delivery, performance, enforcement or registration of, from the
receipt or perfection of a security interest under, or otherwise with respect
to, any Facility Document,


except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment;


"Outstanding
Amount" means, with respect to any L/C Obligations of the Borrowers on
any date, the aggregate amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrowers of any drawing
under any Letter of Credit.


"Participating Member State" 
means each state so described in any EMU Legislation;


"PATRIOT Act"  means
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001));


"Person"  means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity;


"Plan"  means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section
412 of the Code or
Section 302 of
ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be)
an "employer" as defined in Section 3(5) of ERISA;


"Primary Policies"  means
any insurance or reinsurance policies issued by any Insurance Subsidiary or any
third party on behalf of an Insurance Subsidiary;


"Private Act"  means
separate legislation enacted in Bermuda with the intention that such
legislation apply specifically to any Borrower, in whole or in part;


"Process Agent"  has
the meaning assigned to such term in Section 9.9(d);


"Quarterly Statement"  means,
as to any Insurance Subsidiary, the financial statement of such Person with
respect to any fiscal quarter as required to be filed with the applicable
Governmental Authority in such Person's domicile, together with all exhibits or
schedules filed therewith, prepared in
conformity with SAP;


"Reimbursement Obligation" 
means an Applicant's obligation to reimburse the Issuer on account of any
drawing under any Letter of Credit as provided in Section 2.2(c);





 





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"Related Parties" 
means, as to any Person, such Person's Affiliates and the partners,
directors, officers, employees, agents, trustees, custodians, administrators,
managers, advisors and representatives of such Person and of such Person's
Affiliates;


"Responsible Officer"  means
with respect to any Borrower (a) the president, chief executive officer, chief
financial officer, chief investment officer, chief operating officer,
treasurer, controller or any vice-president of such Borrower, (b) solely for
purposes of the delivery of incumbency certificates and certified Organization
Documents and resolutions pursuant to Section 4.1,
any vice president, secretary or assistant secretary of such Borrower and (c)
solely for purposes of requests for L/C Credit Extensions, prepayment notices
and notices for Commitment terminations or reductions given pursuant to Section 2,
any other officer or employee of such Borrower so designated from time to time
by one of the foregoing officers in a notice to the Issuer (together with
evidence of the authority and capacity of each such Person to so act in form
and substance satisfactory to the Issuer);


"Resolution
Authority" means an EEA Resolution Authority or, with respect to any
UK Financial Institution, a UK Resolution Authority;


"Retrocession Agreements" 
means any agreement, treaty, certificate or other arrangement whereby an
Insurance Subsidiary cedes to another insurer all or part of such Insurance
Subsidiary's liability under a policy or policies of insurance insured or
reinsured by such Insurance Subsidiary;


"Revaluation Date"  means
with respect to any Letter of Credit, each of the following: (i) each date of
issuance, extension or renewal of a Letter of Credit denominated in an
Alternative Currency, (ii) each date of an amendment of any such Letter of
Credit having the effect of increasing the amount thereof, (iii) each date of
any payment by the Issuer under any Letter of Credit denominated in an
Alternative Currency, (iv) each date of the calculation of outstanding L/C
Obligations in connection with the delivery of a Collateral Compliance
Certificate hereunder and (v) such additional dates as the Issuer shall
determine;


"S&P"  Standard
& Poor's Ratings Services, a Standard & Poor's Financial Services LLC
business, and any successor to its rating agency business;


"Same Day Funds"  means
with respect to any disbursements and payments, immediately available funds in
Dollars;


"Sanctioned Country"  means,
at any time, a country or territory which is the subject or target of any
comprehensive Sanctions;


"Sanctioned Person"  means,
at any time, (a) any Person listed in any Sanctions-related list of Designated
Persons maintained by the Office of Foreign Assets Control of the U.S.
Department of the Treasury, the U.S. Department of State, or by the United
Nations Security Council, the European Union or any EU member state, (b) any
Person organized or resident in a Sanctioned Country in violation of Sanctions
or (c) any Person controlled by any such Person;


"Sanctions"  means
economic or financial sanctions or trade embargoes imposed, administered or
enforced from time to time by:


(a)       
the
U.S. government, including those administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State,
or


(b)       
the
United Nations Security Council, the European Union or Her Majesty's Treasury
of the United Kingdom;





 





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"SAP"  means,
as to each Insurance Subsidiary, the statutory accounting practices prescribed
or permitted by the Applicable Insurance Regulatory Authority for the
preparation of its financial statements and other reports by insurance
companies of the same type as such Insurance Subsidiary in effect on the date
such statements or reports are to be prepared, except if otherwise notified by
Everest Bermuda pursuant to Section 1.3; 


"Security
Agreement" means (i) the Everest Bermuda
Security Agreement and (ii) any other security agreement substantially in the
form attached hereto as appendix
3
or such other agreement acceptable to the Issuer pursuant to which a Lien is
granted on any Collateral;


"Security
Documents" means:


(a)       
each
Security Agreement;


(b)       
each
Control Agreement; and


(c)        
any
other agreement creating or perfecting security interests or rights in the
Collateral;


"Solvent"  means,
when used with respect to a Person, that:


(a)       
the
fair saleable value of the assets of such Person is in excess of the total
amount of the present value of its liabilities (including for purposes of this
definition all liabilities (including loss reserves as determined by such
Person), whether or not reflected on a balance sheet prepared in accordance
with GAAP and whether direct or indirect, fixed or contingent, secured or
unsecured, disputed or undisputed),


(b)       
such
Person is able to pay its debts or obligations in the ordinary course as they
mature and


(c)        
such
Person does not have unreasonably small capital to carry out its business as
conducted and as proposed to be conducted;


"Spot Rate"  for a
currency means the rate determined by the Issuer to be the rate quoted by the
Issuer as the spot rate for the purchase of such currency with another currency
through its principal foreign exchange trading office on the date as of which
the foreign exchange computation is made; provided that the Issuer may
obtain such spot rate from another financial institution designated by the
Issuer if the Issuer does not have as of the date of determination a spot
buying rate for any such currency;


"Sterling"  means the
lawful currency of the United Kingdom;


"Subsidiary"  of a
Person means a corporation, partnership, limited liability company, association
or joint venture or other business entity (in each case, whether or not
existing as of the date hereof) of which a majority of the of shares of
securities or other interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
owned or the management of which is controlled, directly, or indirectly through
one or more intermediaries, by such Person.  Unless otherwise specified, all
references herein to a "Subsidiary"  or to "Subsidiaries" 
shall refer to a Subsidiary or Subsidiaries of Everest Group or Everest Bermuda,
as applicable;


"Supranational
Debt" means (a) Freely Transferable Debt issued or backed by (i) the
International Bank for Reconstruction & Development, (ii) the European Bank
for Reconstruction & Development, (iii) the Inter American Development
Bank, (iv) the International Monetary Fund, (v) the European Investment Bank,
(vi) the Asian Development 





 





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Bank, (vii) the African
Development Bank and (viii) the Nordic Development Bank and (b) OECD Government
Securities that are issued or backed by the Government of any member of the
Organization for Economic Co-operation and Development and are Freely
Transferable Debt;


"Taxes"  means all
present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto;


"Transactions" means the
execution, delivery and performance by the Borrowers of this Agreement and the
other Facility Documents and the issuance of Letters of Credit hereunder;


"UCC"  means the
Uniform Commercial Code as in effect from time to time in the relevant
jurisdiction;


"UCP"  means the
rules of the Uniform Customs and Practice for Documentary Credits, as most
recently published by the International Chamber of Commerce at the time of
issuance of a Letter of Credit;


"UK
Financial Institution" means any BRRD Undertaking (as such term is
defined under the PRA Rulebook (as amended form time to time) promulgated by
the United Kingdom Prudential Regulation Authority) or any person falling
within IFPRU 11.6 of the FCA Handbook (as amended from time to time)
promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of
such credit institutions or investment firms;


"UK
Resolution Authority" means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK
Financial Institution;


"United States"  and
"U.S."  mean the United States of America;


"Unpaid Reimbursement Obligation" 
has the meaning assigned to such term in Section 2.2(c). 
Solely for purposes of calculating the L/C Obligations and any component
thereof, Reimbursement Obligations which have been paid by application of
proceeds of Collateral by the Issuer shall not constitute Unpaid Reimbursement
Obligations;


"Upfront
Fee Letter"  means each upfront fee letter entered into from
time to time between Everest Bermuda and Barclays Bank;


"US
Borrower"  means
a Borrower organized under the laws of the United States, any State thereof or
the District of Columbia;


"WAL"
means weighted average life from the date of determination;


"Wholly-Owned Subsidiary" 
means, with respect to any Person at any date, any Subsidiary of such
Person all of the Capital Stock or which (except directors' qualifying shares)
are at the time directly or indirectly owned by such Person; and


"Write-Down
and Conversion Powers" means, (a) with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable
EEA Member Country, which write-down and conversion powers are described in the
EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,
any powers of the applicable Resolution Authority under the Bail-In Legislation
to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to
convert all or part of that liability into shares, securities or obligations of
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provide
that any such contract or instrument is to have effect as if a right had been
exercised under it or to suspend any obligation in respect of that liability or
any of the powers under that Bail-In Legislation that are related to or
ancillary to any of those powers.


1.2                 
Terms
Generally


(a)              
The
definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The
words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation".  The
word "will" shall be construed to have the same meaning and effect as
the word "shall".  Unless the context requires otherwise:


(i)               
any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein);


(ii)             
any
reference herein to any Person shall be construed to include such Person's
successors and assigns;


(iii)            
  the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof;


(iv)            
all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement;


(v)              
any
reference to any Law herein shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any
reference to any Law herein shall, unless otherwise specified, refer to such
Law as amended, modified or supplemented from time to time; and


(vi)            
the
words "asset" and "property" shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract
rights.


(b)             
In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including;" the words
"to" and "until" each mean "to but excluding;"
and the word "through" means "to and including."


1.3                 
Changes
in GAAP


If Everest
Bermuda notifies the Issuer that it requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision, regardless
of whether any such notice is given before or after such change in GAAP or in
the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith.


1.4                 
Exchange
Rates; Currency Equivalents





 





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(a)              
The
Issuer shall determine the Spot Rates as of each Revaluation Date to be used
for calculating Dollar Equivalent amounts of L/C Credit Extensions and L/C
Obligations denominated in Alternative Currencies.  Such Spot Rates shall
become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the
next Revaluation Date to occur.  Except for purposes of financial statements
delivered by a Borrower hereunder or calculating financial covenants hereunder
or except as otherwise provided herein, the applicable amount of any currency
(other than Dollars) for purposes of the Facility Documents shall be such
Dollar Equivalent amount as so determined by the Issuer.


(b)             
Wherever
in this Agreement in connection with the issuance, amendment, extension or
renewal of a Letter of Credit, an amount, such as a required minimum or
multiple amount, is expressed in Dollars, but such Letter of Credit is
denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest
unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as
determined by the Issuer, as the case may be.


1.5                 
Additional
Alternative Currencies


(a)              
An
Applicant may from time to time request that Letters of Credit be issued in a
currency other than those specifically listed in the definition of
"Alternative Currency"; provided that such requested currency is a
lawful currency (other than Dollars) that is readily available and freely
transferable and convertible into Dollars.


(b)             
Any
such request shall be made to the Issuer not later than 11:00 a.m. (New York
City time), no less than five Business Days prior to the date of the desired
L/C Credit Extension (or such other time or date as may be agreed by the Issuer
in its sole discretion).  The Issuer shall notify the Applicant not later than
11:00 a.m. (New York City time), no more than three Business Days after receipt
of such request whether it consents, in its sole discretion, to the issuance of
Letters of Credit in such requested currency.  Any failure by the Issuer to respond
to such request within the time period specified in the preceding sentence
shall be deemed to be a refusal by the Issuer to permit Letters of Credit to be
issued in such requested currency.  If the Issuer consents to the issuance of
Letters of Credit in such requested currency, the Issuer shall so notify the
Applicant and such currency shall thereupon be deemed for all purposes to be an
Alternative Currency hereunder for purposes of any Letter of Credit issuances.


1.6                 
Change
of Currency


(a)              
Unless
otherwise prohibited by law, if more than one currency or currency unit are at
the same time recognized by the central bank of any country as the lawful
currency of that country, then:


(i)               
any
reference in the Facility Documents to, and any obligations arising under the
Facility Documents in, the currency of that country shall be translated into,
or paid in, the currency or currency unit of that country designated by the
Issuer (after consultation with Everest Bermuda); and


(ii)             
any
translation from one currency or currency unit to another shall be at the
official rate of exchange recognized by the central bank for the conversion of
that currency or currency unit into the other, rounded up or down by the Issuer
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(b)             
If
a change in any currency of a country occurs, this Agreement will, to the
extent the Issuer (acting reasonably and after consultation with Everest
Bermuda) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the relevant market relation to
that currency and otherwise to reflect the change in currency.


2.                    
COMMITMENTS 


2.1                 
Commitment 


Subject to the
terms and conditions set forth herein, the Issuer agrees (a) from time to time
on any Business Day during the Availability Period, to issue Letters of Credit
denominated in Dollars or in one or more Alternative Currencies for the account
of each Borrower and to amend, renew or extend Letters of Credit previously
issued by it, in accordance with Section 2.2,
and (b) to honor drawings under the Letters of Credit; provided that after
giving effect to any L/C Credit Extension, (i) the L/C Obligations shall not
exceed the Commitment Amount, and (ii) the L/C Obligations of the Applicant
shall not exceed such Applicant's Collateral Coverage Amount; provided further
that no more than three Letters of Credit may be issued on any day. The L/C
Obligations of each Borrower shall be several in nature and no Borrower will be
liable for the L/C Obligations of another Borrower.


2.2                 
Letters
of Credit


(a)              
Generally. 


(i)               
The
Issuer shall not be under any obligation to issue any Letter of Credit if:


(A)              
any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the Issuer from issuing such Letter of
Credit, or any Law (including with respect to Sanctions) applicable to the
Issuer or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over the Issuer shall
prohibit, or request that the Issuer refrain from, the issuance of letters of
credit generally or the Letter of Credit in particular or shall impose upon the
Issuer with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the Issuer is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon the Issuer any
unreimbursed loss, cost or expense which was not applicable on the Closing Date
and which the Issuer in good faith deems material to it;


(B)             
the
issuance of such Letter of Credit would violate one or more policies of the
Issuer applicable to letters of credit generally and/or Sanctions;


(C)             
except
as otherwise agreed by the Issuer, such Letter of Credit is to be denominated
in a currency other than Dollars or an Alternative Currency;


(D)             
the
Issuer does not as of the issuance date of such requested Letter of Credit
issue Letters of Credit in the requested currency or, (x) in the case of a
Letter of Credit requested in Australian Dollars or Canadian Dollars or where
the beneficiary is located in Australia or Canada, or (y) to the extent the
relevant beneficiary has requested use of a Confirming Bank, the Issuer is not
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of Credit (including as a result
of the Correspondent Issuance Costs not being approved by the Borrowers
pursuant to Section 2.6(b));


(E)             
the
Borrower requesting such Letter of Credit is an Irish company, unless the beneficiary
of such Letter of Credit is neither habitually resident in Ireland nor has a
place of establishment in Ireland; or


(F)              
such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder.


(ii)             
The
Issuer shall not be under any obligation to amend or extend any Letter of
Credit if (A) the Issuer would have no obligation at such time to issue the
Letter of Credit in its amended form under the terms hereof, (B) the
beneficiary of such Letter of Credit does not accept the proposed amendment
thereto or (C) such Letter of Credit is (x) issued to a beneficiary located in
Australia or Canada, (y) issued in Australian Dollars or Canadian Dollars or
(z) otherwise issued with a Confirming Bank and, in each such case, the
Confirming Bank in respect of such Letter of Credit does not accept the
proposed amendment or extension thereto and the Issuer is not able to select a
replacement Confirming Bank.


(iii)            
Each
Letter of Credit shall expire at or prior to the close of business on the
earliest of (A) the date requested by the Applicant and (B) the L/C Expiration
Date.


(b)             
Procedures
for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of
Credit.


(i)               
Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Applicant delivered to the Issuer in the form of an L/C
Application, appropriately completed and signed by a Responsible Officer of
such Applicant.  Such L/C Application must be received by the Issuer not later
than 11:00 a.m. (New York City time) at least five Business Days (or such
shorter period as the Issuer may agree in a particular instance) prior to the
proposed issuance date or date of amendment, as the case may be.  In the case
of a request for an initial issuance of a Letter of Credit, such L/C
Application shall specify in form and detail reasonably satisfactory to the
Issuer: (A) the name of the Applicant, (B) the name of the account party (if
different), (C) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (D) the amount and currency thereof; (E) the
expiry date thereof (which shall be the earlier of the date which is 12 months
from the date of issuance (or, in the case of Letters of Credit denominated in
Australian Dollars, 24 months, solely if necessary for regulatory purposes) or
the L/C Expiration Date); (F) the name and address of the beneficiary thereof
(which shall not be Lloyd's of London or members of its syndicate); (G) the
documents to be presented by such beneficiary in case of any drawing
thereunder; and (H) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder.  In the case of a request for an
amendment of any outstanding Letter of Credit, such L/C Application shall
specify in form and detail reasonably satisfactory to the Issuer: (1) the
Letter of Credit to be amended; (2) the proposed date of amendment thereof
(which shall be a Business Day); and (3) the nature of the proposed amendment. 
Additionally, such Applicant shall furnish to the Issuer such other documents
and information pertaining to such requested Letter of Credit issuance or
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(ii)             
Upon
confirmation by the Issuer that the requested issuance or amendment is
permitted in accordance with the terms hereof, then, subject to the terms and
conditions set forth herein, including, without limitation, Section 4.2,
the Issuer shall, on the requested date, issue a Letter of Credit for the
account of such Applicant or enter into the applicable amendment, as the case
may be.


