November 9, 2018
November 9, 2018
Everest International Reinsurance, Ltd.
Xxxx Xxxxx, 0xx Xxxxx
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00
X.X. Xxx XX 000
Telecopy Number: (000) 000-0000
Attention: Xxxx de Saram
Ladies and Gentlemen:
This Letter Agreement (the “Amendment Agreement”) is made as of November 9, 2018 between Lloyds Bank plc (the “Bank” or “us”)
and Everest International Reinsurance, Ltd., a company organized under the laws of Bermuda (the “Company”, “you” or “your”) in connection to that certain: (i) letter agreement dated as of November 9, 2015 between the Bank and the Company (as the same may have been amended or
restated the “Facility Letter Agreement”), (ii) Master Agreement for Standby Letters of Credit and Demand Guarantees dated as of November 9,
2015 between the Bank and the Company (as the same may have been amended or restated the “Master Agreement”), (iii) the Pledge and Security
Agreement dated as of November 9, 2015 (as the same may have been amended or restated the “Pledge and Security Agreement”) and (iv) Account
Control Agreement, dated as of November 9, 2015 made among the Company, the Bank and The Bank of New York Mellon (as the same may have been amended or restated the “Account Control Agreement” together with, the Facility Letter Agreement, the Master Agreement and the Pledge and Security Agreement, the “Existing Documents”). Unless otherwise specified herein, all terms defined in this Amendment Agreement shall have the meanings as provided for in the relevant Related Documents.
You have advised us of your intention to amend and extend the termination date of your £145,000,000 (as such amount may be
reduced as hereinafter provided) bilateral FAL facility in support of your obligation to provide Funds at Lloyd’s to support your and any Other Party’s business assumed as a member of certain syndicates at Lloyd’s for the 2019 Year of Account.
In consideration of the mutual covenants and agreements herein contained the parties hereto agree and covenant to amend the Existing
Documents as follows:
Amendment:
Facility Letter
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1.
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Any and all references to “Related Documents”, in any Related Documents, shall be read to include this Amendment Agreement.
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2.
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The reference to “£145,000,000” in the first paragraph of the Facility Letter is deleted and replaced with “£30,000,000”.
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3.
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The reference to “December 31, 2017” in the second paragraph of the Facility Letter is deleted and replaced by “December 31, 2018.”
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Lloyds Bank plc. Registered Office: 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. Registered in England and Wales No. 2065.
Telephone: 000 0000 0000.Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority under number 119278.
Lloyds Bank plc is covered by the Financial Services Compensation Scheme and the Financial Ombudsman Service.
(Please note that due to the schemes' eligibility criteria not all Lloyds Bank business customers will be covered by these schemes.)
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4.
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The reference to “December 31, 2020” in the sixth paragraph (Conditions Precedent) of the Facility Letter is deleted and replaced by “December 31, 2021”
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5.
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The reference to “December 31, 2017” in the seventh paragraph of the Facility Letter is deleted and replaced by “December 31, 2018.” and
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6.
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The reference to “31 December 2018” in the eighth paragraph of the Facility Letter is deleted and replaced by “31 December 2019.”
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7.
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The reference to “2019” in the seventh paragraph of the Facility Letter is deleted and replaced by “2020.”
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8.
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The reference to “December 31, 2020” in footnote 3 in Exhibit B (Form of Application for Irrevocable Standby Letter of Credit) to the Facility
Letter is deleted and replaced by “December 31, 2022.”
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9.
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The reference to “[2016]” in Clause 4 of Exhibit B (Form of Application for Irrevocable Standby Letter of Credit) to the Facility Letter is
deleted and replace by “[2019 ]”.
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10.
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The reference to “Section (n)” in the opening paragraph of Exhibit B (Form of Compliance Certificate) to Exhibit C to the Facility
Letter is deleted and replaced by “Section 6(n)”.
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11.
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The references to “December 31, 2016” in clause 2(a) and clause 2(c) (Minimum Consolidated Net Worth) in Section B of Attachment A
(GAAP Covenant Compliance Worksheet) to Exhibit B (Form of Compliance Certificate) to Exhibit C to the Facility Letter are deleted and replaced by “December 31, 2017 in both instances
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Master Agreement
1 The reference to “December 31, 2021” in the definition of Termination Date in the Master Agreement is deleted and replaced by “December 31, 2022.”
2. The references to
“December 31, 2016” in clause (i) and clause (ii) of the definition of Minimum Amount in Clause 2 of Schedule 8(d) (Financial Covenants) in the Master
Agreement are deleted and replaced by “December 31, 2017” in both instances.
