Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2020, Essent Group Ltd. (the "Company"), Essent Irish Intermediate Holdings Limited ("Essent Irish") and Essent US Holdings, Inc. (together with the Company and Essent Irish, the "Borrowers") entered into a Second Amended and Restated Credit Agreement, with a committed capacity of $625 million (the "Credit Agreement"), among the lenders party thereto (the "Lenders") and JP Morgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"). The Credit Agreement amends and restates that certain Amended and Restated Credit Agreement dated as of May 17, 2017, which was subsequently amended by an Incremental Amendment No.1 dated as of May 2, 2018 (as amended, the "Prior Credit Agreement"), by and among the Borrowers, the lenders party thereto and the Administrative Agent, as more fully disclosed in the Company's disclosures on Forms 8-K filed with the Securities and Exchange Commission on May 18, 2017 and May 7, 2018. The amended terms of the Credit Agreement provide for (i) an increase in the revolving credit facility from $275 million under the Prior Credit Agreement to $300 million, (ii) the incurrence of $100 million of new term loans in addition to the $225 million already outstanding under the Prior Credit Agreement, the proceeds of which were used at closing to pay down borrowings outstanding under the revolving credit facility, and (iii) up to $150 million aggregate principal amount of uncommitted incremental term loan and/or revolving credit facilities that may be exercised at the Borrowers' option so long as the Borrowers receive commitments from the Lenders. The revolving credit facility expires and the term loans mature under the Credit Agreement on the third anniversary of closing, October 14, 2023.

Borrowings under the Credit Agreement will accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Borrower's option, plus an applicable margin. On the closing date, the minimum interest rate for any borrowings was 1-Month LIBOR plus 2.0%. The obligations under the Credit Agreement are secured by certain assets of the Borrowers, excluding the stock and assets of their insurance and reinsurance subsidiaries.

All other material terms of the Credit Agreement remain substantially unchanged from the terms of the Prior Credit Agreement as disclosed in the Company's disclosures on Forms 8-K filed with the Securities and Exchange Commission on May 18, 2017 and May 7, 2018.

J.P. Morgan Chase Bank, N.A., BofA Securities, Inc., and Royal Bank of Canada acted as joint lead arrangers and joint book runners, and Associated Bank, N.A., Citizens Bank, N.A., KeyBank, N.A. and U.S. Bank National Association acted as additional joint book runners, for the Credit Agreement.

A copy of the Credit Agreement is filed as Exhibit 10.1 to this report and is incorporated into this Item 1.01 as if fully set forth herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K concerning the Credit Agreement is incorporated by reference into this Item 2.03.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits


Exhibit
   No.     Description

  10.1     Second Amended and Restated Credit Agreement, dated as of October 14,
           2020, by and among Essent Group Ltd., Essent Irish Intermediate Holdings
           Limited, and Essent US Holdings, Inc., as borrowers, the several banks and
           other financial institutions or entities from time to time parties to this
           agreement, as lenders, and JPMorgan Chase Bank, N.A., as administrative
           agent.
  104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.

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