(iii)            
If
an Applicant so requests in any applicable L/C Application, the Issuer may, in
its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic renewal provisions (each, an "Auto-Renewal Letter of Credit");
provided that any such Auto-Renewal Letter of Credit shall permit the Issuer to
prevent any such renewal at least once in each twelve month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day (the "Nonrenewal Notice
Date") in each such 12 month period to be agreed upon at the time such
Letter of Credit is issued.  The Applicant shall not be required to make a
specific request to the Issuer for any such renewal.  Once an Auto-Renewal
Letter of Credit has been issued, the Issuer shall renew such Letter of Credit
at any time to an expiry date not later than the L/C Expiration Date; provided,
however, that the Issuer shall not (x) permit any such renewal if the Issuer
has determined that it would not be permitted at such time to issue such Letter
of Credit in its renewed form under the terms hereof (by reason of the
provisions of Section 2.2 
or otherwise) or (y) be obligated to permit such renewal if it has determined
or received notice (which may be in writing or by telephone (if immediately
confirmed in writing)) on or before the day that is fourteen Business Days
before the Nonrenewal Notice Date from the Applicant that one or more of the
applicable conditions set forth in Section 4.2 
is not then satisfied, and directing the Issuer not to permit such renewal.


(iv)            
Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the Issuer will also deliver to the Applicant a true and complete copy of such
Letter of Credit or amendment. 


(c)              
Drawings
and Reimbursement.  Upon receipt from the beneficiary of any Letter of Credit
of any notice of a drawing under such Letter of Credit, the Issuer shall notify
the Applicant thereof, and the Issuer shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment
under such Letter of Credit.  The Applicant shall reimburse the Issuer in
Dollars for the amount of such drawing under the Letter of Credit; provided
that, in the case of a Letter of Credit denominated in an Alternative Currency,
the Issuer may in its sole discretion demand or agree to accept reimbursement
in such Alternative Currency instead of in Dollars.  In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in
an Alternative Currency, the Issuer shall notify the Applicant of the Dollar
Equivalent of the amount of the drawing promptly following the determination
thereof.  For a Letter of Credit to be reimbursed in Dollars, the Applicant
shall reimburse the Issuer in an amount equal to the amount of such drawing and
in the applicable currency by 3:00 p.m. (New York City time) on the next
succeeding Business Day; provided that all fees related to such Letter of Credit
shall continue to accrue through such next succeeding Business Day.  For a
Letter of Credit to be reimbursed in an Alternative Currency, the Applicant
shall reimburse the Issuer in an amount equal to the amount of such drawing and
in the applicable currency by the Applicable Time on the next succeeding
Business Day; provided that all fees related to such Letter of Credit shall
continue to accrue through such next succeeding Business Day.  If the Applicant
fails to so reimburse the Issuer by such time, the Dollar Equivalent of the
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"Unpaid
Reimbursement Obligation") shall be due and payable on demand
(together with interest) and shall bear interest at the Default Rate.  Any
notice given by the Issuer pursuant to this Section 2.2 
may be given by telephone if immediately confirmed in writing; provided that
the lack of such confirmation shall not affect the conclusiveness or binding
effect of such notice. 


(d)             
Obligations
Absolute.  The obligation of an Applicant to reimburse the Issuer for each
drawing under each Letter of Credit issued for its account and to repay each
Reimbursement Obligation with respect thereto shall be absolute, unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:


(i)               
any
lack of validity or enforceability of such Letter of Credit or any term or
provision thereof, any Facility Document, or any other agreement or instrument
relating thereto;


(ii)             
the
existence of any claim, counterclaim, setoff, defense or other right that the
Applicant may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;


(iii)            
any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;


(iv)            
any
payment by the Issuer under such Letter of Credit against presentation of a
draft or certificate that does not comply strictly with the terms of such
Letter of Credit; or any payment made by the Issuer under such Letter of Credit
to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law;


(v)              
any
exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guarantee, for all or
any of the Obligations of the Applicant in respect of such Letter of Credit;


(vi)            
any
adverse change in the relevant exchange rates or in the availability of the
relevant Alternative Currency to the Applicant or in the relevant currency
markets generally; or


(vii)           
any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute
a defense available to, or a discharge of, the Applicant.


The Applicant
shall promptly examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance
with the Applicant's instructions or other irregularity, the Applicant will
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the Issuer. 
The Applicant shall be conclusively deemed to have waived any such claim
against the Issuer and its correspondents unless such notice is given as
aforesaid.


(e)              
Role
of Issuer.  The Issuer and the Applicant agree that, in paying any drawing
under a Letter of Credit, the Issuer shall not have any responsibility to
obtain any document (other than any sight draft, certificates and documents
expressly required by such Letter of Credit) or to ascertain or inquire as to
the validity or accuracy of any document or the authority of the Person
executing or delivering any document.  Neither the Issuer, nor any of its
correspondents, participants or assignees shall be liable for (i) any action
taken or omitted in the absence of gross negligence or willful misconduct or
(ii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or L/C Application.  The
Applicant hereby assumes all risks of the acts or omissions of any beneficiary
or transferee with respect to its use of any Letter of Credit; provided that
this assumption is not intended to, and shall not, preclude the Applicant from
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement.  Neither the Issuer nor any of
the respective correspondents, participants or assignees of the Issuer shall be
liable or responsible for any of the matters described in Section 2.2(d);
provided that, notwithstanding anything in such Section to the contrary, the
Applicant may have a claim against the Issuer, and the Issuer may be liable to
the Applicant, to the extent, but only to the extent, of any direct (as opposed
to indirect, special, punitive or exemplary) damages suffered by the Applicant
which a court of competent jurisdiction determines in a final non-appealable
judgment were caused by the Issuer's gross negligence or willful misconduct or
the Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit.  In
furtherance and not in limitation of the foregoing, the Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the Issuer shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.


(f)               
Applicability
of ISP or UCP.  Unless otherwise expressly agreed by the Issuer and the
Applicant when a Letter of Credit is issued, such Letter of Credit shall be subject
to either the ISP or, if required by the applicable Governmental Authority
regulating the beneficiary of such Letter of Credit, the UCP.


(g)              
Conflict
with L/C Application.  In the event of any conflict between the terms of this
Agreement and the terms of any L/C Application, the terms hereof shall control.


2.3                 
Cash
Collateralization


If the L/C Obligations are accelerated
pursuant to Section 7.1,
and until the final expiration date of all Letters of Credit and thereafter so
long as any L/C Obligations are payable hereunder, the applicable Borrower
shall immediately cash collateralize its Letters of Credit with cash and cash
equivalents in an amount equal to 102 per cent of the outstanding L/C
Obligations and shall deposit such cash and cash equivalents in a special
collateral account pursuant to arrangements satisfactory to the Issuer at the
Issuer's office in the name of the applicable Borrower, but under the sole
dominion and control of the Issuer.


2.4                 
Termination
or Reduction of Commitment





 





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The Everest
Bermuda may, upon notice to the Issuer, terminate or reduce the unused portion
of the Commitment; provided that (a) such notice shall be in writing and must
be received by the Issuer at least three Business Days prior to the effective
date of such termination or reduction, and shall be irrevocable, (b) any such
partial reduction shall be in an aggregate amount of $5,000,000 or a larger
multiple of $1,000,000, (c) the Everest Bermuda shall not terminate or reduce
the Commitment if, after giving effect thereto and to any concurrent
prepayments hereunder, the L/C Obligations would exceed the Commitment Amount. 
Unless previously terminated, the Commitment shall automatically terminate on
the date specified in paragraph (a)
of the definition of "Commitment Termination Date".


2.5                 
Interest 


(a)              
If
any amount payable by a Borrower under this Agreement or any other Facility
Document (including any interest, fees and other amount) is not paid when due,
whether by acceleration or otherwise, such amount shall thereafter bear
interest at a rate per annum equal to the applicable Default Rate. While any
Event of Default exists the L/C Fees shall accrue at the Default Rate.


(b)             
Interest
on Unpaid Reimbursement Obligations shall be payable upon the date of repayment
and upon demand.


(c)              
Interest
hereunder shall be due and payable before and after judgment and before and
after the commencement of any proceeding under any Debtor Relief Law.


(d)             
Any
interest accruing on any unpaid and overdue amount will be compounded daily but
will remain due and payable on demand.


2.6                 
Fees 


(a)              
Commitment Fee


The Everest
Bermuda shall pay to the Issuer a commitment fee (the "Commitment Fee"),
in Dollars, equal to 0.125 per cent per annum times the actual daily amount by
which the Commitment Amount exceeds the L/C Obligations.  The accrued
Commitment Fee shall be payable in arrears on the last Business Day of each
March, June, September and December, commencing on the first such date to occur
after the date hereof, and on the Commitment Termination Date.


(b)             
L/C Fees


Each Applicant
agrees to pay to the Issuer a Letter of Credit fee, in Dollars with respect to
the Stated Amount of each of its outstanding Letters of Credit (the "L/C
Fee"), during the period from and including the Closing Date to but
excluding the later of the Commitment Termination Date and the date on which
the Issuer ceases to have any L/C Obligations thereunder, in an amount equal to
the product of (x) the Dollar Equivalent of the daily amount available to be
drawn under such Letter of Credit (whether or not such maximum amount is then
in effect under such Letter of Credit if such maximum amount increases
periodically pursuant to the terms of such Letter of Credit) times (y) 0.375
per cent per annum, calculated in accordance with Section 2.6(c)
below.  Accrued L/C Fees shall be
payable in arrears on the last Business Day of each March, June, September and
December, commencing on the first such date to occur after the Closing Date,
and ending on the earlier of (i) the date, after the Commitment Termination
Date, on which there are no outstanding Letters of Credit and (ii) the L/C
Expiration Date; provided that any such fees accruing after the L/C Expiration
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demand. 
Notwithstanding anything herein to the contrary, while any Event of Default
exists, all L/C Fees shall accrue at the Default Rate.  In addition, each
Applicant agrees to pay to the Issuer, in Dollars, (i) the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the Issuer relating to letters of credit as from time to time in
effect, and (ii) with respect to Letters of Credit issued to beneficiaries
located other than in the United States or the United Kingdom or with respect
to Letters of Credit issued in currencies other than Dollars or Sterling, if
there will be any fees and expenses charged by any correspondent or Confirming
Bank in connection with such Letter of Credit ("Correspondent Issuance
Costs"), the Issuer shall, as soon as reasonably practicable, advise
the Applicant of such Correspondent Issuance Costs and such Letter of Credit
shall not be issued unless and until such Correspondent Issuance Costs have
been approved by the Applicant, notwithstanding the timeframes for the issuance
of Letters of Credit required by Section 2.2. 
All of such fees, costs and charges described in the immediately preceding
sentence shall be payable to the Issuer within three Business Days after its
demand therefor and are non-refundable.


(c)              
Upfront Fees


The
Borrowers shall pay an upfront fee to the Issuer on the Closing Date, in an
amount set out in the invoice issued to Everest Bermuda by the Issuer on or
prior to the Closing Date.


(d)             
Tariff Charges


The
Borrowers shall pay the tariff charges set out in schedule 5 to this Agreement
in connection with each item set out in such schedule.


(e)              
Fee Computation


The L/C Fees
and the Commitment Fee shall be computed on the basis of a year of 360 days and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).  Each determination by the Issuer of
a fee hereunder shall be conclusive absent manifest error.


2.7                 
Evidence
of Debt


Issuer shall
maintain in accordance with its usual practice records evidencing the
indebtedness of each Borrower to Issuer resulting from each L/C Credit
Extension.  The entries made in the records maintained pursuant to this Section
2.7 shall be prima facie evidence absent manifest error of the existence and
amounts of the obligations recorded therein.  Any failure of the Issuer to maintain
such records or make any entry therein or any error therein shall not in any
manner affect the obligations of any Borrower under this Agreement and the
other Facility Documents.


2.8                 
Payments
Generally


(a)              
Payments by a Borrower


All payments to
be made by a Borrower under any Facility Document shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff. 
All payments by a Borrower shall be made to the Issuer at the Issuer's Office
in Dollars and in Same Day Funds not later than 3:00 p.m. (New York City time)
on the date specified herein or, in the case of any payment in an Alternative
Currency, not later than the Applicable Time on the date specified herein. 
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denominated in
an Alternative Currency and payable in Dollars, the Applicant shall make such
payment in Dollars in the Dollar Equivalent of the Alternative Currency payment
amount.


All amounts received by the Issuer after (i)
3:00 p.m. (New York City time), in the case of payments in Dollars, or (ii) the
Applicable Time, in the case of payments in an Alternative Currency, shall in
each case be deemed to have been received on the next succeeding Business Day
and any applicable interest or fees shall continue to accrue.  If any payment
to be made by a Borrower shall fall due on a day that is not a Business Day,
payment shall be made on the next succeeding Business Day and such extension of
time shall be reflected in computing interest or fees, as the case may be;
provided that, if such next succeeding Business Day would fall after the
Commitment Termination Date, payment shall be made on the immediately preceding
Business Day.


(b)             
Application of Insufficient Payments


Subject to Section 7.2,
if at any time insufficient funds are received by and available to the Issuer
with respect to an Applicant to pay fully all amounts of such Borrower's
principal, Unpaid Reimbursement Obligation, interest and fees then due
hereunder, such funds shall be applied (i) first, to pay such Borrower's
interest and fees then due hereunder and (ii) second, to pay such Borrower's
Unpaid Reimbursement Obligations then due hereunder.


2.9                 
Compensation
for Losses


Upon written demand of the Issuer from time
to time, setting forth in reasonable detail the basis for calculating such
compensation, each Applicant shall promptly (but in any event within ten days)
after such demand compensate the Issuer for and hold the Issuer harmless from
any loss, cost or expense incurred by it as a result of any failure by the
Applicant to make payment of any drawing under any Letter of Credit (or
interest due thereon) denominated in an Alternative Currency on its scheduled due date, including,
any loss or expense arising from the liquidation or reemployment of funds
obtained by it from fees payable to terminate the deposits from which such
funds were obtained, or from the performance of any foreign exchange contract;
provided that, for the avoidance of doubt, no Applicant shall be obligated to
compensate the Issuer under this Section for any loss of anticipated profits in
respect of any of the foregoing.


2.10             
Taxes 


(a)              
Payments Free of Taxes


Any and all payments by or on account of any
obligation of any Borrower under any Facility Document shall be made free and
clear of and without deduction or withholding for any Taxes; provided that if
any applicable Law (as determined in the good faith discretion of the Issuer)
requires the deduction or withholding of any Tax from any such payment by such
Borrower, then such Borrower shall make such deduction or withholding and
timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable Law and, if such Tax is an Indemnified
Tax, then the sum payable by such Borrower shall be increased as necessary so
that after making such deductions or withholdings (including such deductions or
withholdings applicable to additional sums payable under this Section) the
Issuer receives an amount equal to the sum it would have received had no such
deductions or withholdings been made.





 





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(b)             
Payment of Other Taxes by the Applicant


Each Borrower shall timely pay to the
relevant Governmental Authority in accordance with applicable Law, or at the
option of the Issuer timely reimburse the Issuer for the payment of, any Other
Taxes.


(c)              
Indemnification by the Applicant


Each Borrower shall indemnify the Issuer
within ten days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to
amounts payable under this Section) payable or paid by the Issuer with respect
to such Applicant and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to the Applicant by the
Issuer shall be conclusive absent manifest error.


(d)             
Evidence of Payments


As soon as practicable after any payment of
Taxes by any Borrower to a Governmental Authority pursuant to this Section,
such Applicant shall deliver to the Issuer the original or a certified copy of
a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Issuer.


(e)              
Treatment of Certain Refunds


If any party determines, in its sole
discretion exercised in good faith, that it has received a refund of any Taxes
as to which it has been indemnified pursuant to this Section (including
additional amounts pursuant to this Section), it shall pay to the indemnifying
party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.10 
with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund).  Such indemnifying party, upon the request of such
indemnified party, shall repay to such indemnified party the amount paid over
pursuant to this paragraph (e)
(plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to
repay such refund to such Governmental Authority.  Notwithstanding anything in
this paragraph (e)
to the contrary, in no event will the indemnified party be required to pay any
amount to an indemnifying party pursuant to this paragraph (e)
the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the  indemnification payments or
additional amounts giving rise to such refund had never been paid.  This
paragraph (e)
shall not be construed to require any indemnified party to make available its
Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person.


(f)              
Indemnification by the Issuer


The Issuer shall indemnify each Borrower
within ten days after demand therefor, for any Excluded Taxes attributable to
the Issuer and that are payable or paid by such Borrower in connection with any
Facility Document, and any reasonable expenses arising 





 





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therefrom or
with respect thereto, whether or not such Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to the Issuer by such
Borrower shall be conclusive absent manifest error.


2.11             
Increased
Costs


(a)              
Increased Costs Generally


If any Change in Law shall:


(i)               
impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, the Issuer;


(ii)             
subject
the Issuer to any Taxes, other than;


(A)              
Indemnified
Taxes;


(B)             
Taxes
described in paragraphs (c) through (e) of the definition of "Excluded
Taxes"; and


(C)             
Other
Connection Taxes on gross or net income, profits or revenue (including
value-added or similar Taxes or that are franchise or branch profits Taxes) on
its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; or


(iii)            
impose
on the Issuer any other condition, cost or expense (except, in each case, with
respect to Taxes) affecting this Agreement or any Letter of Credit,


and the result of any of the foregoing shall
be to increase the cost to the Issuer of issuing or maintaining any Letter of
Credit (or of maintaining its obligation to issue any Letter of Credit), or to
reduce the amount of any sum received or receivable by the Issuer hereunder
(whether of interest or any other amount) then, upon request of the Issuer, the
Borrowers will pay to the Issuer such additional amount or amounts as will
compensate the Issuer for such additional costs incurred or reduction suffered.


