EVEREST RE GROUP LTD
EX 10.31 SECOND AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex1031.txt
<DESCRIPTION>EX 10.31 SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
Exhibit 10.31                                                     Execution Copy




================================================================================




                               SECOND AMENDMENT TO
                      CREDIT AGREEMENT, CONSENT AND WAIVER


                                      among

                       EVEREST REINSURANCE HOLDINGS, INC.,


                            THE LENDERS NAMED HEREIN,


                                       and


                       WACHOVIA BANK, NATIONAL ASSOCIATION
                 (formerly known as First Union National Bank),
                            as Administrative Agent,

                                 Lead Arranger:
                            WACHOVIA SECURITIES, INC.
                (formerly known as First Union Securities, Inc.)


                          Dated as of November 21, 2002



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<PAGE>

Exhibits
--------

Exhibit A                  Form of Second Guarantor Consent



                                        i

<PAGE>

                               SECOND AMENDMENT TO
                      CREDIT AGREEMENT, CONSENT AND WAIVER


THIS SECOND  AMENDMENT  TO CREDIT  AGREEMENT,  CONSENT  AND WAIVER,  dated as of
November 21, 2002 (this  "SECOND  AMENDMENT"),  is made in respect of the Credit
Agreement,  dated as of  December  21,  1999 (as  amended  by a First  Amendment
thereto dated December 18, 2000 and as amended,  modified or  supplemented  from
time to time, the "CREDIT AGREEMENT"), among EVEREST REINSURANCE HOLDINGS, INC.,
a Delaware  corporation (the "BORROWER"),  the financial  institutions listed on
the  signature  pages  thereof or that  become  parties  thereto  after the date
thereof (collectively,  the "LENDERS"),  and WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank)  ("Wachovia"),  as  administrative
agent  for  the  Lenders  (in  such  capacity,   the  "ADMINISTRATIVE   AGENT").
Capitalized  terms used but not defined  herein shall have the meanings given to
such terms in the Credit Agreement, as amended by this Second Amendment.  Unless
otherwise  specified,  section  references herein refer to sections set forth in
the Credit Agreement, as amended by this Second Amendment.

                              BACKGROUND STATEMENT

     A.  Borrower  has  requested  that the Lenders  agree to extend the current
Maturity  Date of the Credit  Agreement of December 21, 2002 pursuant to Section
2.18 of the Credit Agreement. Section 2.18 of the Credit Agreement provides that
Borrower may, by written notice to the Administrative  Agent,  request up to two
(2) one-year extensions of the Maturity Date, PROVIDED that each such request is
to be given not less than 90 nor more than 120 days prior to the Maturity  Date.
Borrower has requested that the Lenders waive the 90-day notice period set forth
in Section  2.18.  The Lenders have agreed to extend the Maturity Date and waive
the 90-day notice period upon the terms and subject to the  conditions set forth
herein.

     B.  Borrower  has further  requested  that the  Lenders  agree to amend the
pricing matrix set forth in the "Applicable Margin Percentage" definition of the
Credit  Agreement.  The Lenders  have agreed to effect such  amendment  upon the
terms and subject to the conditions set forth herein.

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for themselves
and their successors and assigns, agree as follows:

                                   ARTICLE I

                         AMENDMENTs TO CREDIT AGREEMENT

     1.1  AMENDMENTS  TO SECTION  1.1.  Section 1.1 of the Credit  Agreement  is
hereby amended as follows:

<PAGE>

     (a)  Section  1.1 is hereby  amended  by adding the  following  definitions
thereto in appropriate alphabetical order:

          "SECOND   AMENDMENT"   shall  mean  the  Second  Amendment  to  Credit
     Agreement,  Consent and Waiver,  dated as of November 21,  2002,  among the
     Borrower, the Lenders, and the Administrative Agent.

          "SECOND AMENDMENT EFFECTIVE DATE" shall have the meaning given to such
     term in the Second Amendment.

