On June 26, 2024, Essent Group Ltd. entered into a revolving facility refinancing agreement with Bank of America, N.A., as administrative agent under the Revolving Credit Agreement, JP Morgan Chase Bank, N.A., as administrative agent under its Third Amended and Restated Credit Agreement, dated as of December 10, 2021 (as amended from time to time prior to the effectiveness of the Revolving Credit Agreement, the ?Existing Credit Agreement?) and certain other lenders party thereto. Under the Refinancing Agreement, the Refinancing Agreement Revolving Lenders have agreed to provide the Company with a five-year unsecured revolving credit facility of up to $500 million of senior unsecured revolving loans (the ?Revolving Credit Facility?), which is intended to replace the Company?s existing senior secured credit facility (the ?Existing Credit Facility?). The Revolving Credit Facility also provides for an aggregate principal amount of up to $250 million in uncommitted incremental revolving credit facilities that may be exercised at the Company?s option, so long as the Company receives sufficient commitments from the bank lenders.

The closing of the Revolving Credit Facility is subject to the satisfaction of certain closing conditions described in the Refinancing Agreement and the Revolving Credit Agreement, including the closing of an underwritten public offering of the Company?s senior notes (the ?Notes?) commencing and the repayment of all of the borrowings outstanding under the term loan portion of its Existing Credit Facility. Upon the satisfaction of all such closing conditions, the Fourth Amended and Restated Credit Agreement, a form of which is annexed to the Refinancing Agreement (the ?Revolving Credit Agreement?), will become effective and will amend and restate the Existing Credit Agreement. Upon its effectiveness, the Refinancing Agreement Revolving Lenders (as defined in the Refinancing Agreement) will act as revolving lenders under the Revolving Credit Agreement, and Bank of America, N.A. will act as administrative agent.

The Revolving Credit Facility will provide for an effective increase in the Company?s revolving credit facility borrowing capacity from $400 million to $500 million. All outstanding term loans under the Existing Credit Facility are expected to be repaid with the net proceeds from the Notes. Borrowings under the Revolving Credit Facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to the Company?s insurance and reinsurance subsidiaries.

Borrowings accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company?s option, plus an applicable margin. A commitment fee is due quarterly on the average daily amount of the undrawn revolving commitment. The applicable margin and the commitment fee are based on the senior unsecured debt rating or long-term issuer rating of the Company to the extent available.

The annual commitment fee rate applicable at closing is 0.225% based on the Company?s long-term issuer rating at such time. The borrowings under the Revolving Credit Facility are expected to contractually mature upon the earlier of five years after the closing date of the Revolving Credit Facility and 91 days prior to the stated maturity date of the Notes. The Company will be subject to certain covenants under the Revolving Credit Agreement, including a maximum debt-to-total capitalization ratio of 30%, compliance with the PMIERs financial requirements (subject to any GSE approved waivers and/or forbearances), and a minimum consolidated net worth requirement (as defined in the Revolving Credit Agreement), in each case to be calculated in accordance with the Revolving Credit Agreement.