(b)             
Capital and Liquidity Requirements


If the Issuer determines that any Change in
Law affecting the Issuer, any of its applicable lending offices or its holding
company regarding capital or liquidity requirements has or would have the
effect of reducing the rate of return on capital for the Issuer or its holding
company, if any, as a consequence of this Agreement, the Commitment of the
Issuer or the Letters of Credit issued by the Issuer, to a level below that
which the Issuer or its holding company could have achieved but for such Change
in Law (taking into consideration the Issuer's or its holding company's
policies with respect to capital adequacy and liquidity), then from time to
time the Borrowers will pay to the Issuer such additional amount or amounts as
will compensate the Issuer or its holding company for any such reduction
suffered.


(c)              
Certificates for Reimbursement


A certificate of the Issuer setting forth in
reasonable detail the amount or amounts necessary to compensate the Issuer or
its holding company as specified in paragraph (a)
 





 





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or (b)
of this Section and delivered to such Borrower, shall be conclusive absent
manifest error.  Such Borrower shall pay the Issuer the amount shown as due on
any such certificate promptly (but in any event within ten days) after receipt
thereof.


(d)             
Delay in Requests


Failure or delay on the part of the Issuer
to demand compensation pursuant to this Section shall not constitute a waiver
of the Issuer's right to demand such compensation; provided that no Borrower
shall be required to compensate the Issuer pursuant to this Section for any
increased costs incurred or reductions suffered more than three months prior to
the date that the Issuer notifies such Borrower of the Change in Law giving
rise to such increased costs or reductions, and of the Issuer's intention to
claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the three-month period
referred to above shall be extended to include the period of retroactive effect
thereof).


2.12             
Illegality 


If it becomes unlawful in any applicable
jurisdiction for the Issuer to issue or maintain any Letter of Credit:


(a)              
the
Issuer shall promptly notify Everest Bermuda upon becoming aware of that event;
and


(b)             
upon
the Issuer notifying Everest Bermuda, the Issuer shall have no obligation to
issue or maintain any Letter of Credit in such jurisdiction.


2.13             
Mitigation
Obligations


If at any time the Issuer requests
compensation under Section 2.10 
or Section 2.11,
then the Issuer shall, at the request of Everest Bermuda, use reasonable
efforts to assign its rights and obligations hereunder to another of its
offices, branches or Affiliates, if, in the judgment of the Issuer, such
designation or assignment:


(a)              
would
eliminate or reduce amounts payable pursuant to Section 2.10 
or Section 2.11,
as the case may be, in the future; and


(b)             
in
each case, would not subject the Issuer to any unreimbursed cost or expense and
would not otherwise be disadvantageous to the Issuer. Everest Bermuda hereby
agrees to pay all reasonable costs and expenses incurred by the Issuer in
connection with any such designation or assignment.


2.14             
Designated
Borrowers


(a)              
Everest
Bermuda may at any time, upon not less than 15 days' notice from Everest
Bermuda to the Issuer (or such longer period as is determined by the Issuer to
be reasonably necessary for the Issuer to comply with governmental or
regulatory requirements), request to designate any additional Insurance
Subsidiary of Everest Group (a "Designated Borrower") as a
Borrower to request Letters of Credit by delivering to the Issuer a duly
executed notice and agreement in substantially the form of appendix
4
(a "Designated Borrower Request and Assumption Agreement"). 
If, following receipt by the Issuer of a duly completed Designated Borrower
Request and Assumption Agreement, the Issuer agrees (in its sole discretion)
that a Designated Borrower shall be entitled to request L/C Credit Extensions
hereunder, then promptly 





 





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following receipt of all items
set forth in Section 4.2(f),
the Issuer shall send the accepted Designated Borrower Request and Assumption
Agreement to such Designated Borrower and Everest Bermuda and the effective
date upon which the Designated Borrower shall constitute a Borrower for
purposes hereof, and each of the parties agrees that such Designated Borrower
otherwise shall be a Borrower for all purposes of this Agreement; provided that
no L/C Application may be submitted by or on behalf of such Designated Borrower
until the date five Business Days after such effective date.
For the avoidance of doubt, (a) the parties hereto acknowledge and agree that
prior to any Designated Borrower becoming entitled to request L/C Credit
Extensions, the Issuer shall have received the items set forth in Section 4.2(f),
and (b) the Issuer shall have no obligation to agree to any proposed Designated
Borrower becoming a Designated Borrower hereunder pursuant to this Section
(notwithstanding the fact that all items under Section 4.2(f)
may have been delivered to the Issuer), and any decision to accept a Designated
Borrower shall be in the sole discretion of the Issuer.


(b)             
Everest
Bermuda and each Insurance Subsidiary of Everest Group that is or becomes a
"Designated Borrower" pursuant to this Section 2.14 
hereby irrevocably appoints Everest Bermuda as its agent for all purposes
relevant to this Agreement and each of the other Facility Documents, including
(i) the giving and receipt of notices and (ii) the execution and delivery of
all documents, instruments and certificates contemplated herein and all
modifications hereto.  Any acknowledgment, consent, direction, certification or
other action which might otherwise be valid or effective only if given or taken
by all Borrowers, or by each Borrower acting singly, shall be valid and
effective if given or taken only by Everest Bermuda, whether or not any such
other Borrower joins therein.  Any notice, demand,
consent, acknowledgement, direction, certification or other communication
delivered to Everest Bermuda in accordance with the terms of this Agreement
shall be deemed to have been delivered to each Designated Borrower.


(c)              
Everest
Bermuda may from time to time, upon not less than five Business Days' notice
from Everest Bermuda to the Issuer (or such shorter period as may be agreed by
the Issuer in its sole discretion), terminate a Designated Borrower's status as
such, provided that there are no Letters of Credit issued for the account of
such Designated Borrower or other amounts payable by such Designated Borrower
hereunder, as of the effective date of such termination.


2.15             
[Reserved] 


2.16             
[Reserved] 


3.                    
REPRESENTATIONS
AND WARRANTIES


Each Borrower
represents and warrants to the Issuer that:


3.1                 
Corporate
Authority


(a)              
Incorporation; Good Standing


Such Borrower
(a) is a company duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, (b) has all requisite corporate
(or the equivalent company) power to own its property and conduct its business
as now conducted and as presently contemplated, and (c) is in good standing as
a foreign corporation (or similar business entity) and is duly authorized to do
business in each jurisdiction where such qualification is necessary except
where a failure to be so qualified would not reasonably be expected to have a
Material Adverse Effect.





 





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(b)             
Authorization; Enforceability


The
Transactions are within such Borrower's corporate powers and have been duly
authorized by all necessary corporate and, if required, shareholder action. 
Each Facility Document to which such Borrower is a party has been duly executed
and delivered by such Borrower and constitutes a legal, valid and binding
obligation of such Borrower, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


3.2                 
Governmental
Approvals; No Conflicts


The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable Law or the Organization Documents of such Borrower or
any order of any Governmental Authority applicable to such Borrower and (c)
will not violate or result in a default under any indenture, agreement or other
instrument binding upon such Borrower or its assets, or give rise to a right
thereunder to require any payment to be made by such Borrower.


3.3                 
Financial
Condition; No Material Adverse Change


(a)              
Financial Statements


Each Borrower
has heretofore furnished to the Issuer the unaudited consolidated balance sheet
and statements of income of such Borrower as of and for the fiscal quarter
ended June 30, 2021. Such financial statements present fairly, in all material
respects, the financial position and results of operations of such Borrower and
its consolidated Subsidiaries as of such date and for such period in accordance
with GAAP.


(b)             
No Material Adverse Changes. 
Since December 31, 2020, there has been no event or
circumstance that, either individually or in the aggregate, has had or could
reasonably be expected to have a Material Adverse Effect.


3.4                 
Properties 


(a)              
Good Title. 
Such Borrower has good title to, or valid leasehold interests in, all its real
and personal property material to its business, taken as a whole, except for
minor defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their
intended purposes.


(b)             
Intellectual Property. 
Such Borrower owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and, to the knowledge of such Borrower, the use thereof by such Borrower does
not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.


3.5                 
Litigation 


There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of such Borrower, threatened in
writing against or affecting such Borrower or any of its Subsidiaries (a) that
could reasonably be expected, 





 





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individually
or in the aggregate, to result in a Material Adverse Effect or (b) that involve
this Agreement or the Transactions.


3.6                 
Compliance
with Laws and Agreements


Each of such
Borrower and its Subsidiaries is in compliance with: (i) its Organization
Documents and (ii) all Laws and orders of any Governmental Authority applicable
to it or its property, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


3.7                 
Investment
Company Status


No Borrower is
an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940.  No Borrower is engaged in
"investment business" as defined in the Investment Business Act 2003
of Bermuda, as amended.


3.8                 
Taxes 


Each of such
Borrower and its Subsidiaries has timely filed or caused to be filed all Tax
returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which such
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.


3.9                 
ERISA 


No Borrower has
any direct obligations or direct liability under any Plan, and except as would
not reasonably be expected to have a Material Adverse Effect, no ERISA
Affiliate has any obligation or liability with respect to any Plan.


3.10             
Insurance
Licenses


As of the
Closing Date,


(a)              
schedule 2
attached hereto lists all of the jurisdictions in which any Borrower holds
active licenses and is authorized to transact insurance business;


(b)             
no
such license is the subject of a direction issued by an Applicable Insurance
Regulatory Authority, proceeding for suspension or revocation, there is no
sustainable basis for such suspension or revocation, and to such Borrower's
knowledge, no such suspension or revocation has been threatened by any
Governmental Authority;


(c)              
schedule 2
also indicates the type or types of insurance in which any Borrower is
permitted to engage with respect to each license therein listed; and


(d)             
no
Borrower nor any Insurance Subsidiary transacts any insurance business,
directly or indirectly, in any jurisdiction where it would be unlawful for it
to do so.


3.11             
Subsidiaries 


As of the
Closing Date, such Borrower has no Subsidiaries.


3.12             
Material
Agreements





 





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Neither
such Borrower nor any Subsidiary is in default in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained in
any agreement to which it is a party, which default could reasonably be expected
to have a Material Adverse Effect.


3.13             
Disclosure 


Such Borrower
has disclosed to the Issuer all agreements, instruments and corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.  None of the reports,
financial statements, certificates or other information furnished by or on
behalf of such Borrower to the Issuer in connection with the negotiation of
this Agreement or delivered hereunder taken as a whole (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, such Borrower represent only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time (it
being understood that projected financial information is as to future events
and is not to be viewed as fact and that actual results during the period or
periods covered by any such information may differ significantly from the projected
results and such differences may be material).


As of the
Closing Date, the information included in the Beneficial Ownership
Certification is true and correct in all respects.


3.14             
Solvency 


Such Borrower
and each Subsidiary of such Borrower are, on a consolidated basis, Solvent.


3.15             
Foreign
Pension Plan


Except as,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect:


(a)              
each
Foreign Pension Plan has been maintained in compliance with its terms and in
compliance with the requirements of any and all applicable Laws, statutes,
rules, regulations and orders (including all funding requirements and the
respective requirements of the governing documents for each such Foreign
Pension Plan) and has been maintained, where required, in good standing with
applicable regulatory authorities;


(b)             
all
contributions required to be made with respect to a Foreign Pension Plan have
been timely made;


(c)              
no
actions or proceedings have been taken or instituted to terminate or wind up a Foreign
Pension Plan;


(d)             
neither
such Borrower nor any Subsidiary has incurred any obligation in connection with
the termination of or withdrawal from any Foreign Pension Plan; and


(e)              
no
Foreign Pension Plan is a defined benefit plan.


3.16             
Anti-Corruption
Laws and Sanctions


Such Borrower
has implemented and maintains in effect policies and procedures reasonably
designed to ensure compliance in all material respects by such Borrower, its
Subsidiaries and 





 





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their
respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions, and such Borrower, its Subsidiaries and their
respective officers and employees and to the knowledge of such Borrower its
directors and agents (under the control of such Borrower or any Subsidiary),
are in compliance with Anti-Corruption Laws and applicable Sanctions in all
material respects.  None of (a) such Borrower, any Subsidiary or to the
knowledge of such Borrower any of their respective directors, officers or
employees, or (b) to the knowledge of such Borrower, any agent (under the
control of such Borrower or Subsidiary) of such Borrower or any Subsidiary that
will act in any capacity in connection with or benefit from the letter of
credit facility established hereby, is a Sanctioned Person.  No Letter of
Credit, use of proceeds or other transaction contemplated by this Agreement
will violate Anti-Corruption Laws or applicable Sanctions.


3.17             
Absence
of Financing Statements


There is no
financing statement, security agreement, chattel mortgage, real estate mortgage
or other document filed or recorded with any filing records, registry or other
public office, that purports to cover, affect or give notice of any present or
possible future lien on any of the Collateral other than those in favor of the
Issuer.


3.18             
Perfection
of Security Interest


All filings,
assignments, pledges and deposits of documents or instruments have been made
and all other actions have been taken, or, where applicable Law requires filing
after the execution of this Agreement (or the Security Agreements), will be
taken, that are necessary or advisable, under applicable Law, to establish and
perfect the Issuer's security interest in the Borrower's Collateral.  The
Issuer acknowledges and agrees that the Collateral is subject to liens and
set-off rights in favor of the Custodian as expressly permitted pursuant to the
applicable Control Agreement (the "Custodial Lien and Set-off Rights"). 
The Collateral and the Issuer's rights with respect to the Collateral are not
subject to any setoff, claims, withholdings or other defenses other than the
Custodial Lien and Set-off Rights.  Such Borrower is the owner of the
Collateral free from any lien, encumbrance or security interest, other than the
Custodial Lien and Set-Off Rights and the Liens granted hereby.


3.19             
Use
of Proceeds


Letters
of Credit will be used solely to support Company Reinsurance Agreements,
insurance or reinsurance agreements or the regulatory or supervisory
requirements applicable to the Borrowers, provided that no Letter of Credit
will be issued to Lloyd's of London or members of its syndicate (whether in
connection with a Company Reinsurance Agreement or to provide supporting
funds).


3.20             
Representations
as to Foreign Jurisdiction Matters


(a)              
If
such Borrower is not organized under the laws of the United States or a state
thereof, such Borrower is subject to civil and commercial Laws with respect to
its obligations under this Agreement and the other Facility Documents to which
it is a party (the "Applicable Facility Documents"), and the execution,
delivery and performance by such Borrower of the Applicable Facility Documents
constitute and will constitute private and commercial acts and not public or
governmental acts. Neither such Borrower nor any of its property has any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) under the laws of the jurisdiction in which
such Borrower is organized (the "Applicable Foreign Jurisdiction")
in respect of its obligations under the Facility Documents.





 





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(b)             
The
Applicable Facility Documents are in proper legal form under the Laws of the
Applicable Foreign Jurisdiction for the enforcement thereof against such
Borrower under the Laws of the Applicable Foreign Jurisdiction, and to ensure
the legality, validity, enforceability or admissibility in evidence of the
Applicable Facility Documents. It is not necessary to ensure the legality,
validity, enforceability, priority or admissibility in evidence of the
Applicable Facility Documents that the Applicable Facility Documents be filed,
registered or recorded with, or executed or notarized before, any court or
other authority in the jurisdiction in which such Borrower is organized and
existing or that any registration charge or stamp or similar tax be paid on or
in respect of the Applicable Facility Documents or any other document, except
for any such filing, registration, recording, execution or notarization that
has been made and is in full force and effect, or is not required to be made
until the Applicable Facility Documents are sought to be enforced, or any such
filing, registration or recording with respect to the Security Agreements which
will be made promptly after the execution of this Agreement (or the Security
Agreements).


(c)              
As
of the Closing Date (or, in the case of a Designated Borrower, the date such
Person becomes a Borrower), there is no tax, levy, impost, duty, fee,
assessment or other governmental charge, or any deduction or withholding,
imposed by any Governmental Authority in or of the Applicable Foreign
Jurisdiction either (i) on or by virtue of the execution or delivery of the
Applicable Facility Documents or (ii) on any payment to be made by such
Borrower pursuant to the Applicable Facility Documents.


(d)             
The
execution, delivery and performance of the Applicable Facility Documents are,
under applicable foreign exchange control regulations of the Applicable Foreign
Jurisdiction, not subject to any notification or authorization except (i) such
as have been made or obtained or (ii) such as cannot be made or obtained until
a later date (provided that any notification or authorization described in
paragraph (ii) shall be made or obtained as soon as is reasonably practicable).


(e)              
If
the Borrower's Applicable Foreign Jurisdiction is Bermuda, such Borrower has
not received any direction or other notification from the Bermuda Monetary
Authority pursuant to Section
32 of the Bermuda
Insurance Act and is not the subject of any Private Act.


3.21             
No
Event of Default


No Default has
occurred and is continuing.


4.                    
CONDITIONS 


4.1                 
Closing
Date


The obligation
of the Issuer to issue Letters of Credit hereunder is subject to the
satisfaction (or waiver in accordance with Section 9.2)
of the following conditions:


(a)              
Executed Counterparts of this Agreement. 
The Issuer shall have executed this Agreement and received a counterpart of
this Agreement signed by Everest Bermuda (or written evidence satisfactory to
the Issuer of a signed signature page to this Agreement that Everest Bermuda
have signed a counterpart of this Agreement).