          "SECOND  AMENDMENT  FEE LETTER" shall mean the letter from Wachovia to
     the Borrower,  dated November 5, 2002,  relating to certain fees payable by
     the Borrower in respect of the Second Amendment.

          "SECOND GUARANTOR CONSENT" shall mean the Second Guarantor Consent, in
     the form of Exhibit A to the Second  Amendment,  executed and  delivered by
     Everest Re Group, Ltd. on or prior to the Second Amendment Effective Date.

     (b) The  definition of  "Agreement" is amended by deleting and replacing it
in its entirety with the following:

          "AGREEMENT"  shall  mean  this  Credit  Agreement,  as amended  by the
     First  Amendment  and  by  the  Second  Amendment,  and as further amended,
     modified or supplemented from time to time.

     (c)  The  matrix  set  forth  in  the  definition  of  "Applicable   Margin
Percentage"  is amended by deleting and  replacing  it in its entirety  with the
following:

<TABLE>
<CAPTION>
              Standard & Poor's /                             Applicable Margin
                    Moody's                                     Percentage for           Utilization Fee
Level               Rating             Commitment Fee             LIBOR Loans              Usage > 50%
-----         -------------------      --------------         -----------------          ---------------
<S>           <C>                      <C>                    <C>                        <C>
I                  A+/A1 or above               0.070%                    0.350%                   0.100%
II                           A/A2               0.080%                    0.450%                   0.100%
III                         A-/A3               0.100%                    0.525%                   0.125%
IV                      BBB+/Baa1               0.135%                    0.675%                   0.175%
V                        BBB/Baa2               0.175%                    0.850%                   0.250%
VI             Less than BBB/Baa2               0.250%                    1.250%                   0.250%
</TABLE>


     (d) The  definition  of  "Parent  Guaranty"  in  Section  1.1 is amended by
deleting and replacing it in its entirety with the following:

                                       2
<PAGE>

          "PARENT GUARANTY" shall mean  the  Guaranty  Agreement,  dated  as  of
     February 24, 2000, made by the Guarantor in  favor  of  the  Administrative
     gent and the  Lenders,  as amended  by the  Guarantor  Consent  and  Second
     Guarantor  Consent,  and  as further amended, modified or supplemented from
     time to time.

                                   ARTICLE II

                               CONSENT AND WAIVER

     2.1 CONSENT TO EXTENSION OF MATURITY DATE.  Pursuant to Section 2.18 of the
Credit  Agreement,  the Borrower  hereby  requests  that the Lenders  extend the
Maturity Date of the Credit Agreement to December 19, 2003. The Lenders, subject
to the terms and conditions of this Second Amendment, hereby agree to extend the
Maturity Date to December 19, 2003.

     2.2  WAIVER.  In  consideration  of the  premises  and for  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the Lenders  hereby agree that the 90-day notice period set forth
in Section 2.18 of the Credit Agreement solely with respect of the extension set
forth in SECTION 2.1 of this Second  Amendment  shall be, and hereby is, waived.
The waiver of the Lenders set forth  herein is limited as  specified,  and shall
not constitute or be deemed to constitute an amendment,  modification  or waiver
of any provision of the Credit  Agreement or a waiver of any Default or Event of
Default except as expressly set forth herein.

                                   ARTICLE III

                                  EFFECTIVENESS

This Second Amendment shall become effective on the date (the "SECOND  AMENDMENT
EFFECTIVE  DATE")  when the last of the  following  conditions  shall  have been
satisfied:

     (a) The  Administrative  Agent  shall have  received  counterparts  of this
Second  Amendment,  duly executed by the Borrower and the Lenders  listed on the
signature pages attached hereto and in sufficient copies for each Lender.

