Pricing Agreement
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Xxxxxxx, Xxxxx & Co.,
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation,
First Union Securities, Inc.,
c/o Goldman, Sachs & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
March 9, 2000
Ladies and Gentlemen:
Everest Reinsurance Holdings, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 9, 2000 (the "Underwriting Agreement"), to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Everest Reinsurance Holdings, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
First Union Securities, Inc.
By: /s/ Xxxxxxx, Sachs & Co.
_______________________________________________
(Xxxxxxx, Xxxxx & Co.)
SCHEDULE I
Principal
Amount of
Designated
Securities
to Be
Underwriters Purchased
------------ ---------
Xxxxxxx, Sachs & Co......................................................... $120,000,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation......................... 40,000,000
First Union Securities, Inc................................................. 40,000,000
------------
Total.................................................... $200,000,000
============
SCHEDULE II
Title of Designated Securities:
8.75% Senior Notes due March 15, 2010.
Aggregate Principal Amount:
$200,000,000
Price to Public:
99.475% of the principal amount of the Designated Securities, plus accrued
interest, if any.
Purchase Price by Underwriters:
98.825% of the principal amount of the Designated Securities, plus accrued
interest, if any.
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
Specified Funds for Payment of Purchase Price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time) on March 14, 2000
Indenture:
Indenture, to be dated as of March 14, 2000 (the "Original Indenture"),
between the Company and The Chase Manhattan Bank, as Trustee, as
supplemented by the First Supplemental Indenture, to be dated as of March
14, 2000 (the "Second Supplemental Indenture" and, together with the
Original Indenture, the "Indenture"), between the Company and the Trustee.
Maturity:
March 15, 2010
Interest Rate:
8.75%
Interest Payment Dates:
March 15 and September 15, commencing September 15, 2000
Redemption Provisions:
The Designated Securities are redeemable, in whole or in part, at the
option of the Company at the redemption prices set forth in the First
Supplemental Indenture plus, in each case, accrued and unpaid interest on
the Designated Securities to the date of redemption.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance Provisions:
The defeasance and covenant defeasance provisions of the Indenture will
apply to the Designated Securities.
Closing Location for Delivery of Designated Securities:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and Addresses of Representatives:
Designated Representatives:
Xxxxxxx, Sachs & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
First Union Securities, Inc.
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
