THIS FIFTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture) is made as of the 7th day of October, 2020, by and between EVEREST REINSURANCE HOLDINGS, INC., a Delaware corporation, having its principal office at 477 Martinsville Road, P.O. Box 830, Liberty Corner, New Jersey 07938 (the Company), and THE BANK OF NEW YORK MELLON, as successor in interest to JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank), a New York banking corporation, as Trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture, dated as of March 14, 2000 (the Original Indenture), with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as amended and supplemented to the date hereof, including by this Supplemental Indenture, is herein called the Indenture;
WHEREAS, under the Indenture, a new series of Securities may at any time be established in accordance with the provisions of the Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new series of Securities;
WHEREAS, additional Securities of other series hereafter established, except as may be limited in the Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
3.500% Senior Notes due October 15, 2050
SECTION 101. Establishment.
There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Companys 3.500% Senior Notes due October 15, 2050 (the Notes).
There are to be authenticated and delivered $1,000,000,000 principal amount of Notes (which shall initially be in the form of two or more Global Securities), and no further Notes shall be authenticated and delivered except as provided by Section 301(2), 303, 304, 305, 306, 906 or 1107 of the Original Indenture. The Notes shall be issued in fully registered form without coupons.