Exhibit 4.10
AMENDMENT NO. 1 TO THE
TRUST AGREEMENT OF EVEREST RE CAPITAL TRUST
This Amendment No. 1 to the Trust Agreement of Everest Re Capital Trust
(the "Trust"), dated as of July 23, 2002 (this "Amendment"), is entered into
among Everest Reinsurance Holdings, Inc., a Delaware corporation, as depositor
(the "Depositor"), and JPMorgan Chase Bank, a New York banking corporation, as
trustee (the "Property Trustee"), Chase Manhattan Bank USA, National
Association, as trustee (the "Delaware Trustee"), and Xxxxxxx X. Xxxxxxx, as
administrative trustee (the "Administrative Trustee").
WHEREAS, certain of the parties hereto entered into a Trust Agreement of
the Trust, dated as of September 17, 1999, (the "Original Trust Agreement"), and
a Certificate of Trust of the Trust was filed with the Secretary of State of the
State of Delaware on September 17, 1999;
WHEREAS, The Chase Manhattan Bank has changed its name to JPMorgan Chase
Bank;
WHEREAS, Chase Manhattan Bank USA, National Association is successor in
interest to Chase Manhattan Bank Delaware; and
WHEREAS, to reflect the foregoing, the parties hereto desire to amend the
Original Trust Agreement.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
agree as follows:
AMENDMENT
The undersigned hereby confirm that the Property Trustee is JPMorgan Chase
Bank and that the Delaware Trustee is Chase Manhattan Bank USA, National
Association.
MISCELLANEOUS
1. This Amendment shall be binding upon, and shall enure to the benefit of,
the parties hereto and their respective successors and assigns.
2. This Amendment may be executed in counterparts, all of which together
shall constitute one agreement binding on all parties hereto, notwithstanding
that all such parties are not signatories to the original or same counterpart.
3. This Amendment shall be interpreted in accordance with the laws of the
State of Delaware (without regard to conflict of laws principles), all rights
and remedies being governed by such laws.
4. Except as modified by this Amendment, the Original Trust Agreement will
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
EVEREST REINSURANCE HOLDINGS, INC.,
as Depositor
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
JPMORGAN CHASE BANK,
as Property Trustee
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, as Delaware Trustee
By: /s/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
XXXXXXX X. XXXXXXX,
as Administrative Trustee
/s/ Xxxxxxx X. Xxxxxxx
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