     (b) The Administrative Agent shall have received the following,  each dated
as of the Second Amendment  Effective Date (unless  otherwise  specified) and in
sufficient copies for each Lender:

          (i) the Second  Guarantor  Consent,  duly  completed  and  executed by
     Everest  Re Group,  Ltd.,  in  substantially  the form of EXHIBIT A;

          (ii) a favorable opinion of (i) Mayer, Brown, Rowe & Maw, special  New
     York counsel  to the  Borrower,  (ii) Joseph A.  Gervasi,  General  Counsel
     of Everest Re  Group,  Ltd.,  and  (iii)  Conyers  Dill & Pearman,  Bermuda
     counsel of the Guarantor, in each  case  in  form   reasonably satisfactory
     to the Administrative Agent and substantially covering such opinion matters
     as the Administrative Agent may reasonably request.


                                       3
<PAGE>


     (c) The Administrative  Agent shall have received a certificate,  signed by
the  president,  the chief  financial  officer,  treasurer or comptroller of the
Borrower,  in form  and  substance  satisfactory  to the  Administrative  Agent,
certifying that (i) all representations and warranties of the Borrower contained
in the Credit  Agreement and the other Credit  Documents are true and correct in
all material  respects on and as of the Second  Amendment  Effective  Date, both
immediately  before and after giving effect to this Second Amendment  (except to
the extent any such  representation or warranty is expressly stated to have been
made as of a specific date, in which case such  representation or warranty shall
be true and correct in all material  respects as of such date),  (ii) no Default
or Event of Default has occurred and is continuing,  both immediately before and
after  giving  effect  to this  Second  Amendment,  (iii)  there  is no  pending
litigation,   bankruptcy  or  insolvency,   insurance   regulatory   proceeding,
injunction,   order  or  claim  pending  or,  to  such  individual's  knowledge,
threatened  against  the  Borrower  or  any  of its  Subsidiaries  which  (A) is
reasonably  likely to result in a Material  Adverse  Change or (B)  purports  to
affect this Second Amendment or the transactions  contemplated  hereby, and (iv)
both  immediately  before and after giving effect to this Second  Amendment,  no
Material  Adverse  Change has occurred since December 31, 2001, and there exists
no event,  condition  or state of facts that could  reasonably  be  expected  to
result in a Material Adverse Change.

     (d) Since  December  31,  2001,  both  immediately  before and after giving
effect to the  consummation  of the  transactions  contemplated  by this  Second
Amendment,  there shall not have  occurred  any Material  Adverse  Change or any
event,  condition or state of facts that could  reasonably be expected to result
in a Material Adverse Change.

     (e) The Borrower shall have paid (i) to Wachovia,  for the ratable  benefit
of the Lenders,  an amendment fee in the amount of 3 basis points (0.03%) on the
aggregate principal amount of the Lenders' Commitments;  and (ii) all other fees
and expenses of the  Administrative  Agent and the Lenders  required  hereunder,
under the Second  Amendment Fee Letter or under any other Credit  Document to be
paid on or prior to the Second Amendment Effective Date.

     (f) The Administrative Agent and each Lender shall have received such other
documents,   certificates,  and  instruments  in  connection  with  this  Second
Amendment  and the  other  transactions  contemplated  hereby  as it shall  have
reasonably requested.

On  the  Second   Amendment   Effective  Date,  the  Credit  Agreement  will  be
automatically  amended as set forth  herein.  On and after the Second  Amendment
Effective  Date,  the rights and  obligations  of the  parties  hereto  shall be
governed by the Credit Agreement as amended by this Second Amendment;  PROVIDED,
that the rights and obligations of the parties hereto with respect to the period
prior to the Second  Amendment  Effective  Date shall continue to be governed by
the terms of the Credit Agreement.

                                   ARTICLE IV

                                     GENERAL

     4.1 FULL FORCE AND EFFECT.  Except as expressly amended hereby,  the Credit
Agreement  shall  continue  in full  force  and  effect in  accordance  with the
provisions  thereof  on the  date  hereof.  As  used  in the  Credit  Agreement,
"hereinafter," "hereto," "hereof," and words of similar import shall, unless the
context  otherwise  requires,  mean the Credit Agreement after amendment by this
Second  Amendment.  Any  reference  to the Credit  Agreement or any of the other

                                       4
<PAGE>


Credit  Documents  herein or in any such  documents  shall  refer to the  Credit
Agreement and Credit Documents as amended hereby.