3. A new Section 20
is added to the Master Agreement by inserting the following:
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Notwithstanding any other term of this Agreement or Related Documents or any other document, agreement, or instrument relating to the this Agreement or the Related
Documents, the Applicant accepts and acknowledges that any liability of the Bank, as an EEA Financial Institution, may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the
effect of:
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(a) any Bail-In Action in relation to any such liability, including (without limitation):
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into
shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii) a cancellation of any such liability; and
(b) a variation of any term of any Related Document to the extent
necessary to give effect to any Bail-In Action in relation to any such liability.
2
"Bail-In Action" means the exercise of any Write-down and Conversion Powers.
"Bail-In Legislation" means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of
Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms , the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.
“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 clause (a) of this definition, or (c) any financial institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.
"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor
person) from time to time.
"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.
"Write-down and Conversion Powers" means in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from
time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.
Conditions Precedent:
This Amendment Agreement shall become effective and the effective date shall occur upon the satisfaction of the following conditions
(and the documents required to be delivered shall be in form and substance satisfactory to the Bank) (the first date on which all of the following conditions are satisfied or waived by the Bank, the “Effective Date” but which must occur on or
before December 31, 2018):
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1.
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delivery of this Amendment Agreement duly executed by the Company;
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2.
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delivery of copies of the organic documents of the Company certified as true and correct and up to date by the Secretary or Assistant Secretary
of the Company or that the documents previously delivered by the Company pursuant to the Facility Letter have not changed;
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3.
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delivery of a certificate of the Secretary or Assistant Secretary of the Company, attaching and certifying copies of the resolutions of its
board of directors authorizing the execution and delivery of the Amendment Agreement and the performance of the transactions contemplated herein and therein, and certifying the name, title, and true signature of each officer of the
Company authorized to execute the Amendment Agreement and the other Related Documents;
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4.
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delivery of a good standing certificate or comparable certificate relating to the Company’s good standing under the laws of the jurisdiction of
its organization if such is available in such jurisdiction;
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5.
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satisfactory completion by the Bank of all “know your customer” checks;
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6.
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delivery of favorable opinions of counsel to the Company addressed to the Bank and covering matters customary for a transaction of this nature;
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7.
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Evidence satisfactory to the Bank that all necessary or appropriate steps have been taken (including the filing of a UCC-1 financing statement
and the registration of a charge under Bermuda law) have been taken in order to perfect the lien and security interest of the Bank in the collateral pledged to the Bank pursuant to the Pledge and Security Agreement together with
satisfactory UCC and Bermuda lien searches;
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8.
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The Bank shall have received evidence of acceptance by CT Corporation System of its appointment of agent of service of process for the Company
pursuant to Section 19 of the Master Agreement;
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9.
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No Event of Default under the Master Agreement shall have occurred and be continuing; and
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10.
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The representations and warranties set out in the Existing Documents are true and correct in all respects as if made on the Effective Date except to the extent they
refer to an earlier date in which case they shall be true and correct as of such date.
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Entire Agreement; Restatement:
This Amendment Agreement and the Existing Agreements constitute the entire agreement and understanding of the parties with respect to
its subject matter and supersedes all oral communications and prior writings (except as otherwise provided herein) with respect thereto
Save as amended hereby, all terms and conditions of the Existing Documents will continue in full force and effect. References to the
Existing Documents will be to the Existing Documents, as amended by this Amendment Agreement.
Counterparts:
This Agreement may be executed by the parties hereto individually, or in any combination of the parties hereto, in two or more
counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment Agreement by any electronic imaging means
(including portable document format) shall be effective as delivery of a manually executed counterpart of this Amendment Agreement; provided, however, that, the Bank
shall require any request for a Letter of Credit delivered via email to attach such request, signed by authorized signatories, in portable document format.
Governing Law:
This Amendment Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signature page to follow]
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Yours sincerely,
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LLOYDS BANK PLC
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By:___/S/XXXXX XXXXX ___________________
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Name: XXXXX XXXXX
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Title: ASSOCIATE DIRECTOR
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By:________________________________
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Name:
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Title:
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Acknowledged and agreed (in counterpart) this ____
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| day of November, 2018 |
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EVEREST INTERNATIONAL REINSURANCE, LTD.
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By:__/S/ XXXXXX MUKHERJEE______________
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Name: XXXXXX XXXXXXXXX
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Title: CEO
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