(b)             
Executed Counterparts of the Security
Documents.  The Issuer shall have
received from Everest Bermuda, a counterpart of its applicable Security
Documents executed by the parties thereto which shall be in full force and
effect and shall be in form and 





 








  




substance satisfactory to the
Issuer and the Issuer shall have viewing rights with respect to the Collateral
Accounts subject to such Control Agreement.


(c)              
Certificates. 
The Issuer shall have received such customary certificates of resolutions or
other action, incumbency certificates and/or other certificates of the
secretary, assistant secretary or Responsible Officers of Everest Bermuda as
the Issuer may require evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in
connection with the Facility Documents.


(d)             
Corporate Documents. 
The Issuer shall have received such other documents and certificates (including
Organization Documents and good standing (or similar) certificates) as the
Issuer may reasonably request relating to the organization, existence and good
standing of  and any other legal matters relating to Everest Bermuda, the
Facility Documents or the transactions contemplated thereby.


(e)              
Opinion of Counsel to Everest Bermuda. 
The Issuer shall have received an opinion of Mayer Brown LLP, New York counsel
to Everest Bermuda, addressed to the Issuer and dated the Closing Date, in form
and substance satisfactory to the Issuer (and Everest Bermuda hereby instructs
such counsel to deliver such opinion to the Issuer).


(f)               
Opinion of Additional Counsel to Everest
Bermuda  The Issuer shall have received
(i) an opinion of Conyers Dill & Pearman Limited, Bermuda counsel to
Everest Bermuda addressed to the Issuer and dated the Closing Date, in form and
substance satisfactory to the Issuer (and Everest Bermuda hereby instructs such
counsel to deliver such opinion to the Issuer).


(g)              
Fees and Expenses. 
Everest Bermuda shall have paid all fees, costs and expenses (including legal
fees and expenses) agreed in writing to be paid by it to the Issuer in
connection herewith to the extent due (and, in the case of expenses (including
legal fees and expenses), to the extent that statements for such expenses shall
have been delivered to Everest Bermuda prior to the Closing Date).


(h)             
KYC Information. 
Everest Bermuda shall have provided to the Issuer the documentation and other
information requested by the Issuer in connection with applicable "know
your customer" and anti-money-laundering rules and regulations, including
the PATRIOT Act.  If Everest Bermuda qualifies as a "legal entity
customer" under the Beneficial Ownership Regulation, it shall have
provided to the Issuer a Beneficial Ownership Certification in relation to it.


(i)               
Financial Strength Rating. 
The Financial Strength Rating of Everest Bermuda shall be B++ or better.


(j)               
Officer's Certificate. 
The Issuer shall have received a certificate, dated the Closing Date and signed
by a Responsible Officer of Everest Bermuda, confirming satisfaction of the conditions
set forth in paragraph (i) of this Section and compliance with the conditions
set forth in paragraphs (b)
and (c)
of the first sentence of Section 4.2. 


(k)              
Compliance Certificate. 
The Issuer shall have received a duly completed Compliance Certificate of
Everest Bermuda dated as of the Closing Date.


(l)               
Process Agent Letter. 
A letter from the Process Agent agreeing to the terms of Section 9.9(d)
in respect of Everest Bermuda.





 








  




The
Issuer shall notify Everest Bermuda of the Closing Date, and such notice shall
be conclusive and binding on the Borrowers.


4.2                 
Conditions
to All L/C Credit Extensions


The obligation
of the Issuer to make any L/C Credit Extension is additionally subject to the
satisfaction of the following conditions:


(a)              
the
Issuer shall have received, except with respect to an Auto-Renewal Letter of
Credit, an L/C Application, as applicable, in accordance with the requirements
hereof;


(b)             
the
representations and warranties of the Borrowers set forth in this Agreement and
in any other Facility Document shall be true and correct in all material
respects (or, in the case of any such representation or warranty already
qualified by materiality, in all respects) on and as of the date of such L/C
Credit Extension (or, in the case of any such representation or warranty
expressly stated to have been made as of a specific date, as of such specific
date);


(c)              
no
Default shall have occurred and be continuing or would result from such L/C
Credit Extension or from the application of proceeds thereof;


(d)             
in
the case of a Letter of Credit to be denominated in an Alternative Currency,
there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable opinion of the Issuer would make it
impracticable for such L/C Credit Extension to be denominated in the relevant
Alternative Currency; 


(e)              
following
any L/C Credit Extension, the L/C Obligations shall not exceed the Commitment
Amount and the L/C Obligations of a Borrower shall not exceed such Borrower's
Collateral Coverage Amount;


(f)               
In
addition to satisfaction of the conditions in paragraphs (a)
through (e),
the obligation of the Issuer to make an initial L/C Credit Extension to a
Designated Borrower is subject to the satisfaction of the conditions that the
Issuer shall have received the following:


(i)               
a
Designated Borrower Request and Assumption Agreement executed by such
Designated Borrower and Everest Bermuda, a Security Agreement executed by such
Designated Borrower and the Issuer and a Control Agreement executed by the
Designated Borrower, the Issuer and the applicable Custodian;


(ii)             
all
documents as shall reasonably demonstrate the existence of such Designated
Borrower, the corporate power and authority of such Designated Borrower to
enter into, and the validity with respect to such Designated Borrower of, this
Agreement and the other Facility Documents to which it is a party and the
incumbency of officers executing the Facility Documents (including an opinion
of counsel to such Designated Borrower and, if such counsel is not licensed to
practice in New York, an opinion of New York counsel), in form and substance
reasonably satisfactory to the Issuer;


(iii)            
a
certificate of a Responsible Officer of such Designated Borrower either (A)
attaching copies of all consents, licenses and approvals from a Governmental
Authority required in connection with the execution, delivery and performance
by such Designated Borrower and the validity against such Designated Borrower
of the Facility Documents to which it is a party and confirming that such
consents, 





 








  




licenses and approvals shall be
in full force and effect, or (B) stating that no such consents, licenses or
approvals are so required;


(iv)            
such
corporate documents and other information as the Issuer shall reasonably
request for purposes of the Patriot Act and its "Know Your Client"
requirements, including, if such Designated Borrower qualifies as a "legal
entity customer" under the Beneficial Ownership Regulation, a Beneficial
Ownership Certification in relation to such Designated Borrower; 


(v)              
if
such Designated Borrower is not organized in the United States or a state thereof,
the Issuer shall not be subject to any legal or regulatory requirement to be
licensed to do business in the jurisdiction in which such Designated Borrower
is organized in order to make L/C Credit Extensions to such Designated Borrower
or shall be otherwise prohibited from extending credit to such Designated
Borrower; and


(vi)            
A
letter from the Process Agent agreeing to the terms of Section 9.9(d)
in respect of such Designated Borrower.


Each request
for an L/C Credit Extension hereunder and each L/C Credit Extension shall be
deemed to constitute a representation and warranty by the Borrowers on and as
of the date of the applicable L/C Credit Extension as to the matters specified
in paragraphs (b)
and (c)
above in this Section.


5.                    
AFFIRMATIVE
COVENANTS


Until the
Commitment has expired or been terminated and all Letters of Credit shall have
expired or been terminated and all other Obligations have been paid in full,
each Borrower covenants and agrees to:


5.1                 
Financial
Statements, Certificates and Information


Deliver to the
Issuer:


(a)              
within
150 days after the end of Everest Bermuda's fiscal year, the audited
consolidated financial statements of Everest Bermuda for that fiscal year.  The
consolidated financial statements will set forth in each case in comparative
form the figures for the previous fiscal year as available, all reported on by
PricewaterhouseCoopers LLP or other independent public accountants of
recognized national standing (without a "going concern" or like
qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of
operations of Everest Bermuda and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;


(b)             
commencing
with the fiscal quarter ending September 30, 2021, within 70 days after the end
of each of the first three quarters of each fiscal year of Everest Bermuda,
unaudited consolidated balance sheet and related statements of operations for
that financial quarter and the fiscal year to date.  The consolidated financial
statements will set forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year as available, all certified by a Financial
Officer of Everest Bermuda as presenting fairly in all material respects the
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Bermuda and its consolidated
Subsidiaries in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes;


(c)              
concurrently
with the delivery to the Issuer of the financial statements under
Sections 5.1(a)
and 5.1(b),
a duly completed Compliance Certificate signed by a Financial Officer of
Everest Bermuda;


(d)             
within
ten days after A.M. Best, S&P or any other nationally recognized rating
agency shall have announced a change in its financial strength rating of such
Borrower or any Insurance Subsidiary thereof, or shall have first assigned a
rating thereto, written notice of such changed or initial rating;


(e)              
[reserved]; 


(f)               
within
ten Business Days after the end of each calendar month, a certificate (a "Collateral
Compliance Certificate") substantially in the form of appendix
2
attached hereto, signed by an officer of such Borrower, certifying compliance
with the collateral coverage requirement set forth in Section
5.10 
and demonstrating, in detail satisfactory to the Issuer, the Fair Market Value
of such Borrower's Eligible Collateral as of the last Business Day of the
immediately preceding month; and


(g)              
promptly
following any request therefor, such other information regarding the
operations, business affairs and financial condition of any Borrower, or
compliance with the terms of this Agreement, as the Issuer may reasonably
request.


Information
required to be delivered pursuant to the foregoing Section 5.1(a),
(b)
and (c)
shall be deemed to have been delivered on the date on which such Borrower delivers
copies of such information to the Issuer or on the date on which such Borrower
provides notice (including notice by electronic transmission) to the Issuer
that such information has been posted on a website identified in such notice
and accessible by the Issuer without charge.


5.2                 
Notices 


(a)              
Furnish
to the Issuer as soon as possible but in any event within ten days after any
officer of such Borrower becomes aware thereof, written notice of the
following:


(i)               
Defaults. 
The occurrence of any Default.


(ii)             
Litigation. 
The filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting such Borrower that
could reasonably be expected to result in a Material Adverse Effect.


(iii)            
Foreign Pension Plan Liabilities. 
Any Borrower's Foreign Pension Plan becomes a defined benefits plan.


(iv)            
Insurance Licenses. 
(i) The receipt by any Insurance Subsidiary of any notice or direction from any
Governmental Authority (including any Applicable Insurance Regulatory
Authority) of the expiration without renewal, revocation or suspension of, or
the institution of any proceedings to revoke or suspend, any license now or
hereafter held by such Insurance Subsidiary which is required to conduct
insurance business in compliance with all applicable Laws and regulations, (ii)
the receipt of any notice from any Governmental Authority (including any
Applicable Insurance Regulatory Authority) of the institution of any
disciplinary proceedings against or in respect of any Insurance Subsidiary, or
the issuance of any order, 





 





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the taking of any action or any
request for an extraordinary audit for cause by any Governmental Authority
(including any Applicable Insurance Regulatory Authority)
or (iii) any judicial or administrative order limiting or controlling the
insurance business of any Insurance Subsidiary (and not the insurance industry
generally) which has been issued or adopted.


(v)              
Beneficial Ownership Certification . 
Any change in the information provided in the Beneficial Ownership Certification
that would result in a change to the list of beneficial owners identified in
parts (c) or (d) of such certification.


(b)             
Furnish
to the Issuer as soon as possible but in any event within three Business Days
after any officer of such Borrower becomes aware thereof, written notice of any
setoff, claims, withholdings or other defenses to which any of its Collateral,
or the Issuer's rights with respect to such Collateral, are subject other than
with respect to the Custodial Lien and Set-off Rights, provided, that such
Borrower will notify the Issuer hereunder of any set-off exercised by the
Custodian pursuant to the Custodial Lien and Set-off Rights.


Each notice
delivered under this Section 5.2 shall be accompanied by a statement of a
Financial Officer or other executive officer of such Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.


5.3                 
Existence;
Conduct of Business


Such Borrower
will, and will cause each Subsidiary to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect (a) its legal
existence and (b) the rights, licenses, permits, privileges and franchises
(including without limitation, certificates of authority and other required
insurance licenses) material to the conduct of the business of such Borrower
and its Subsidiaries, taken as a whole, except, in the case of paragraph (b),
where failure to do so, individually or in the aggregate, could not be expected
to result in a Material Adverse Effect; provided that the foregoing shall not
prohibit any merger or consolidation permitted under this Agreement.


5.4                 
Maintenance
of Office


Such Borrower
will maintain its principal or registered office at the location set forth
below its name on its signature page, or at such other place as such Borrower
shall designate upon written notice to the Issuer, where notices, presentations
and demands to or upon such Borrower in respect of the Facility Documents to
which such Borrower is a party may be given or made.


5.5                 
Payment
of Obligations


Such Borrower
will, and will cause each Subsidiary to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect
before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings and (b) such Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP or SAP, as
applicable.


5.6                 
Maintenance
of Properties; Insurance


Such Borrower
will, and will cause each Subsidiary to, (a) keep and maintain all property
material to the conduct of the business of such Borrower and its Subsidiaries
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in
good working order and condition, ordinary wear and tear excepted, and (b)
maintain, with financially sound and reputable insurance companies, insurance
in such amounts and against such risks as are customarily maintained by
companies engaged in the same or similar businesses operating in the same or
similar locations.


5.7                 
Books
and Records; Inspection Rights


Such Borrower
will, and will cause each Subsidiary to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities.  Such Borrower will,
and will cause each Subsidiary to, permit any representatives designated by the
Issuer, upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested; provided
that unless an Event of Default exists, the Borrowers shall not be required to
pay the costs and expenses of more than one such inspection in any year.


5.8                 
Compliance
with Laws


Such Borrower
will, and will cause each Subsidiary to, comply with (i) the Bermuda Insurance
Act and (ii) all other applicable Laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, except, in the case of
clause (ii) above only, where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  Such Borrower will maintain in effect and enforce policies and
procedures reasonably designed to ensure compliance in all material respects by
such Borrower, its Subsidiaries and their respective directors, officers, employees
and agents under their control with Anti-Corruption Laws and applicable
Sanctions. 


5.9                 
Use
of Proceeds


Letters of
Credit will be used solely to support Company Reinsurance Agreements, insurance
or reinsurance agreements or the regulatory or supervisory requirements
applicable to the Borrowers, provided that no Letter of Credit hereunder shall
be issued to support the capital requirements at Lloyd's of London, otherwise
known as "Funds at Lloyd's".  The Borrowers will not request any
Letter of Credit, and the Borrowers shall not use, and shall procure that their
respective Subsidiaries and their respective directors, officers, employees and
agents shall not use any Letter of Credit (A) in furtherance of an offer,
payment, promise to pay, or authorization of the payment or giving of money, or
anything else of value, to any Person in violation of any Anti-Corruption Laws,
(B) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country in violation of applicable Sanctions, or (C) in any manner that would
result in the violation of any Sanctions applicable to any party hereto.


5.10             
Collateral
Coverage


(a)              
Such
Borrower hereby covenants and agrees that its Collateral Coverage Amount must
at all times be equal to or greater than its L/C Obligations.


(b)             
The
Issuer shall determine the Adjusted Fair Market Value of each Borrower's
Eligible Collateral based on the valuations provided by the Custodian for the
applicable Collateral Account.  Such Borrower agrees that at all times
following the date of this Agreement until (i) the Commitment has expired or
been terminated, (ii) all Letters of Credit have expired or been terminated and
(iii) all L/C Obligations have been paid in full, it will do or cause to be
done all things necessary to ensure that the Issuer has the necessary 





 





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authority from such Borrower at
all times to have viewing access to its Collateral Accounts and it will use
commercially reasonable efforts to ensure that the Issuer shall at all times
have viewing access to its Collateral Accounts.  In the event that, for any
reason, the Issuer shall not have access to such Borrower's Collateral
Accounts, such Borrower shall use commercially reasonable efforts to procure
that the Custodian delivers to the Issuer copies of any information requested
with respect to its Collateral Accounts and Collateral in order for the Issuer
to determine whether such Borrower is in compliance with its obligations under
Section 5.10(a)
above (each such determination, a "Collateral Valuation"). 


(c)              
For
the avoidance of doubt, the Issuer shall not be obligated to make any L/C
Credit Extension related to the Commitment unless such Borrower is, both before
and after giving effect to such L/C Credit Extension, in compliance with
Section 5.10(a)
above.


(d)             
If
the Issuer determines that as of any date, such Borrower is not in compliance
with its obligations under Section 5.10(a)
above, (i) the Issuer shall as soon as reasonably practicable thereafter notify
such Borrower thereof by email in accordance with Section 9.1(a)
of such non-compliance and provide copies of information obtained from the
Custodian, supporting calculations of the Issuer and other information relevant
to such determination, in connection with the applicable Collateral Valuation,
as evidence of such Borrower's failure to comply with its obligations under
Section 5.10(a)
above; and (ii) upon such notification, such Borrower undertakes to deliver
such further Eligible Collateral within three Business Days of such notice as
is necessary to ensure that, immediately following the delivery of that further
Eligible Collateral, it is in compliance with its obligations under Section 5.10(a)
above.


(e)              
Failure
to comply with paragraph (d)
above shall constitute an Event of Default under the terms and conditions of
this Agreement.


(f)               
In
the event that the L/C Obligations exceed the Commitment Amount, Everest
Bermuda shall (and shall cause the other Borrowers to) use commercially reasonable
efforts to decrease the L/C Obligations in the amount necessary to eliminate
such excess.


5.11             
Further
Assurances


Such
Borrower will cooperate with the Issuer and execute such further instruments
and documents as the Issuer shall reasonably request to carry out to its
satisfaction the transactions contemplated by this Agreement and the other
Facility Documents.