     4.2  APPLICABLE  LAW.  THIS  SECOND  AMENDMENT  SHALL  BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS  (EXCLUDING NEW YORK GENERAL  OBLIGATIONS  LAW
ss.5-1401).  THE PARTIES HERETO HEREBY  DECLARE THAT IT IS THEIR  INTENTION THAT
THIS SECOND  AMENDMENT  SHALL BE REGARDED AS MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND THAT THE LAWS OF SAID STATE  SHALL BE APPLIED IN  INTERPRETING  ITS
PROVISIONS IN ALL CASES WHERE LEGAL  INTERPRETATION  SHALL BE REQUIRED.  EACH OF
THE  PARTIES  HERETO  AGREES (A) THAT THIS  SECOND  AMENDMENT  INVOLVES AT LEAST
$250,000;  AND (B) THAT  THIS  SECOND  AMENDMENT  HAS BEEN  ENTERED  INTO BY THE
PARTIES  HERETO IN EXPRESS  RELIANCE UPON NEW YORK GENERAL  OBLIGATIONS  LAW ss.
5-1401.

     4.3  COUNTERPARTS.  This  Second  Amendment  may be executed in two or more
counterparts,  each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.

     4.4 HEADINGS. The headings of this Second Amendment are for the purposes of
reference only and shall not affect the construction of this Second Amendment.

                   [signatures appear on the following pages]

                                       5

<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized officers as of the date first above written.


                                              EVEREST REINSURANCE HOLDINGS, INC.

                                              By:   /s/ STEPHEN L. LIMAURO
                                                    ----------------------------

                                              Name:  Stephen L. Limauro

                                              Title: Executive Vice President
                                                     and Chief Financial Officer








                             (signatures continued)

                               SIGNATURE PAGE TO
            SECOND AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER

<PAGE>


                                                     WACHOVIA BANK, NATIONAL
                                                     ASSOCIATION (formerly known
                                                     as First Union National
                                                     Bank), as Administrative
                                                     Agent and as a Lender


                                                     By:   /s/ KIMBERLY SHAFFER
                                                           ---------------------

                                                     Name:  Kimberly Shaffer

                                                     Title: Director









                             (signatures continued)


                               SIGNATURE PAGE TO
            SECOND AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER
<PAGE>


                                                     BANK ONE, NA, as a Lender


                                                     By:   /s/ MARK L. GOLDSTEIN
                                                           ---------------------

                                                     Name:  Mark L. Goldstein

                                                     Title: Managing Director











                             (signatures continued)


                                SIGNATURE PAGE TO
            SECOND AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER

<PAGE>


                                             DEUTSCHE BANK AG, New York and/or
                                             Cayman Island Branches, as a Lender

                                             By:   /s/ RUTH LEUNG
                                                   -----------------------------

                                             Name:  Ruth Leung

                                             Title: Director


                                             By:   /s/ CLINTON JOHNSON
                                                   -----------------------------

                                             Name:  Clinton Johnson

                                             Title: Managing Director









                             (signatures continued)


                                SIGNATURE PAGE TO
            SECOND AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER

<PAGE>



                                                   RBC FINANCE B.V., as a Lender


                                                   By:   /s/ L.P. VOWELL
                                                         -----------------------

                                                   Name:  L.P. Vowell

                                                   Title: Managing Director








                             (signatures continued)

                                SIGNATURE PAGE TO
            SECOND AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER

<PAGE>


                                                JPMORGAN CHASE BANK, as a Lender


                                                By:   /s/ HELEN L. NEWCOMB
                                                      --------------------------

                                                Name:  Helen L. Newcomb

                                                Title: Vice President




                                SIGNATURE PAGE TO
            SECOND AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER


</TEXT>
</DOCUMENT>
