Exhibit 10.21
GUARANTOR CONSENT
December 18, 2000
First Union National Bank, as Administrative Agent
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx XxXxxxxxxxx
Re: First Amendment, dated as of December 18, 2000 (the "FIRST AMENDMENT"),
among Everest Reinsurance Holdings, Inc., as Borrower, First Union
National Bank, as Administrative Agent, and the Lenders party thereto,
which amends the Credit Agreement, dated as of December 21, 1999 (the
"CREDIT AGREEMENT"), among the Borrower, and the Lenders party thereto.
Ladies and Gentlemen:
The undersigned, as a Guarantor, has executed the Parent Guaranty as of
February 24, 2000, for the benefit of the Administrative Agent and the Lenders,
and for the benefit of the Borrower, guaranteeing the Guaranteed Obligations (as
defined in the Guaranty) and undertaking the Total Obligations (as defined in
the Guaranty). Capitalized terms not defined herein shall have the meanings
given to such terms in the Credit Agreement.
The Guarantor hereby acknowledges that it has requested that the
Administrative Agent and the Lenders agree to amend the Credit Agreement so as
to temporarily increase the Commitments in the aggregate principal amount up to
$235,000,000, and make other changes to the Credit Agreement, all as set forth
in the First Amendment. The agreement of the Guarantor made herein is to induce
the Administrative Agent and the Lenders to enter into the First Amendment, and
the Guarantor acknowledges that the Lender would not enter into the First
Amendment in the absence of the agreement of the Guarantor contained herein.
The Guarantor hereby agrees as follows:
(i) the Guarantor approves of and consents to the terms and conditions of the
First Amendment, as an amendment to the Credit Agreement;
(ii) the Guarantor agrees that its obligations under the Guaranty and the
other Credit Documents, as the case may be, shall (A) remain in full
force and effect, (B) not be diminished as a result of the execution
of the First Amendment, and (C) include any and all additional Guaranteed
Obligations (as defined in the Guaranty) incurred under, or as a result
of, this First Amendment;
(iii) the Guarantor waives any defense to its guaranty liability occasioned by
the First Amendment (including without limitation the increase of the
Commitments as contemplated thereby); and
(iv) the Guarantor confirms that its obligations under the Guaranty, and the
other Credit Documents, as the case may be, include, without limitation,
a guarantee of the payment of the Guaranteed Obligations (as defined in
the Guaranty and as increased as a result of the First Amendment) and
responsibility for the Total Obligations (as defined in the Guaranty
and as increased as a result of the First Amendment).
This Agreement shall be governed by and construed in accordance with
the internal laws and judicial decisions of the State of New York. The
agreements contained herein shall be effective as of the effective date of the
First Amendment.
Very truly yours,
EVEREST RE GROUP, LTD.
By: /S/ XXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