6.                    
NEGATIVE
COVENANTS


Until the
Commitment has expired or been terminated, all Letters of Credit have expired
or been terminated and all other Obligations have been paid in full, each
Borrower covenants and agrees with the Issuer that:


6.1                 
Liens 


Such Borrower
will not, and will not permit any of its Subsidiaries to create, assume, incur,
or otherwise permit to exist any Lien on any of its Collateral, other than
Liens created pursuant to the Facility Documents or the Custodial Lien and
Set-Off Rights.


6.2                 
Sanctions 





 





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(a)              
No
portion of any Letter of Credit shall be used, directly or indirectly, for the
purposes of any transaction related to either: (i) a Sanctioned Person or (ii)
a Sanctioned Country in violation of applicable Sanctions.


(b)             
Neither
such Borrower, nor any of its Subsidiaries, shall engage in any conduct which
might reasonably be expected to cause it to become the subject of Sanctions.


6.3                 
A.M.
Best Rating


Such Borrower
will not permit its A.M. Best Rating to fall below the rating of B++ or to be
withdrawn.


6.4                 
Financial
Covenant


Everest
Bermuda will not permit its Consolidated Tangible Net Worth at any time to be
less than the sum of (i) $ 2,051,940,800, plus (ii) 25.0% of its Consolidated
Net Income for the period from December 31, 2020 through the last day of the
then most recently ended fiscal quarter of Everest Bermuda, plus (iii) 25.0% of
the aggregate Net Equity Issuance Proceeds received by it and its Subsidiaries
for the period from December 31, 2020 through the last day of its then most
recently ended fiscal quarter.


7.                    
EVENTS
OF DEFAULT; ACCELERATION


7.1                 
Events
of Default and Acceleration


The occurrence
and continuance of any of the following shall constitute an event of default
(each an "Event of Default"): 


(a)              
default
in the payment of any Obligations under any of the Facility Documents when and
as due and payable, including, without limitation, default in the payment of
Reimbursement Obligations, Fees and interest, which shall continue unremedied
for a period of five Business Days;


(b)             
any
representation or warranty made or deemed made by or on behalf of any Borrower
or any Subsidiary in or in connection with this Agreement, any Facility
Document or any amendment, modification thereof or waiver thereunder, or in any
report, certificate, financial statement or other document furnished pursuant
to or in connection with this Agreement, any Facility Document or any amendment
or modification thereof or waiver thereunder, shall prove to have been
incorrect or misleading in any material respect when made or deemed made;


(c)              
default
in the performance of any of the agreements or covenants of any Borrower set
forth in Sections  5.1(a), 5.1(b), 5.1(c), 5.1(f),
5.1(g), 5.2(a)(i), 5.2(a)(ii), 5.2(b) and 5.3 
(with respect to any Borrower's existence), 5.7,
5.10 
or Section 6; 


(d)             
default
in the performance of any of the agreements or covenants of any Borrower set
forth in Sections  5.1(d), 5.2(a)(iii), 5.2(a)(iv) and 5.2(a)(v) and the
continuance of such default unremedied for a period of 10 Business Days after
the earlier of (x) the date upon which any Responsible Officer had actual
knowledge of such default and (y) the date of notice thereof from the Issuer to
any Borrower;


(e)              
default
in the performance of any of the agreements or covenants of any Borrower under
this Agreement or any other Facility Document (other than those specified in
Section 7.1(a),
(b),
(c)
or (d) above) and continuance of such default unremedied for a period of 30
days after the earlier of (x) the date upon which any Responsible Officer 





 





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had actual knowledge of such
default and (y) the date of notice thereof from the Issuer to any Borrower;


(f)               
a
Borrower shall (i) default in the payment of any Debt (other than the
Obligations and obligations amongst the Borrowers and their Affiliates) the
aggregate principal amount (including undrawn committed or available amounts)
of which is in excess of the Material Debt amount beyond the period of grace if
any, provided in the instrument or agreement under which such Debt was created,
or (ii) default in the observance or performance of any other agreement or
condition relating to any Debt (other than the Obligations and obligations
amongst the Borrowers and their Affiliates) the aggregate principal amount
(including undrawn committed or available amounts) of which is in excess of the
Material Debt amount or contained in any instrument or agreement evidencing,
securing or relating thereto or any other event shall occur or condition exist
(other than the Obligations and obligations amongst the Borrowers and their
Affiliates), the effect of which default or other event or condition is to
cause, with the giving of notice and/or lapse of time, if required, any such
Debt to (A) become due, or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Debt to be made, prior to its stated maturity (any applicable grace
period having expired) or (B) be cash collateralized.


(g)              
an
involuntary proceeding under any Debtor Relief Law shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, winding-up,
administration, reorganization or other relief in respect of any of any
Borrower or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, administration, receivership
or similar law now or hereafter in effect or (ii) the appointment of a
liquidator, receiver, trustee, custodian, sequestrator, conservator,
administrator, administrative receiver or similar official for any Borrower or
for a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;


(h)             
any
Borrower shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, winding-up, administration, reorganization or other relief
under any Debtor Relief Law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in paragraph (g)
of this Section, (iii) apply for or consent to the appointment of a liquidator,
receiver, trustee, custodian, sequestrator, conservator, administrator or
similar official for any Borrower or for a substantial part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against
it in any such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the
foregoing;


(i)               
any
Borrower shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;


(j)               
one
or more judgments for the payment of money in an aggregate amount in excess of
$50,000,000 shall be rendered against any Borrower and the same shall remain
undischarged for a period of 45 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of any Borrower to enforce any such
judgment;


(k)              
any
circumstance in respect of any Foreign Pension Plan shall have occurred that,
in the opinion of the Issuer, when taken together with all other such
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occurred, could reasonably be
expected to result in a Material Adverse Effect and continues unremedied for
five Business Days;


(l)               
a
Change of Control shall occur;


(m)            
any
Governmental Authority revokes or fails to renew any material license, permit
or franchise of any Borrower, or any Borrower for any reason loses any material
license, permit or franchise, or any Borrower suffers the imposition of any
restraining order, escrow, suspension or impound of funds in connection with any
proceeding (judicial or administrative) with respect to any material license,
permit or franchise, which could reasonably be expected to result in a Material
Adverse Effect;


(n)             
any
Control Agreement is terminated by any party thereto and such Borrower, the
Issuer and another financial institution satisfactory to the Issuer have not,
as of the date that is three Business Days prior to the effective date of such
termination, entered into a control agreement in form and substance reasonably
satisfactory to the Issuer, such that the Issuer's first priority lien and
security interest in such Collateral is preserved unimpaired;


(o)              
the
Issuer's security interest in any Collateral shall cease to be a first priority
perfected security interest, otherwise than in accordance with the terms hereof
or in connection with the Custodial Lien and Set-Off Rights; or any action at
law, suit or in equity or other legal proceeding to cancel, revoke or rescind
this Agreement or any other Facility Document shall be commenced by or on
behalf of any Borrower or any of its shareholders, or any court or any other
governmental or regulatory authority or agency of competent jurisdiction shall
make a determination that, or issue a judgment, order, decree or ruling to the
effect that, this Agreement or any one
or more of the other Facility Documents is illegal, invalid or unenforceable in
accordance with the terms thereof;


(p)              
any
of the Collateral is subject to any lien or encumbrance or any claim or demand,
other than the Custodial Lien and Set-Off Rights, that if unpaid might by law
or upon bankruptcy, insolvency or otherwise, be given any priority whatsoever
over any Borrower's general creditors with respect to the Collateral or is
transferred for the purposes of the payment of indebtedness not arising
hereunder or is taken by attachment, execution or any other form of legal
process;


(q)              
the
assertion of any levy, seizure or attachment on any Collateral, other than with
respect to the Custodial Lien and Set-Off Rights, or the taking of any action
by a regulatory authority to obtain control (which shall not have been vacated,
discharged or stayed or bonded pending appeal within 60 days from the entry
thereof) of any part of the Collateral, other than with respect to the
Custodial Lien and Set-Off Rights;


(r)               
the
taking of any action by a regulatory authority to obtain control of any
Borrower or a substantial part of its assets (which shall not have been
vacated, discharged or stayed or bonded pending appeal within 60 days from the
entry thereof); or 


(s)              
there
shall occur in one or a series of transactions: (i) the sale, assignment or
transfer of all or substantially all of the assets of any Borrower; (ii) a
merger, amalgamation or consolidation of any Borrower without the prior written
consent of the Issuer, except that (A) any Borrower may merge, amalgamate or
consolidate with a Subsidiary of such Borrower so long as such Borrower is the
surviving entity in any such transaction and (B) any Borrower may merge,
amalgamate or consolidate with any Person provided (u) such Borrower is the
surviving entity and organized in the same jurisdiction as such Borrower's
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consolidation and (v) the
security interest granted under such Borrower's Security Agreement continues in
full force and effect with the same priority and there are no additional
barriers to enforcement of the same; or (iii) the dissolution of any Borrower. 


If any Event of
Default (other than an Event of Default described in paragraph (g) or (h)
above) shall have occurred and be continuing, the Issuer may by notice to
Everest Bermuda, (A) terminate the Commitment, and upon such notice being given
the Commitment shall terminate immediately and the Issuer shall be relieved of all
further obligations to issue, extend, amend or renew Letters of Credit; and in
the case of the occurrence an Event of Default described in paragraph (g) or
(h) above, the Commitment shall automatically terminate without further action
on the part of the Issuer, and the Issuer shall be relieved of all further
obligations to issue, extend, amend or renew Letters of Credit; (B) require
that the Borrowers cash collateralize the L/C Obligations; and (C) exercise all
rights and remedies available to it under the Facility Documents and/or
applicable Law.  No termination of the Commitment shall relieve any Borrower of
any of the Obligations and upon such termination of the Commitment hereunder,
all Obligations and all interest accrued and unpaid thereon shall become
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by each Borrower. 
If any Event of Default shall occur and be continuing, the Issuer may, with or
without prior notice to the applicable Borrower or any other Borrower, and
without demand for additional collateral, (i) transfer, or cause the Custodian
to transfer any or all of the Collateral and/or the Collateral Account into the
name of the Issuer or its nominee (including, without limitation, having the
Collateral debited from the Collateral Account and credited to an account
designated by the Issuer) and vote any Collateral constituting securities or
closely held Capital Stock; (ii) require the applicable Borrower to provide
additional Eligible Collateral if its Collateral Coverage Amount is not equal
to or greater than its L/C Obligations at any time and require the applicable
Borrower (or instruct the Custodian) to convert Collateral into (and thereafter
only invest in) Cash and to the extent required, by the Issuer, such Cash to be
denominated in Dollars; (iii) sell at public or private sale any or all of the
applicable Borrower Collateral; (iv) apply to, or set off against, the
Obligations of such Borrower all or any portion of its Collateral, securities
or other property of such Borrower in the possession of the Issuer; (v) convert
any of the Collateral or any proceeds thereof into the applicable Alternative
Currency, with any such conversion costs being considered a collection expense
and added to the Obligations; and (vi) at its discretion in its own name or in
the name of such Borrower take any action for the collection of its Collateral,
including the filing of a proof of claim in insolvency proceedings, and may receive
the proceeds thereof and execute releases therefor.  Each Borrower agrees that
the Issuer has no obligation to sell or otherwise liquidate its Collateral in
any particular order or to apply the proceeds thereof to any particular portion
of the Obligations.  Each Borrower further agrees that after the occurrence and
during the continuance of an Event of Default, to the extent that any voting
rights exist, the Issuer shall have no obligation to vote any Collateral
constituting securities or closely held Capital Stock but shall have the right
to do so in its sole discretion.


In connection
with any secured party's sale, the Issuer is authorized, if it deems it
advisable to do so, in order to comply with any applicable securities laws, to
restrict the prospective bidders or purchasers to persons who will represent
and agree that they are purchasing the Collateral for their own account for
investment, and not with a view to the distribution or re-sale thereof.  Sales
made subject to such restriction shall be deemed to have been made in a
commercially reasonable manner.


7.2                 
Application
of Payments


After the
exercise of remedies provided for in Section 7.1,
any amounts received on account of any Borrower's Obligations shall be applied
by the Issuer to such Borrower's Obligations as it elects in its sole
discretion; provided that, the Issuer shall be entitled to retain an amount
equal 





 





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to
such Borrower's L/C Obligations to be applied to satisfy drawings under such
Letters of Credit as they occur.  If any amount remains on deposit after all
such Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any of such Borrower;
notwithstanding anything contained herein to the contrary, the Issuer shall
only apply funds received from a Borrower or any of such Borrower's Collateral
to the Obligations of such Borrower.


8.                    
[Reserved] 


9.                    
MISCELLANEOUS 


9.1                 
Notices 


(a)              
Notices Generally. 
Unless otherwise expressly provided herein, all notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service or mailed by certified or registered mail
to the applicable party hereto, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as provided in schedule 3.  Notices and
other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when
received.  Notices and other communications delivered through Electronic Media
(defined below) to the extent permitted under paragraph (b)
shall be deemed received upon the sender's receipt of an acknowledgement from
the intended recipient (such as by the "return receipt requested"
function, as available, return e-mail or other written acknowledgement);
provided that, if such Instruction (defined below) is not sent during the
normal business hours of the recipient, such Instruction shall be deemed to
have been sent at the opening of business on the next Business Day for the
recipient.


(b)             
Electronic Communications. 
Notices and other communications to the Issuer hereunder may be delivered or
furnished by e-mail, facsimile or other electronic communications (including
Internet or intranet websites) pursuant to procedures approved by the Issuer
("Electronic Media").  In connection therewith, each Borrower
(i) authorizes the Issuer to act on any instruction, notice or communication
("Instruction") it receives by Electronic Media and which
appears to the Issuer to originate from a Responsible Officer, (ii)
acknowledges that the Issuer is not obliged to act on any Instruction it
receives by Electronic Media if it has any reason to believe that the
Instruction is not authorized or has been incorrectly transmitted, or if it
considers that clarification or verification is required or desirable, and
(iii) acknowledges and accepts that Electronic Media may not be secure and that
third parties may gain access to the information contained therein as a result
of the parties utilizing such media.  Any Instruction forwarded by Electronic
Media shall be irrevocable.  The use of Electronic Media as a means of
communications will remain operational for an undetermined period and may be
revoked at any time by notice from the Issuer to such Borrower.


(c)              
Change of Address, etc.  A
Borrower or the Issuer may change its address, facsimile number, telephone
number or electronic mail address for notices and other communications
hereunder by notice to the other parties hereto.


(d)             
Reliance by Issuer and Indemnification. 
The Issuer shall be entitled to rely and act upon any notices (including
telephonic notices and Instructions given by Electronic Media) purportedly
given by or on behalf of a Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof.  All
telephonic notices to and telephonic 





 





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communications with the Issuer
may be recorded by the Issuer, and each of the parties hereby consents to such
recording.


9.2                 
Waivers;
Amendments


(a)              
No Waiver; Remedies Cumulative; Enforcement. 
No failure or delay by the Issuer in exercising any right, remedy, power or
privilege hereunder or under any other Facility Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
remedy, power or privilege, or any abandonment or discontinuance of steps to
enforce such a right remedy, power or privilege, preclude any other or further
exercise thereof or the exercise of any other right remedy, power or
privilege.  The rights, remedies, powers and privileges of the Issuer hereunder
and under the Facility Documents are cumulative and are not exclusive of any
rights, remedies, powers or privileges that any such Person would otherwise
have.


(b)             
Amendments, Etc.  Except
as otherwise expressly set forth in this Agreement, no amendment or waiver of
any provision of this Agreement or any other Facility Document, and no consent
to any departure by any Borrower therefrom, shall be effective unless in
writing executed by such Borrower and the Issuer, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


9.3                 
Expenses;
Indemnity; Etc.


(a)              
Costs and Expenses. 
Everest Bermuda shall pay or reimburse (i) all reasonable out-of-pocket costs
and expenses incurred by the Issuer in connection with the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Facility Documents, or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), including the reasonable and
documented fees, charges and disbursements of counsel and (ii) all reasonable
out-of-pocket costs and expenses incurred by the Issuer (including the
reasonable and documented fees, charges and disbursements of counsel for the
Issuer) in connection with the enforcement or protection of any rights and
remedies under this Agreement and the other Facility Documents, including all
such costs and expenses incurred during any legal proceeding, including any
proceeding under any Debtor Relief Law, and including in connection with any
workout, restructuring or negotiations in respect of the L/C Credit Extensions
and the Facility Documents.


(b)             
Indemnification by the Borrowers. 
Each Borrower shall indemnify the Issuer (and any sub-agent thereof), and the
Issuer, and each Related Parties of any of the foregoing Persons (each such
Person being called an "Indemnitee") on a joint and several
basis against, and hold each Indemnitee harmless from, any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs (including settlement costs), disbursements and out-of-pocket fees
and expenses (including the reasonable fees, charges and disbursements of any
counsel for any Indemnitee) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted or awarded against any Indemnitee
in any way relating to or arising out of or in connection with or by reason of
any actual or prospective claim, litigation, investigation or proceeding in any
way relating to, arising out of, in connection with or by reason of any of the
following, whether based on contract, tort or any other theory (including any
investigation of, preparation for, or defense of any pending or threatened claim,
litigation or proceeding): (x) the execution, delivery, enforcement,
performance or administration of any Facility Document or any other document
delivered in connection with the transactions contemplated thereby or the
consummation of the transactions 





 





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contemplated thereby or (y) any
Commitment, any L/C Credit Extension or the use or proposed use thereof or of
the proceeds thereof (including any refusal by the Issuer to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit);
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, fees and expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee; collectively, the "Indemnified Liabilities"),
in all cases, whether or not caused by or arising, in whole or in part, out of
the negligence of such Indemnitee and regardless of whether such Indemnitee is
a party thereto, and whether or not any such claim, litigation, investigation
or proceeding is brought by a Borrower, its equity holders, its affiliates, its
creditors or any other Person.


