AMENDED AND RESTATED TRUST AGREEMENT among EVEREST REINSURANCE HOLDINGS, INC., as Depositor JPMORGAN CHASE BANK, as Property Trustee CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREINTrust Agreement • March 30th, 2004 • Everest Reinsurance Holdings Inc • Accident & health insurance • New York
AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 29, 2004, among (i) Everest Reinsurance Holdings, Inc., a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) JPMorgan Chase Bank, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Chase Manhattan Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Stephen L. Limauro, an individual, Keith Shoemaker, an individual and Frank N. Lopapa, an individual, each of whose address is c/o Everest Reinsurance Holdings, Inc., 477 Martinsville Road, P.O. Box 830, Liberty Corner, New Jersey 07938 (each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Issuer Trustees”) and (v) the several Holders
GUARANTEE AGREEMENT between EVEREST REINSURANCE HOLDINGS, INC., as Guarantor, and JPMORGAN CHASE BANK, as Guarantee TrusteeGuarantee Agreement • March 30th, 2004 • Everest Reinsurance Holdings Inc • Accident & health insurance • New York
Guarantee Agreement, dated as of March 29, 2004, executed and delivered by Everest Reinsurance Holdings, Inc., a Delaware corporation (the “Guarantor”), having its principal office at 477 Martinsville Road, Liberty Corner, New Jersey 07938, and JPMorgan Chase Bank, a banking corporation organized under the laws of the State of New York, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined hereinafter) from time to time of the Preferred Securities (as defined hereinafter) of Everest Re Capital Trust II, a Delaware statutory trust (the “Issuer”).
Everest Re Capital Trust II Preferred Securities (liquidation amount $25 per preferred security) guaranteed to the extent set forth in the Guarantee by Everest Reinsurance Holdings, Inc.Underwriting Agreement • March 30th, 2004 • Everest Reinsurance Holdings Inc • Accident & health insurance
SECOND SUPPLEMENTAL INDENTURE DATED AS OF MARCH 29, 2004 AMONG EVEREST REINSURANCE HOLDINGS, INC., AS ISSUER, EVEREST RE GROUP, LTD. (solely for the purposes of Section 4.2(b) and Article X), AND JPMORGAN CHASE BANK, AS TRUSTEESupplemental Indenture • March 30th, 2004 • Everest Reinsurance Holdings Inc • Accident & health insurance • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of March 29, 2004 (this “Second Supplemental Indenture”), among Everest Reinsurance Holdings, Inc., a Delaware corporation (the “Corporation”), JPMorgan Chase Bank, as trustee (the “Trustee”), and, solely for the purposes of Section 4.2(b) and Article X hereof, Everest Re Group, Ltd., a Bermuda company (“Everest Group”).
PRICING AGREEMENTPricing Agreement • March 30th, 2004 • Everest Reinsurance Holdings Inc • Accident & health insurance
Junior Subordinated Indenture dated as of November 14, 2002, between the Guarantor and JPMorgan Chase Bank, as Indenture Trustee, as supplemented by a Second Supplemental Indenture thereto dated March 29, 2004, among the Guarantor, the Indenture Trustee and Everest Re Group, Ltd.
EXPENSE AGREEMENT AGREEMENT AS TO EXPENSES AND LIABILITIESAgreement • March 30th, 2004 • Everest Reinsurance Holdings Inc • Accident & health insurance • New York
AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of March 29, 2004, between Everest Reinsurance Holdings, Inc., a Delaware corporation (the “Corporation”), and Everest Re Capital Trust II, a Delaware statutory trust (the “Issuer Trust”).
