On May 28, 2024, Employers Holdings, Inc. (?EHI?) entered into a Credit Agreement (the ?Credit Agreement?) with a Wells Fargo, as both administrative agent and issuing lender. The Credit Agreement provides for a $25.0 million, unsecured, three-year revolving credit facility and is guaranteed by certain of EHI?s wholly owned subsidiaries. As of the closing, the subsidiary guarantors are Employers Group, Inc. and Cerity Group, Inc. The interest rates applicable to loans under the Credit Agreement are generally based on either: (i) a base rate, defined as the higher of the Prime Rate, the Federal Funds Rate plus 1.25% and the Adjusted Term SOFR Rate for a one-month tenor plus 1.75%, or (ii) an Adjusted Term SOFR Rate, defined as the applicable Adjusted Term SOFR Rate plus 1.75%.

Borrowings under the Credit Agreement may be used for working capital and general corporate purposes of EHI and its subsidiaries. The Credit Agreement contains covenants that require EHI and its consolidated subsidiaries to maintain: (i) a minimum consolidated net worth, defined as EHI?s total stockholders? equity excluding any accumulated other comprehensive income or loss, of no less than $800 million; and (ii) a debt to total capitalization ratio of no more than 35%, in each case as determined in accordance with the Credit Agreement.

In addition, the Credit Agreement contains certain customary representations, warranties and affirmative and negative covenants, including covenants that, among other things, limit the ability of EHI and its subsidiaries to incur certain types of liens, to incur indebtedness, to consummate certain mergers or consolidations, and to use proceeds of borrowings under the Credit Agreement for other than permitted uses, as well as certain customary events of default, including the occurrence of a change of control. These covenants are subject to various important exceptions and qualifications.