(c)              
Waiver of Consequential Damages, Etc.  To
the fullest extent permitted by applicable Law, no Borrower shall assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, any
Facility Document or any other document contemplated thereby, the transactions
contemplated thereby, any Commitment or any L/C Credit Extension, the use
thereof or of the proceeds thereof or such Indemnitee's activities in
connection therewith (whether before or after the Closing Date).  No Indemnitee
shall be liable for any damages arising from the use by unintended recipients
of any information or other materials obtained through any information
transmission systems in connection with the Facility Documents or the
transactions contemplated thereby unless determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.


(d)             
Payments. 
All amounts due under this Section shall be payable promptly after demand
therefor by the relevant Person entitled thereto.


9.4                 
Successors
and Assigns


(a)              
Successors and Assigns. 
The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted
hereby, except that no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Issuer.  The Issuer may at any time assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment (including, for purposes of this paragraph (a),
participations in L/C Obligations)); provided that the consent of Everest
Bermuda shall be required for any assignment (such consent not to be
unreasonably withheld or delayed and which consent is hereby given for
assignments to any Affiliate) unless any Event of Default has occurred and is
continuing at the time of such assignment; provided that Everest Bermuda shall
be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Issuer within ten Business Days after having
received notice thereof.


(b)             
Register.
The Issuer, acting solely for this purpose as an agent of Borrower, shall
maintain a record of any sale, transfer, assignment or participation, including
any assignment by any assignee of the Issuer, and a register for the
recordation of the names and addresses of any such assignees, and the
commitments of, and principal amounts (and stated interest) of the L/C
Obligations owing to, each purchaser, transferee, assignee or participant
pursuant to the terms hereof from time to time (the "Register"). 
 





 





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The entries in the Register
shall be conclusive absent manifest error, and the Borrower, the Issuer and all
such purchasers, transferees, assignees and participants shall treat each
person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrower and any purchaser, transferee,
assignee or participant, at any reasonable time and from time to time upon
reasonable prior notice.


(c)              
Certain Pledges. 
The Issuer may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of the Issuer,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank or any central bank having jurisdiction over the Issuer; provided that no
such pledge or assignment shall release the Issuer from any of its obligations
hereunder or substitute any such pledgee or assignee for the Issuer as a party
hereto.


9.5                 
Survival 


All covenants,
agreements, representations and warranties made by a Borrower herein and in any
Facility Document or other documents delivered in connection herewith or
therewith or pursuant hereto or thereto shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery
hereof and thereof and the making of the L/C Credit Extensions hereunder,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Issuer may have had notice or knowledge of any
Default at the time of any L/C Credit Extension, and shall continue in full
force and effect as long as any Obligation hereunder shall remain unpaid or
unsatisfied or any Letter of Credit shall remain outstanding.  The provisions
of Sections 2.9,
2.10,
2.11,
9.3,
and 9.15  shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the payment in full of the Obligations, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.


9.6                 
Counterparts;
Integration; Effectiveness; Electronic Execution


(a)              
Counterparts; Integration; Effectiveness. 
This Agreement may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract.  This
Agreement and the other Facility Documents, and any separate letter agreements
with respect to fees and expenses payable to the Issuer, constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof.  Except as provided in Section
4.1,
this Agreement shall become effective when it shall have been executed by the
Issuer and when the Issuer shall have received a counterpart hereof that bears
the signature of each Borrower.  Delivery of an executed counterpart of a
signature page of this Agreement by facsimile or in electronic (ie, "pdf"
or "tif") format shall be effective as delivery of a manually
executed counterpart of this Agreement.


(b)             
Electronic Execution of Assignments and
Certain Other Documents.  The words
"execution", "signed", "signature", and words of
like import in any amendment or other modification hereof (including waivers
and consents) shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and 





 





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Records Act, or any other
similar state Laws based on the Uniform Electronic Transactions Act.


9.7                 
Severability 


If any provision
of this Agreement or the other Facility Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Facility Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible
to that of the illegal, invalid or unenforceable provisions.  The invalidity of
a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


9.8                 
Right
of Setoff


If an Event of
Default shall have occurred and be continuing, the Issuer, and each of its
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable Law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held, and other obligations (in whatever currency) at any
time owing, by the Issuer or any such Affiliate, to or for the credit or the
account of the applicable Borrower against any and all of the obligations of
such Borrower now or hereafter existing under this Agreement or any other
Facility Document to the Issuer or their respective Affiliates, irrespective of
whether or not the Issuer or Affiliate shall have made any demand under this
Agreement or any other Facility Document and although such obligations of such
Borrower may be contingent or unmatured or are owed to a branch, office or
Affiliate of the Issuer different from the branch, office or Affiliate holding
such deposit or obligated on such indebtedness.  The rights of the Issuer, the
Issuer and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that the Issuer or
its Affiliates may have.  The Issuer agrees to notify such Borrower promptly
after any such setoff and application; provided that the failure to give such
notice shall not affect the validity of such setoff and application.


9.9                 
Governing
Law; Jurisdiction; Etc.


(a)              
Governing Law. 
This Agreement and the other Facility Documents and any claims, controversy,
dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Agreement or any other Facility
Document (except, as to any other Facility Document, as expressly set forth
therein) and the transactions contemplated hereby and thereby shall be governed
by, and construed in accordance with, the Law of the State of New York.


(b)             
Jurisdiction. 
Each Borrower irrevocably and unconditionally agrees that it will not commence
any action, litigation or proceeding of any kind or description, whether in law
or equity, whether in contract or tort or otherwise, against the Issuer or any
Related Party of the Issuer, in any way relating to this Agreement or any other
Facility Document or the transactions relating hereto or thereto, in a forum
other than the courts of the State of New York sitting in New York County, and
of the United States District Court of the Southern District of New York and
any appellate court from any thereof, and each of the parties hereto irrevocably
and unconditionally submits to the exclusive jurisdiction of such courts and
agrees that all claims in respect of any such action, litigation or proceeding
may be heard and determined in such New York State court or, to the fullest
extent permitted by applicable Law, in such Federal court.  Each of the parties
hereto agrees that a final judgment in any such action, litigation or
proceeding shall be 





 





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conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by Law.  Nothing in this Agreement or in any other Facility Document shall
affect any right that the Issuer may otherwise have to bring any action or
proceeding relating to this Agreement or any other Facility Document against
any Borrower or its properties in the courts of any jurisdiction.


(c)              
Waiver of Venue. 
Each Borrower irrevocably and unconditionally waives, to the fullest extent
permitted by applicable Law, any objection that it may now or hereafter have to
the laying of venue of any action or proceeding arising out of or relating to
this Agreement or any other Facility Document in any court referred to in
paragraph (b)
of this Section.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by applicable Law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


(d)             
Service of process. 
On or prior to the Closing Date, Everest Bermuda shall, and on or prior to the
date any Designated Borrower becomes a party hereto, such Designated Borrower
shall, appoint CT Corporation (the "Process Agent"), with an
office on the date hereof at 1209 Orange Street, Wilmington, DE 19801, as its
agent to receive on its behalf service of the summons and complaints and any
other process which may be served in any such action or proceeding, provided
that a copy of such process is also mailed in the manner provided in Section 9.1. 
Such service may be made by mailing or delivering a copy of such process to a
Borrower in care of the Process Agent at the Process Agent's above address, and
each Borrower hereby irrevocably authorizes and directs the Process Agent to
receive such service on its behalf.  Each party hereto irrevocably consents to
service of process in the manner provided for notices in Section 9.1. 
Nothing in this Agreement will affect the right of any party hereto to serve
process in any other manner permitted by applicable law.
If the appointment of the Process Agent ceases to be effective with respect to
any Borrower, such Borrower must immediately appoint a further person in the
State of New York to accept service of process on its behalf in the State of
New York and, if such Borrower does not appoint such agent for service of
process within 15 days, such Borrower authorizes the security agent to appoint
such agent for service of process for, and at the expense of such Borrower.


9.10             
WAIVER
OF JURY TRIAL


Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
Law, any right it may have to a trial by jury in any legal proceeding directly
or indirectly arising out of or relating to this agreement or any other
Facility Document or the transactions contemplated hereby or thereby (whether
based on contract, tort or any other theory).  Each party hereto (a) certifies
that no representative, agent or attorney of any other person has represented,
expressly or otherwise, that such other person would not, in the event of
litigation, seek to enforce the foregoing waiver and (b) acknowledges that it
and the other parties hereto have been induced to enter into this Agreement and
the other Facility Documents by, among other things, the mutual waivers and
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9.11             
Headings 


Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.


9.12             
Confidentiality 


The Issuer
agrees to maintain the confidentiality of the Information, except that
Information may be disclosed (a) to its Related Parties (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential in accordance with customary practices); (b) to the extent
required or requested by any regulatory authority purporting to have
jurisdiction over or to which an agreement exists between it or its Related
Parties (including any self-regulatory authority, such as the National
Association of Insurance Commissioners); (c) to the extent required by
applicable Laws or regulations or by any subpoena or similar legal process; (d)
in connection with the exercise of any remedies hereunder or under any other
Facility Document or any action or proceeding relating to this Agreement or any
other Facility Document or the enforcement of rights hereunder or thereunder;
(e) subject to an agreement containing provisions substantially the same (or at
least as restrictive) as those of this Section (or as may otherwise be
reasonably acceptable to Everest Bermuda) to (i) any assignee of or participant
in, or any prospective assignee of or participant in, any of its rights and
obligations under this Agreement, or (ii) any actual or prospective party (or
its Related Parties) to any swap, derivative other transaction under which
payments are to be made by reference to a Borrower and its obligations, this
Agreement or payments hereunder; (f) on a confidential basis to any rating
agency in connection with rating a Borrower or its Subsidiaries or the credit
facility hereunder; (g) with the consent of such Borrower; or (h) to the extent
that such Information (x) becomes publicly available other than as a result of
a breach of this Section, or (y) becomes available to the Issuer or any of its
Affiliates on a nonconfidential basis from a source other than a Borrower.  For
purposes of this Section, "Information"  means all
information received from a Borrower or any of its Affiliates relating to a
Borrower or any of its Affiliates or any of their respective businesses, other
than any such information that is available to the Issuer on a nonconfidential
basis prior to disclosure by a Borrower or any of its Affiliates.  Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.


9.13             
PATRIOT
Act


The Issuer is
subject to the PATRIOT Act and hereby notifies each Borrower that pursuant to
the requirements of the PATRIOT Act, it is required to obtain, verify and record
information that identifies each Borrower, which information includes the name
and address of each Borrower and other information that will allow the Issuer
to identify each Borrower in accordance with the PATRIOT Act.  Each Borrower
shall, promptly following a request by the Issuer, provide all documentation
and other information that the Issuer requests in order to comply with its
ongoing obligations under applicable "know your customer" and
anti-money-laundering rules and regulations, including the PATRIOT Act.


9.14             
Interest
Rate Limitation


Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable
under any Facility Document, together with all fees, charges and other amounts
which are treated as interest under such Facility Document under applicable Law
(collectively, "charges"),  





 





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shall exceed the maximum lawful
rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Issuer in accordance with
applicable Law, the rate of interest payable pursuant to such Facility
Document, together with all charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and charges
that would have been payable pursuant to such Facility Document but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and charges payable to the Issuer in respect of other Facility
Documents or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate for each day to the date of repayment, shall have
been received by the Issuer.


9.15             
Payments
Set Aside


To the extent
that any payment by or on behalf of a Borrower is made to the Issuer or the
Issuer exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Issuer in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such setoff had not occurred.


9.16             
No
Advisory or Fiduciary Responsibility


In connection
with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any
other Facility Document), each Borrower acknowledges and agrees, and
acknowledges its Affiliates' understanding, that: (a) (i) no fiduciary,
advisory or agency relationship between the Borrowers and their respective
Subsidiaries and the Issuer is intended to be or has been created in respect of
the transactions contemplated hereby or by the other Facility Documents,
irrespective of whether the Issuer has advised or is advising any Borrower or
any Subsidiary thereof on other matters, (ii) the services regarding this
Agreement provided by the Issuer are arm's-length commercial transactions
between each Borrower and its Affiliates, on the one hand, and the Issuer, on
the other hand, (iii) each Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent that it has deemed appropriate and
(iv) each Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the
other Facility Documents; and (b) (i) the Issuer has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary
for any Borrower or any of its Affiliates, or any other Person; (ii) the Issuer
has no obligation to any Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Facility Documents; and (iii) the Issuer and its
Affiliates may be engaged, for its own accounts or the accounts of customers,
in a broad range of transactions that involve interests that differ from those
of the Borrowers or any of their respective Affiliates, and the Issuer has no
obligation to disclose any of such interests to any Borrower or any of its
Affiliates.  To the fullest extent permitted by Law, each Borrower hereby
waives and releases any claims that it may have against the Issuer, with
respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby.


9.17             
Acknowledgement
and Consent to Bail-In of Affected Financial Institutions


Notwithstanding
anything to the contrary in any Facility Documents or in any other agreement,
arrangement or understanding among any such parties, each party hereto
acknowledges that 





 





 541  

  

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any
liability of any Affected Financial Institution arising under any Facility
Document, to the extent such liability is unsecured, may be subject to the
Write-Down and Conversion Powers of the applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:


(a)              
the
application of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority to any such liabilities arising hereunder which may be
payable to it by any party hereto that is an Affected Financial Institution;
and


(b)             
the
effects of any Bail-In Action on any such liability, including, if applicable:


(i)               
a
reduction in full or in part or cancellation of any such liability;


(ii)             
a
conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such Affected Financial Institution, its parent
undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Facility Document; or


(iii)            
the
variation of the terms of such liability in connection with the exercise of the
Write-Down and Conversion Powers of the applicable Resolution Authority.


9.18             
Judgment
Currency


If, for the
purposes of obtaining judgment in any court, it is necessary to convert a sum
due hereunder or any other Facility Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Issuer could purchase the first currency with
such other currency on the Business Day preceding that on which final judgment
is given.  The obligation of each Borrower in respect of any such sum due from
it to the Issuer hereunder or under the other Facility Documents shall,
notwithstanding any judgment in a currency (the "Judgment Currency")
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the "Agreement Currency"),
be discharged only to the extent that on the Business Day following receipt by
the Issuer of any sum adjudged to be so due in the Judgment Currency, the
Issuer may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency.  If the amount of the Agreement Currency
so purchased is less than the sum originally due to the Issuer from a Borrower
in the Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Issuer against such loss. 
If the amount of the Agreement Currency so purchased is greater than the sum
originally due to the Issuer in such currency, the Issuer agrees to return the
amount of any excess to such Borrower (or to any other Person who may be
entitled thereto under applicable Law).


IN
WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized signatories
as of the day and year first above written.





 






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schedule 1  


Collateral
Coverage Amount Calculation


	
  Category of Eligible
  Collateral

  	
  Collateral Margin

  (expressed as a percentage of the
  principal amount)

  
	
  Cash

  	
  100%

  
	
  Time
  deposits, certificates of deposit and money market deposits, denominated in
  Dollars, of any commercial bank incorporated in the United States with a
  rating of at least (i) AA- from S&P, (ii) Aa3 from Moody's or (iii) AA-
  from Fitch and maturing within two years from the date of determination.
  Money market mutual funds with same-day liquidity and with a rating of (i)
  AAA from S&P, (ii) Aaa from Moody's, (iii) AAA from Fitch or (iv) 1 by
  the NAIC Securities Valuation Office.

  	
  90%

  
	
  Commercial
  paper issued by any entity organized in the United States with maturities of
  one year or less (rated at least A-1 or the equivalent thereof by S&P
  and/or P-1 by Moody's)

  	
  90%

  
	
  Government
  Debt

  Maturity
  < 
  1 year

  Maturity
  < 
  5 years, but > 1 year

  Maturity
  < 
  10 years, but > 5 year

  Maturity
  > 10 years

  	
  

  

   

  97%

  95%

  90%

  85%

  
	
  Agency
  Securities (GNMA, FNMA, FHLMC) rated by at least two of Moody's, S&P,
  and/or Fitch Aa3 / AA- / AA- or better

  WAL
  ≤ 1 year

  WAL
  ≤ 5 years, but > 1 year

  WAL
  ≤ 10 years, but > 5 years

  WAL
  > 10 years

  	
  

  

   

  97%

  95%

  90%

  85%

  









 





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  Supranational
  Debt rated at least AA- by S&P and/or Aa3 by Moody’s

  Maturity <  2 years

  Maturity <  10 years, but
  > 2 years

  Maturity > 10 years  

  	
   

  95%

  90%

  80%

  
	
  Corporate Securities (rated by at least two of Moody's, S&P,
  and/or Fitch Aa3/AA-/AA- or better)

  Maturity <  1 year

  Maturity <  5 years, but
  > 1 year

  Maturity > 5 years

  	
  

  

   

  95%

  90%

  85%

  
	
  Corporate Securities (rated by at least two of Moody's, S&P,
  and/or Fitch A3/A-/A- or better), Non-convertible

  Maturity <  1 year

  Maturity <  5 years, but
  > 1 year

  Maturity > 5 years

   

  	
  

  

   

  90%

  85%

  80%

   

  
	
  Corporate Securities (rated by at least two of Moody's, S&P,
  and/or Fitch Baa2/BBB/BBB or better), Non-convertible

  Maturity <  1 year

  Maturity <  5 years, but
  > 1 year

  Maturity > 5 years

  	
  

  

   

  85%

  80%

  75%

  
	
  Asset
  Backed Securities (rated by at least two of Moody's, S&P, and/or Fitch
  Aa3/AA-/AA- or better)

  Maturity <  1 year

  Maturity <  5 years, but
  > 1 year

  Maturity
  ≤ 10 years, but > 5 years

  	
  

  

   

  90%

  85%

  73%

  
	 	 	 









 





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The following
conditions and limitations also apply with respect to the Eligible Collateral:


1.                    
other
than Government Debt and Agency Securities or, FHMLC or FNMA (so long as such
Person is under the conservatorship of the Federal Housing Finance Agency), no
single issue or issuer shall constitute more than 10 per cent of the Fair
Market Value of the Eligible Collateral;


2.                    
no
Collateral shall be included Eligible Collateral unless it is capable of being
marked to market on a daily basis and cleared and settled within the United
States;


3.                    
the
advance rate of the marketable Securities detailed in the above table shall be
decreased by an additional 10 per cent to the extent that such marketable
securities are held in a currency other than the currency of the applicable
Letter of Credit;


4.                    
Eligible
Collateral ranked BBB and Asset Backed Securities shall not constitute more
than 30 per cent of Fair Market Value of the Eligible Collateral;


5.                    
in
the case that the currency of a Letter of Credit issued under this facility is
different from the currency of the Eligible Collateral in relation thereto,
there will be an additional advance rate applied to such Eligible Collateral
(if applicable);


6.                    
securities
issued by reinsurers and insurers in relation to this facility shall not be
Eligible Collateral;


7.                    
no
covered bonds shall be included as Eligible Collateral; and


8.                    
all
Eligible Collateral will be subject to monthly valuations.







