ESSENT GROUP LTD. (NYSE:ESNT) Files An 8-K Entry into a Material Definitive Agreement

On May 17, 2017, Essent Group Ltd. (Essent), Essent Irish
Intermediate Holdings Limited and Essent US Holdings, Inc.
(together, the Borrowers) entered into an amended and restated
credit facility with a committed capacity of $375 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 Credit Agreement entered into on April 19, 2016, by
and among the Borrowers, the lenders parties thereto and the
Administrative Agent, as more fully disclosed in the Companys
disclosure on Form 8-K, which was filed with the Securities and
Exchange Commission on April 21, 2016. The terms of the amendment
provide for (i) an increase in the revolving credit facility from
$200 million to $250 million, (ii) the issuance of term loans of
$125 million, the proceeds of which were used at closing to pay
down borrowings outstanding under the revolving credit facility,
and (iii) a $75 million uncommitted line that may be exercised at
the Borrowers option so long as the Borrowers receive commitments
from the lenders. The credit facility expires and the term loans
mature on the fourth anniversary of closing, May 17, 2021.
Capitalized terms but not defined in this summary will have the
respective meanings set forth in the Credit Agreement.

Borrowings under the Credit Agreement will bear interest at a
floating rate equal to, at the Borrowers option, the ABR or the
Eurodollar Rate plus an applicable margin. ABR is the greatest of
(a) the Prime Rate in effect on such day (or, if such day is not a
Business Day, the immediately preceding Business Day), (b) the
NYFRB Rate in effect on such day (or, if such day is not a Business
Day, the immediately preceding Business Day) plus one-half of 1.0%,
and (c) the Eurodollar Rate on such day (or, if such day is not a
Business Day, the immediately preceding Business Day) for a
one-month Interest Period commencing two Business Days thereafter
plus 1.0%, and in any event subject to a floor of 0%. The
Eurodollar Rate is a rate per annum equal to the London interbank
offered rate, or LIBOR, as administered by the ICE Benchmark
Administration for U.S. dollar deposits with a maturity comparable
to the relevant interest period subject to a floor of 0%. The
applicable margin to loans based on the ABR ranges from 0.5% to
2.0% and based on the Eurodollar Rate ranges from 1.50% to 3.00%
per annum, based in each case on the senior unsecured debt rating
or long-term issuer rating of Essent, or if it does not have a
rating, the insurer financial strength rating of Essent Guaranty,
Inc. (Essent Guaranty).

The Borrowers are required under the Credit Agreement to also pay a
quarterly commitment fee at a per annum rate ranging from 0.20% to
0.50% on the average daily amount of the unused revolving
commitments of the Lenders, based on the senior unsecured debt
rating or long-term issuer rating of Essent, or if it does not have
a rating, the insurer financial strength rating of Essent Guaranty,
and an annual administrative fee to the Administrative Agent.

The Credit Agreement contains customary affirmative and negative
covenants. In addition, the Credit Agreement contains the following
financial covenants: (1) the Consolidated Net Worth of Essent may
not be less than the sum of (without duplication) (i) 75% of its
Consolidated Net Worth as of December 31, 2016, (ii) 50% of the
cumulative Consolidated Net Income of Essent and its subsidiaries
for each fiscal quarter (beginning with the fiscal quarter ending
March 31, 2017) for which consolidated net income is positive, and
(iii) 50% of any increase in the Consolidated Net Worth of Essent
after December 31, 2016 resulting from the issuance of equity by or
capital contributions to Essent or any of its subsidiaries; (2) the
Statutory Surplus of Essent Guaranty may not be less than 75% of
its Statutory Surplus on December 31, 2016; (3) the Total
Shareholders’ Equity of Essent Re may not be less than 75% of its
Total Shareholders Equity on December 31, 2016; (4) Essents
Debt-to-Total Capitalization Ratio may not exceed 0.25 to 1.00 (or
0.30 to 1.00 at any time Essent maintains an investment grade
ratings of at least BBB- from SP and at least Baa3 from Moodys);
(5) if Essent does not have an investment grade rating, the
Borrowers must in the aggregate have Liquidity of $25 million or
more; and (6) if Essent does not have an investment grade rating,
Essent Guaranty must maintain compliance with all applicable
financial requirements of the Private Mortgage Insurer Eligibility
Requirements published by the Federal National Mortgage Association
(Fannie Mae) and the Federal Home Loan Mortgage Corporation
(Freddie Mac). The Credit Agreement also contains customary events
of default including failure to pay any principal or interest when
due, failure to comply with covenants, any representation made by
the Borrowers proving to be materially incorrect, defaults relating
to other material indebtedness, certain insolvency and receivership
events affecting the Borrowers or certain of their subsidiaries,
judgments in excess of $35 million in the aggregate being rendered
against the Borrowers or their subsidiaries and not discharged or
stayed on a timely basis, and the incurrence of certain ERISA
liabilities and a change of control of Essent.

The obligations of the Borrowers under the Credit Agreement are
secured by substantially all the assets of the Borrowers, subject
to certain exceptions, under a Guarantee and Collateral Agreement,
as amended, Irish Debenture, Irish Share Charge and Bermuda
Debenture. Under the Credit Agreement, each Borrower is jointly and
severally liable for the obligations of the other Borrowers under
the Credit Agreement.

Following the occurrence of an Event of Default under the Credit
Agreement, the Administrative Agent may, and at the direction of
the requisite number of Lenders will, terminate the Lenders
commitments to make loans under the Credit Agreement, declare the
obligations under the Credit Agreement immediately due and payable
and enforce any and all rights of the Lenders or

Administrative Agent under the Credit Agreement and related
documents. For certain Events of Default related to insolvency and
receivership, the commitments of the Lenders are automatically
terminated and all outstanding obligations become immediately due
and payable.

Certain of the lenders party to the Credit Agreement and their
respective affiliates have, from time to time, performed various
investment or commercial banking and financial advisory services
for the Borrowers and their affiliates in the ordinary course of
business. Such lenders and other parties have received, and may in
the future receive, customary compensation from Essent and its
subsidiaries for such services.

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.

Additionally, a copy of the Press Release issued May 18, 2017
concerning the Credit Agreement is furnished as Exhibit 99.1 to
this report. Such Press Release shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liability under that section, and shall not be
incorporated by reference into any registration statement or
other document under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.

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.