 



schedule 2  


Insurance
Licenses


See
attached


 













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schedule 3  


Information for
Notices


1.                    
Borrower: 


	
  Everest
  Reinsurance (Bermuda), Ltd.

  
	
  Seon
  Place, 4th Floor

  141
  Front Street

  Hamilton
  HM19 Bermuda

  
	
  Attn:
  Peter Bell

  
	
  E-mail
  address: Peter.Bell@everestrebermuda.bm

  






 


2.                    
Barclays
Bank PLC:


	
  Barclays
  Bank PLC

  
	
  SED
  Insurance LC Specialist

  
	
  Level
  11, 1 Churchill Place

  
	
  London
  E14 5HP

  
	
  Attention:
  SED Insurance LC Specialists

  
	
  Tel:
  + 44 (0) 20 7116 5456

  
	
  Instructions
  E-Mail: sedinsurancelcspecialists@barclays.com

  






Wire Instructions:


	
  USD

  	
   

  
	
  Bank Name :

  	
  Barclays Bank PLC, New York

  
	
  SWIFT Code:

  	
  BARCUS33

  
	
  For the account of:

  	
  Barclays Bank PLC, London

  
	
  SWIFT Code:

  	
  BARCGB22

  
	
  Account No.:

  	
  280568476

  
	
  For further credit to:

  	
  RLOC USD CENC

  
	
  Sort Code:

  	
  208754

  
	
  Account No.: 

  	
  74918144

  









 





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  IBAN:

  	
  GB47 BARC 2087 5474 9181 44

  
	
  Reference:

  	
   Everest Reinsurance (Bermuda) Ltd.

  












 





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3.                    
Issuer: 


	
  Barclays
  Bank PLC

  
	
  SED
  Insurance LC Specialist

  
	
  Level
  11, 1 Churchill Place

  
	
  London
  E14 5HP

  
	
  Attention:
  SED Insurance LC Specialists

  
	
  Tel:
  + 44 (0) 20 7116 5456

  
	
  Instructions
  E-Mail: sedinsurancelcspecialists@barclays.com

  






 





 






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schedule 4  


L/C Application


	
  From:

  	
  [Name
  of Applicant]

  
	
  To:

  	
  Barclays
  Bank plc (the "Issuer") 

  
	
   

  	
  Dated:
  []

  






Dear Sirs


Everest Reinsurance (Bermuda)
Ltd. – Letter of Credit Facility Agreement dated as of [],
2021 (as may be amended, amended and restated, supplemented or otherwise
modified, the "Agreement") 


1.                    
We
refer to the Agreement.  This is an L/C Application.  Terms defined in the
Agreement have the same meaning in this L/C Application unless given a
different meaning in this L/C Application.


2.                    
We
hereby request that [a new Letter of Credit be issued] [an existing Letter of
Credit be [[increased][decreased][[and otherwise] modified]][1]
on the following terms:


	
  Applicant

  	
   

  
	
  Account
  Party (if different):[2]

  	
   

  
	
  [Proposed
  L/C Extension Date][3]

  	
  []
  (or, if that is not a Business Day, the next Business Day)

  
	
  [Proposed
  amendment date][4]:

  	
  []
  (or, if that is not a Business Day, the next Business Day)

  
	
  [Currency
  and Amount]:[5]

  	
   

  
	
  [Existing
  Letter of Credit Number]:[6]

  	
   

  
	
  [Existing
  Letter of Credit Currency and Amount]:[7]
  

  	
   

  









 







[1]
                        Select appropriate option depending on
whether the L/C Application relates to an initial issuance of a Letter or
Credit or an amendment (increase, decrease or other modification) to an
existing Letter of Credit.







[2]
                        Insert Name of Wholly-Owned Subsidiary of the Borrower,
as applicable. 







[3]
                        Include for an initial issuance of a Letter of Credit.







[4]
                        Include for an amendment to an existing Letter of Credit.







[5]
                        Include for an initial issuance of a Letter of Credit.







[6]
                        Include for an amendment to an existing Letter of
Credit.







[7]
                        Include for an amendment to an existing Letter of
Credit.









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 357363582 










  





	
  [Increased amount]
  [Decreased amount][8]:

  	
   

  
	
  [Other
  amendments]:[9]
  

  	
   

  
	
  Beneficiary
  Details

  	
   

  
	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
  Contact Name and
  Email/Phone:

  	
   

  
	
  [Intermediary Name,
  Address and Contact Details]:[10]

  	
   

  
	
  [Term
  of Letter of Credit]:[11]

  	
  []
  months

  
	
  [Expiry
  Date]:[12]

  	
   

  
	
  [Auto-Renewal
  Letter of Credit (i.e., evergreen)]:[13]

  	
  [Yes][No]

  
	
  [Auto-Renewal
  Letter of Credit Notice of Non-Renewal Period]:[14]

  	
  []
  days

  
	
  [Governing
  Law]:[15]

  	
   

  






3.                    
We
confirm that each condition specified in Section
2.1 
(Commitment) and Section 2.2(b)
(Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal
Letters of Credit) is satisfied on the date of this L/C Application.


4.                    
[We
further confirm that such Borrower is in compliance with Section 4.2 
after making [this L/C Credit Extension][the above amendment].][16]


5.                    
Delivery
instructions: [specify delivery instructions] 





 







[10]
                      Include for an initial issuance of a Letter of Credit, if
applicable.







[11]
                      Include for an initial issuance of a Letter of Credit.







[12]
                      Include for an initial issuance of a Letter of Credit.







[13]
                      Include for an initial issuance of a Letter of Credit.







[14]
                      Include for an initial issuance of an Auto-Renewal Letter
of Credit.







[15]
                      Include for an initial issuance of a Letter of Credit.







[16]
                      Select as appropriate depending on whether the L/C
Application is for an initial issuance of a Letter of Credit, an increase in
the amount of an existing Letter of Credit, or an extension of the expiry date
of an existing Letter of Credit, or otherwise delete this clause.







[8]
                        Include for an amendment to an existing Letter of
Credit where the amount of such Letter of Credit is increasing or decreasing.







[9]
                        Include for an amendment to an existing Letter of
Credit to specify any changes other than an increase or decrease in the amount
of such Letter of Credit (if applicable).









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 357363582 










  




6.                    
[Attached
hereto are the documents (including the full text of any certificate) to be
presented by the beneficiary in case of any drawing under the Letter of
Credit.][17]


Yours faithfully


	
  Signed
  by [Name of Signatory], [Authorized Signatory] for and on behalf of [Name
  of Applicant] 

   

  	
  )

  )

  )

  )

  	
   

  	
   

  






 





 







[17]                       Include
for an initial issuance of a Letter of Credit.









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schedule 5  


Tariff Charges


 


	
  Each
  issuance of a Letter of Credit

  	
  $120

  
	
  Each
  amendment to a Letter of Credit

  	
  $95

  
	
  Each
  L/C Credit Extension

  	
  $60

  
	
  Each
  payment of a demand under a Letter of Credit

  	
  $100

  






 


 





 






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appendix
1  


Form of
Compliance Certificate[18]


	
  Financial
  Statement Date:

  	
  []
  20[]

  
	
  To:

  	
  Barclays Bank PLC

  [Address]

  






 


Ladies and Gentlemen:


Reference is made to that
certain Letter of Credit Facility Agreement dated as of [],
2021 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined) among Everest Reinsurance
(Bermuda), Ltd. ("Everest Bermuda") and certain Subsidiaries
of Everest Group party thereto pursuant to Section 2.14 
of the Agreement (each a "Designated Borrower" and, together
with Everest Bermuda, the "Borrowers" and, each a "Borrower")
and Barclays Bank PLC (the "Issuer"). 


The undersigned Financial
Officer hereby certifies as of the date hereof that he/she is the []
of Everest Bermuda, and that, as such, he/she is authorized to execute and
deliver this Compliance Certificate to the Issuer on the behalf of Everest Bermuda, and that:


[Use
following paragraph 1
for fiscal year-end financial statements] 


1.                    
Everest
Bermuda has delivered the year-end audited financial statements required by
Section 5.1(a)
of the Agreement for the fiscal year of Everest Bermuda ended as of the above
date, together with the report and opinion of an independent certified public
accountant required by such section.


[Use
following paragraph 1
for fiscal quarter-end financial statements] 


1.                    
Everest
Bermuda has delivered the unaudited financial statements required by Section 5.1(b)
of the Agreement for the fiscal quarter of Everest Bermuda ended as of the
above date.  Such financial statements fairly present in all material respects
the financial condition and results of operations of Everest Bermuda and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes.


2.                    
The
undersigned has reviewed and is familiar with the terms of the Agreement and
has made, or has caused to be made under his/her supervision, a detailed review
of the transactions and condition (financial or otherwise) of Everest Bermuda
during the accounting period covered by such financial statements.


3.                    
There
has been no material change in GAAP or in the application thereof which has
occurred since the date of the last financial statements delivered pursuant to Section 5.1 
of the Agreement [except [describe change and effect on the financial
statements attached to this Compliance Certificate]] 





 







[18]
Compliance Certificates to be delivered by Everest Bermuda. 









 66  

  

 357363582 










  




4.                    
A
review of the activities of Everest Bermuda during such fiscal period has been
made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Borrowers performed and observed all its Obligations
under the Facility Documents, and


[select 
one:] 


[to the best knowledge of the
undersigned, no event or condition exists as of the date of this Compliance
Certificate which constitutes a Default.] 


[or] 


[to the best knowledge of the
undersigned, during such fiscal period the following covenants or conditions
have not been performed or observed and the following is a list of each such
Default and its nature and status:] 


5.                    
The
financial covenant analyses and information set forth on schedule 
1
attached hereto are true and accurate on and as of the date of this Compliance
Certificate.


IN WITNESS WHEREOF,
the
undersigned has executed this Compliance Certificate as of []



	
  Signed
  by

   

  for
  and on behalf of Everest Reinsurance (Bermuda), Ltd.

  	
  )

  )

  )

  )

  	
   

  	
   

  






 





 





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For the
Quarter/Year ended []
("Statement Date") 


SCHEDULE 1


to
the Compliance Certificate ($ in 000's)


1.                    
Section
6.4 
– Consolidated Tangible Net Worth of Everest
Bermuda


(a)         Consolidated
Net Worth of Everest Bermuda

and its Subsidiaries:                                                                                                 $______________


(b)         Intangible
Assets of Everest Bermuda

and its Subsidiaries:                                                                                                 $______________


Consolidated
Tangible Net Worth of Everest Bermuda 

 (Item 1(a) minus  Item 1(b)):                                                                                 $______________


Minimum
amount of Consolidated Tangible Net Worth of 

Everest Bermuda required under 

Section 6.4 (provide calculation below):                                                            $______________


_________________________________________________


_________________________________________________


_________________________________________________


 


2.                    
Section 6.3 
– Financial Strength Rating of applicable Borrowers (must be B++ or better)


[List each Borrower and its rating if
not all the same] 





 






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appendix
2  


Form of
Collateral Compliance Certificate


[]
20[]


	
  Barclays
  Bank PLC

  
	
  [ADDRESS] 

  






Re: Everest


Reference is made to that
certain Letter of Credit Facility Agreement, dated as of [],
2021 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined) among Everest Reinsurance
(Bermuda), Ltd. ("Everest Bermuda"), [Name of Borrower
providing certificate if not Everest Bermuda (the "Borrower")]
and certain other Subsidiaries and Barclays Bank Plc ("Issuer"). 
Capitalized terms used herein without definition shall have the respective
meanings assigned to such terms in the Facility Agreement. 


This Collateral Compliance
Certificate is being furnished to the Issuer pursuant to Section 5.1(e)
of the Facility Agreement.  The undersigned officer of [Everest Bermuda][19]/[the
Borrower][20]
hereby certifies to you as follows: (a) the information furnished in the
calculations attached hereto was true and correct as


of []
and (b) as of the date of this Collateral Compliance Certificate, there exists
no Event of Default under any of the Facility Documents.


IN WITNESS WHEREOF,
the undersigned officer has executed this Collateral Compliance Certificate as
of the date first written above.


[BORROWER]


	
  Signed
  by

   

  for
  and on behalf of [[]]: 

  	
  )

  )

  )

  )

  	
   

  	
   

  






 





 







[19] To be
inserted if Everest Bermuda is providing the Compliance Certificate.







[20] To be
inserted if any Designated Borrower is providing the Compliance Certificate.












  




Collateral Compliance
Certificate Worksheet


For


[Name
of Borrower]


[]
20[]





 






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appendix
3  


Form of
Security Agreement


Security
Agreement


THIS SECURITY AGREEMENT (this
"Agreement") dated as of []
is between [DESIGNATED BORROWER] (the "Debtor") and BARCLAYS
BANK PLC (the "Issuer"). 


WITNESSETH


WHEREAS, Everest Reinsurance
(Bermuda), Ltd., certain Subsidiaries of Everest Re Group, Ltd. (including the
Debtor) as Designated Borrowers, and the Issuer entered into that certain
Letter of Credit Facility Agreement, dated as of [],
2021, as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Facility Agreement"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), pursuant to which the Issuer agreed to issue Letters of Credit for
the account of the Debtor; and


WHEREAS, as a condition
precedent to the issuance of Letters of Credit for the account of the Debtor,
the Debtor is required to execute and deliver this Agreement; and


WHEREAS, the Liabilities of the
Debtor with respect to the Letters of Credit issued for its account under the
Facility Agreement are to be secured pursuant to this Agreement;


NOW, THEREFORE, for and in
consideration of the issuance of Letters of Credit by the Issuer for the
account of the Debtor, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


1.                    
Definitions 


When used herein, (a) the terms Certificated
Security, Chattel Paper, Commodities Contract, Control, Deposit Account,
Financial Assets, General Intangibles, Instrument, Investment Property,
Proceeds, Securities Account, Security, Security Certificate, Security
Entitlement and Uncertificated Security shall have the respective meanings
assigned to such terms in Article 8
Article 9, as applicable, of the Uniform Commercial Code (as defined below) and
(b) the following terms have the following meanings (such definitions to be
applicable to both the singular and plural forms of such terms):


Agreement - see the Preamble.


Collateral – see Section
2. 


Collateral Account means account number []
established and maintained by the Financial Institution in the name of the
Debtor as a Securities Account for purposes of the Uniform Commercial Code.


Debtor - see the Preamble.


Event of Default means an Event of Default
under the Facility Agreement.


Facility Agreement - see the Recitals.


Financial Institution means [The Bank of New
York Mellon].


Issuer - see
the Preamble.





 








  




Liabilities
means, as to the Debtor, all obligations (monetary or otherwise) of the Debtor
under or in connection with the Letters of Credit issued for the account of the
Debtor (including any L/C Fees and Unpaid Reimbursement Obligations and
interest thereon) under the Facility Agreement, this Agreement, any Control
Agreement or any other Facility Document or any other document or instrument
executed by the Debtor in connection with such Letters of Credit, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due including,
without limitation, any post-petition interest accruing during any bankruptcy
reorganization of the Debtor or other similar proceeding.


Uniform Commercial Code means the Uniform
Commercial Code as in effect in the State of New York on the date of this
Agreement; provided, however, as used in Section 7,
"Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the applicable jurisdiction.


2.                    
Grant of Security Interest


As security for the payment of all
Liabilities, the Debtor hereby grants to the Issuer, a continuing security
interest in all of the Debtor's right, title and interest in the following,
whether now or hereafter existing or acquired (collectively, the "Collateral"): 


(a)              
the
Collateral Accounts, 


(b)             
all
Financial Assets at any time credited to or carried in the Collateral Accounts
(including without limitation (i) Securities (whether constituting Certificated
Securities or Uncertificated Securities), (ii) Security Entitlements, (iii)
Investment Property, (iv) General Intangibles, (v) Instruments and (vi) Chattel
Paper), and 


(c)              
all
products and Proceeds (including without limitation all dividends,
distributions and payments received thereon or in exchange or substitution
thereof) with respect to any of the foregoing; and together with all books,
records, writings, databases, information and other property evidencing,
embodying or incorporating any of the foregoing.


3.                    
Warranties 


The Debtor warrants that:


(a)              
no
financing statement or other filing or registration evidencing a Lien (other
than any which may have been filed on behalf of the Issuer) covering any of the
Collateral is on file in any public office;


(b)             
the
Debtor is and will be the lawful owner of all Collateral, free of all liens and
claims whatsoever, other than (i) the security interest created hereunder and
(ii) any banker's Lien, right of set-off and similar Liens in favor of the
Financial Institution permitted by the Control Agreement with the Financial Institution
(collectively, "Permitted Liens"), with full power and
authority to execute this Agreement and perform the Debtor's obligations
hereunder, and to subject the Collateral to the security interest hereunder;


(c)              
the
Debtor's true legal name as registered in the jurisdiction in which such Debtor
is organized or incorporated, jurisdiction of incorporation or organization,
chief executive office, and principal place of business and the office where
the Debtor keeps its records concerning the Collateral are set forth on schedule 
1
hereto;





 





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(d)             
the
Debtor has not been known by any legal name different from the one set forth on
the signature page of this Agreement; and


(e)              
the
Collateral Account is maintained in the United States and governed by the laws
of the State of New York or another state in the United States.


4.                    
Agreements of the Debtor


The Debtor (a) will, upon request of the
Issuer, execute (as applicable) and deliver such financing statements and other
documents (and pay the cost of filing or recording the same in all public
offices reasonably deemed appropriate by the Issuer) and do such other acts and
things, as the Issuer may reasonably request in connection with the perfection
and enforcement of the security interest granted hereunder; (b) will cause the
Issuer's security interest in Collateral consisting of Investment Property to
be and remain continuously perfected by Control (free of all other liens, claims
and rights of third parties whatsoever, other than Permitted Liens) to secure
the payment of the Liabilities; (c) will keep its records concerning the
Collateral in such a manner as will enable the Issuer or its designees to
determine at any time the status of the Collateral; (d) will furnish the Issuer
such information concerning the Debtor, the Collateral and the Financial
Institution as the Issuer may from time to time reasonably request; (e) will,
upon reasonable request of the Issuer, stamp on its records concerning the
Collateral, and add on all Chattel Paper constituting a portion of the
Collateral, a notation, in form reasonably satisfactory to the Issuer, of the
security interest of the Issuer hereunder; (f) will pay to the Financial
Institution any charges or costs imposed by the Financial Institution pursuant
to agreements with the Financial Institution; (g) agrees to indemnify, defend,
and hold harmless the Issuer, its successors and assigns and its directors,
officers, employees and agents, from and against any and all losses,
liabilities, damages, obligations, deficiencies, payments, costs and expenses
sustained or incurred by the Issuer in any way arising from or related to the
Issuer's actions with respect to the Financial Institution other than any such
losses, liabilities, damages, obligations, deficiencies, payment costs or
expenses which are determined by a court of competent jurisdiction by a final
and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of the Issuer, its successors and assigns, or its directors,
officers, employees or agents and (h) will reimburse the Issuer for all
reasonable expenses, including reasonable attorneys' fees and legal expenses,
incurred by the Issuer in seeking to collect or enforce any rights in respect
of the Collateral.


Any reasonable expenses incurred by the
Issuer in protecting, preserving and maintaining any Collateral shall be borne
by the Debtor.  Whenever an Event of Default shall be existing and continuing,
the Debtor shall at the request of the Issuer do any and all lawful acts and
execute any and all proper documents reasonably required by the Issuer in aid
of such enforcement and the Debtor shall promptly, upon demand, reimburse and
indemnify the Issuer for all reasonable costs and expenses incurred by the
Issuer in the exercise of its rights under this Section 4. 


5.                    
Investments 


(a)              
The
Debtor hereby agrees that it shall only give instructions or entitlement orders
to the Financial Institution consistent with Sections
5.10 
and 5.11  of the Facility Agreement.


(b)             
The
Debtor shall cause the Financial Institution to execute and deliver to the
Issuer on or prior to the date hereof (or on or prior to such later date as
agreed to in writing by the Issuer) a Control Agreement with respect to the
Collateral Accounts.


(c)              
As
long as no Event of Default exists, and is continuing, the Debtor shall be the
sole party entitled to exercise for any purpose any and all (i) voting rights
and (ii) powers, in either case arising from or relating to the Debtor's
interest in respect of any Investment 





 





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Property
(including the power to direct the Financial Institution with respect to the
investment of funds or sale of Investment Property); provided, however, the
Debtor shall not exercise such rights or powers in a manner, or consent to any
action that would in any manner impair the enforceability of the Issuer's Lien
on any of the Collateral.  At any time an Event of Default exists, and is
continuing, all rights of the Debtor provided in this Section 5(c)
shall cease, and all voting rights and powers described herein shall thereupon
be vested in the Issuer which shall have the sole and exclusive right and
authority to exercise such voting rights and powers.  The Issuer hereby agrees
that it shall not issue to the Financial Institution a [Notice of Exclusive
Control] (as defined in the Control Agreement) unless an Event of Default shall
have occurred and be continuing at the time such [Notice of Exclusive Control]
is issued.


6.                    
Event of Default


Whenever an Event of Default shall exist and
be continuing, the Issuer may exercise from time to time any rights and
remedies available to it under applicable Law and in addition may sell or
otherwise dispose of the Collateral or any part thereof.  In connection
therewith and subject to the requirements of the Uniform Commercial Code, the
Collateral may be sold in one or more sales, at public or private sale,
conducted by an officer or agent of, or auctioneer or attorney for, the Issuer,
at the Issuer's place of business or elsewhere, for cash, upon credit or for
other property, for immediate or future delivery, on such terms as the Issuer
shall deem appropriate and at such price or prices as the Issuer shall deem
best.  The Issuer may be the purchaser of any or all of the Collateral so sold
at a public sale.  The Issuer may, in its sole discretion, at any such sale,
restrict the prospective bidders or purchasers who will provide assurances
satisfactory to the Issuer that the Collateral may be offered and sold to them
without registration under the Securities Act of 1933, as amended, and without
registration or qualification under any other applicable state or federal law. 
Any notification of intended disposition of any of the Collateral required by
applicable Law shall be deemed reasonably and properly given if given at least
five days before such disposition.  Any proceeds of any disposition by the
Issuer of any of the Collateral may be applied to payment of expenses in
connection with the Collateral, including reasonable attorneys' fees and legal
expenses, and any balance of such proceeds may be applied by the Issuer toward
the payment of such of the Liabilities, and in such order of application, as
the Issuer may from time to time elect.


7.                    
Issuer Rights and Powers


(a)              
Upon
the occurrence and during the continuance of an Event of Default, the Debtor
hereby irrevocably appoints the Issuer as the Debtor's attorney-in-fact (which
appointment as attorney-in-fact is coupled with an interest), with full
authority in the place and stead of the Debtor and in the name of the Debtor,
effective from time to time in the Issuer's discretion to take any action and
to execute any instrument which the Issuer may reasonably deem necessary or
advisable to accomplish the purposes of this Agreement, including to ask,
demand, collect, sue for, recover and receive moneys due and to become due
under or in connection with the Collateral, to receive, indorse and collect any
drafts or other Instruments, Documents and Chattel Paper in connection
therewith and to file any claims or take any action or institute any proceedings
which the Issuer may reasonably deem necessary or desirable for the collection
thereof or to enforce compliance with the terms and conditions of this
Agreement.  Notwithstanding the foregoing, the Issuer shall not be obligated to
exercise any right or duty as attorney-in-fact or have any duty to the Debtor
in connection therewith.


(b)             
The
powers conferred on the Issuer hereunder shall not impose any duty upon it to
exercise any such powers.  Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Issuer shall have 





 





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no
duty as to any Collateral or as to the taking of any necessary steps to
preserve any rights pertaining to any Collateral.


(c)              
The
Debtor hereby authorizes the Issuer to file at any time appropriate Uniform
Commercial Code financing statements or other necessary filings in such
jurisdictions and offices as the Issuer deems reasonably necessary in
connection with the perfection of a security interest in the Collateral granted
hereunder.  [The Debtor acknowledges that a copy of this Agreement will be
filed with [].]


8.                    
Rights and Remedies


Upon the occurrence and during the
continuance of an Event of Default and the enforcement by the Issuer of its
rights and remedies hereunder, all payments received by the Debtor in respect
of the Collateral shall be received in trust for the benefit of the Issuer,
shall be segregated from other funds of the Debtor, and shall be forthwith paid
over to the Issuer in the same form as so received (with any necessary
indorsement) for application to the Liabilities as provided in this Agreement.


9.                    
General 


The Issuer's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the Uniform Commercial Code or otherwise,
shall be to deal with it in the same manner as the Issuer deals with similar
property for its own account.  The Issuer shall be deemed to have exercised
reasonable care in the custody and preservation of any of the Collateral in its
possession if it takes such action for that purpose as the Debtor requests in
writing, but failure of the Issuer to comply with any such request shall not of
itself be deemed a failure to exercise reasonable care, and no failure of the
Issuer to preserve or protect any rights with respect to such Collateral
against prior parties, or to do any act with respect to the preservation of
such Collateral not so requested by the Debtor, shall be deemed of itself a
failure to exercise reasonable care in the custody or preservation of such
Collateral.


All notices and other communications
provided for hereunder (a) shall be in writing and shall be sent by the means
provided for in, and shall be deemed delivered in accordance with,
Section 9.1 
of the Facility Agreement and (b) shall be sent (i) in the case of the Issuer,
to its address provided for in schedule 3 of the Facility Agreement and
(ii) in the case of the Debtor, to its address provided for in schedule 3
of the Facility Agreement.


The Debtor agrees to pay all reasonable
expenses (including reasonable attorneys' fees and legal expenses) paid or
incurred by the Issuer in endeavoring to collect the Liabilities, or any part
thereof, and in enforcing this Agreement, and such obligations will themselves
be Liabilities.


No delay on the part of the Issuer in the
exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by the Issuer of any right or remedy shall preclude
other or further exercise thereof or the exercise of any other right or remedy.


This Agreement
shall remain in full force and effect until all Liabilities have been paid in
full, the Commitment has terminated and all Letters of Credit issued for the
account of the Debtor have terminated or been returned undrawn whereupon the
remaining Collateral shall be returned to the Debtor; provided that this
Agreement may be terminated at the request of the Debtor prior to the
termination of the Commitments if all Liabilities have been paid in full and
there are no outstanding Letters of Credit issued for the account of the
Debtor.  If at any time all or any part of any payment theretofore applied by
the Issuer to any of the Liabilities is or must be rescinded or returned by the
Issuer for any reason whatsoever (including, without 





 





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limitation, the
insolvency, bankruptcy or reorganization of the Debtor), such Liabilities
shall, for the purposes of this Agreement, to the extent that such payment is
or must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Issuer, and this Agreement shall
continue to be effective or be reinstated, as the case may be, as to such
Liabilities, all as though such application by the Issuer had not been made.


This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.  Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


The rights and privileges of the Issuer
hereunder shall inure to the benefit of its successors and assigns.


This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.  Delivery of
an executed counterpart of a signature page of this Agreement by facsimile or
in electronic (i.e., "pdf" or "tif") format shall be
effective as delivery of a manually executed counterpart of this Agreement.


ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
FACILITY DOCUMENT, SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE
OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ISSUER'S OPTION, IN THE
COURTS OF ANY JURISDICTION


WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND.  EACH OF THE DEBTOR AND THE ISSUER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH
ABOVE.  EACH OF THE DEBTOR AND THE ISSUER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.1 
OF THE FACILITY AGREEMENT.  NOTHING IN ANY FACILITY DOCUMENT WILL AFFECT THE
RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.  EACH OF THE DEBTOR AND THE ISSUER HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


EACH OF THE
DEBTOR AND THE ISSUER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER
FACILITY DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE 





 





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FOREGOING, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.


IN WITNESS WHEREOF, this
Agreement has been duly executed as of the day and year first above written.


	
  Signed
  by

   

  for and on behalf of
  [DESIGNATED BORROWER]: 

  	
  )

  )

  )

  )

  	
   

  	
   

  






 


 


	
  Signed
  by

   

  for
  and on behalf of BARCLAYS BANK PLC: 

  	
  )

  )

  )

  )

  	
   

  	
   

  






 





 






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SCHEDULE
1


Organizational
Information


Legal Name:


Jurisdiction of Incorporation:


Chief Executive Office:


Principal Place of Business:


Location of Records re:
Collateral:





 






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appendix
4  


Form of
Designated Borrower

Request and Assumption Agreement


Date:[]


To:               Barclays
Bank PLC 

                    [Address]

                    Attn:  []


From:         [Everest
Reinsurance (Bermuda), Ltd.]


Ladies and Gentlemen:


This Designated Borrower Request
and Assumption Agreement is made and delivered pursuant to Section 2.14 of
that certain Letter of Credit Facility Agreement dated as of [],
2021 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined
therein being used herein as therein defined) among Everest Reinsurance
(Bermuda), Ltd. ("Everest Bermuda") and certain Subsidiaries
of Everest Re Group, Ltd. party thereto pursuant to Section
2.14 
of the Agreement (each a "Designated Borrower" and, together
with Everest Bermuda, the "Borrowers" and, each a "Borrower")
and Barclays Bank PLC ("Issuer"). 


Each of []
(the "Designated Borrower") and Everest Bermuda hereby
confirms, represents and warrants to the Issuer that the Designated Borrower is
an Insurance Subsidiary of Everest Group.


The documents required to be
delivered to the Issuer under Section 2.14 
and Section 4.2(f)
of the Agreement will be furnished to the Issuer in accordance with the
requirements of the Agreement.


Complete if the Designated
Borrower is a US Person: The true and correct U.S.
taxpayer identification number of the Designated Borrower is [].


Complete if the Designated
Borrower is a Non-US Person: The true and
correct unique identification number that has been issued to the Designated
Borrower by its jurisdiction of organization and the name of such jurisdiction
are set forth below:




	
  Identification Number

  	
  Jurisdiction of Organization

  
	
   

  	
   

  
	
   

  	
   

  








The parties
hereto hereby confirm that with effect from the date this Agreement is accepted
by the Issuer (the "Effective Date"), the Designated Borrower
shall have obligations, duties and liabilities toward each of the other parties
to the Agreement identical to those which the Designated Borrower would have
had if the Designated Borrower had been an original party to the Agreement as a
Borrower.  Also as of the date of the Effective Date, the Designated Borrower
confirms its acceptance of, and consents to, all representations and
warranties, covenants, and other terms and provisions of the Agreement.


The parties hereto
hereby request that the Designated Borrower be entitled to have Letters of
Credit issued for its account and understand, acknowledge and agree that the
Designated Borrower shall not have any right to request any Letters of Credit
its account unless and until the date five Business Days after the Effective
Date.





 





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Accordingly,
Everest Bermuda and the Designated Borrower hereby represent and warrant and
agree that as of the "Effective Date":


1.                    
Each
of the representations and warranties contained in the Agreement and in the
other Facility Documents (to the extent the same relate to a Subsidiary of
Everest Bermuda) is true and correct as to the Designated Borrower on and as of
the Effective Date (or, if any such representation or warranty is expressly stated
to have been made as of a specific date, as of such specific date);


2.                    
The
Designated Borrower's addresses for notices, other communications and service
of process provided for in the Agreement shall be given in the manner, and with
the effect, specified in Section
9.1 
of the Agreement to it at its "Address for Notices" specified on the
signature pages below or (if no such address is so specified) to it c/o the
address for Everest Bermuda; and


3.                    
As
of the Effective Date, the payment of the Reimbursement Obligations and
interest thereon and all other amounts under the Agreement will not be subject,
by withholding or deduction, to any Taxes imposed by the [Designated Borrower's
jurisdiction(s)] for the Designated Borrower.


In addition to the foregoing, Everest
Bermuda hereby represents and warrants and agrees that as of the Effective
Date:


(a)              
Each
of the representations and warranties contained in the Agreement and in the
other Facility Documents is true and correct in all material respects on and as
of the Effective Date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date);
and


(b)             
No
Default has occurred and is continuing.


This Designated Borrower Request and
Assumption Agreement shall constitute a Facility Document under the Agreement.


This Designated Borrower Request and
Assumption Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same agreement.


THIS DESIGNATED BORROWER REQUEST AND
ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


 


[Remainder
of page intentionally left blank.]





 





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IN WITNESS
WHEREOF, the parties hereto have caused this Designated Borrower Request and
Assumption Agreement to be duly executed and delivered by their proper and duly
authorized signatories as of the day and year first above written.


	
  Signed
  by

   

  for
  and on behalf of [DESIGNATED
  BORROWER]: 

  	
  )

  )

  )

  )

  	
   

  	
   

  






 


 


	
  Signed
  by

   

  for and on behalf of EVEREST
  REINSURANCE (BERMUDA), LTD.

  	
  )

  )

  )

  )

  	
   

  	
   

  






 


 


Accepted this ___
day of _____, 20__ 


BARCLAY BANK PLC, as Issuer


 


By: 
________________________

Name:

Title:












 8160  

  

 357363582   










  




IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized signatories as of the day and
year first above written.


 


Borrower


	
  Signed by

   

  for and on behalf of EVEREST
  REINSURANCE (BERMUDA), LTD.: 

  	
  )

  )

  )

  )

  	
   

  	
   

  






 


 





 





 8260  

  

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The Issuer


	
  Signed
  by

   

  for
  and on behalf of BARCLAYS BANK PLC: 

  	
  )

  )

  )

  )

  	
   

  	
   

  






 


 










 














































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