Exhibit 10.1

Execution Copy

AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT
AGREEMENT

This AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of June 9, 2026, by and among SAFETY INSURANCE GROUP, INC., a Delaware corporation (the “Borrower”), the lenders who are or may become party to the Credit Agreement referred to below (collectively, the “Lenders”), and CITIZENS BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).  Capitalized terms used and not defined in this Agreement shall have the meanings ascribed thereto in the Credit Agreement referred to below.

WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to that certain Amended and Restated Revolving Credit Agreement, dated as of August 14, 2008, among the Borrower, the Administrative Agent and the Lenders (as amended, restated or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested an increase in the Total Commitment in an amount of $50,000,000, notwithstanding that the Increase Option has been exercised in full (the “Increased Commitment”);

WHEREAS, each Lender with a Commitment has agreed to provide its pro rata portion of the Increased Commitment to the Borrower; and

WHEREAS, the Borrower, the Lenders, and the Administrative Agent desire to amend the Credit Agreement as set forth herein (Credit Agreement, as amended hereby, the “Amended Credit Agreement”) ;

NOW THEREFORE, the parties hereto hereby agree as follows:

Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart thereof.

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first above written.

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Annex I

Released Guarantors

SAFETY MANAGEMENT CORPORATION

SAFETY NORTHEAST INSURANCE AGENCY, INC.

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Annex A to Amendment No. 7 to Amended and Restated Credit Agreement

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of August 14, 2008

among

SAFETY INSURANCE GROUP, INC.

THE LENDERS LISTED ON SCHEDULE I HERETO

and

CITIZENS BANK, N.A., as Administrative Agent

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Exhibits

Exhibit AForm of Amended and Restated Note

Exhibit BForm of Loan Request

Exhibit CForm of Compliance Certificate

Exhibit DForm of Assignment and Acceptance

Exhibit EForm of Omnibus Amendment and Reaffirmation Agreement

Schedules

Schedule 1Lenders and Commitments

Schedule 6.3Title to Properties; Leases

Schedule 6.5No Material Adverse Change

Schedule 6.7Litigation

Schedule 6.15Certain Transactions

Schedule 6.18Environmental Compliance

Schedule 6.19Subsidiaries, Etc.

Schedule 8.1Existing Indebtedness

Schedule 8.2Existing Liens

Schedule 8.3Existing Investments

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”) is made as of August 14, 2008, by and among SAFETY INSURANCE GROUP, INC., a Delaware corporation (the “Borrower”), CITIZENS BANK, N.A., a national banking association (“Citizens”), and the other lending institutions listed on Schedule 1 hereto (collectively, the “Lenders”), and CITIZENS BANK, N.A., as administrative agent for itself and such other lending institutions (in such capacity, the “Administrative Agent”).

WITNESSETH

WHEREAS, the Borrower has heretofore entered into a Revolving Credit Agreement dated as of November 27, 2002, with the financial institutions from time to time party thereto (collectively, the “Existing Lenders”) and the Administrative Agent (as amended and in effect immediately prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Lenders made certain loans to the Borrower and extended certain financial accommodations;

WHEREAS, the Borrower desires to amend and restate the terms and provisions of the Existing Credit Agreement, in the form hereof, and the Existing Lenders and the Administrative Agent are willing to so amend and restate the Existing Credit Agreement in order to, among other things, add a letter of credit sub-facility and provide for an optional increase in a maximum amount of Twenty Million Dollars ($20,000,000), with the proceeds of any Loans to be used to provide for working capital and for other general corporate purposes of the Borrower and its Subsidiaries;

WHEREAS, the Borrower increased the Total Commitment on the Sixth Amendment Effective Date to $50,000,000;

WHEREAS, the Borrower has requested that the Total Commitment be increased on the Seventh Amendment Effective Date to $100,000,000; and

WHEREAS, the Administrative Agent and the Lenders have agreed to such modification all on and subject to the terms and conditions of this Credit Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree to amend and restate the Existing Credit Agreement in its entirety as follows:

Adjustment Date.  The first day of the month immediately following the month in which a Compliance Certificate is to be delivered by the Borrower pursuant to §7.4(c).

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Administrative Agent’s Office.  The Administrative Agent’s office located at 28 State Street, 15th Floor, Boston, MA 02109, or such other location as the Administrative Agent may designate from time to time.

Administrative Agent.  Citizens Bank, N.A., acting as agent for the Lenders, and each other Person appointed as the successor Administrative Agent in accordance with §13.9.

Administrative Agent’s Special Counsel.  Morgan, Lewis & Bockius LLP or such other counsel as may be approved by the Administrative Agent.

Affected Lender.  See §4.11.

Affiliate.  Any Person which, directly or indirectly, controls, is controlled by or is under common control with the Borrower.  “Control” of the Borrower means the power, directly or indirectly, (a) to vote ten percent (10%) or more of the Capital Stock (on a fully diluted basis) of the Borrower having ordinary voting power for the election of directors, managing members or general partners (as applicable); or (b) to direct or cause the direction of the management and policies of the Borrower (whether by contract or otherwise).

Aggregate Statutory Surplus.  The sum of the Statutory Surplus of each of the direct Insurance Subsidiaries.

Applicable Lending Office.  means for any Lender, such Lender’s office, branch or affiliate designated for SOFR Loans, Base Rate Loans, or Letters of Credit or participations therein, as applicable, as notified to the Administrative Agent, any of which offices may be changed by such Lender.

Assignment and Acceptance.  See §14.1.

Available Tenor.  means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Credit Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Credit Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 4.12.

Balance Sheet Date.  December 31, 2007.

Base Rate.  For any day, a rate per annum equal to the greatest of (a) the Administrative Agent’s “prime rate” in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% per annum and (c) the Daily SOFR Rate on such day plus (i) until the Seventh Amendment Effective Date, 1.25% per annum and (ii) from and after the Seventh Amendment Effective Date, 1.10% per annum, provided that the Base Rate shall at no time be less than the Floor.  If the Administrative Agent shall have determined (which determination shall be conclusive absent clearly manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the

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Daily SOFR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition of the term Federal Funds Effective Rate, the Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the Base Rate due to a change in the Administrative Agent’s “prime rate”, the Federal Funds Effective Rate or the Daily SOFR Rate, as applicable, shall be effective from and including the effective date of such change in the Administrative Agent’s “prime rate”, the Federal Funds Effective Rate or the Daily SOFR Rate, as applicable, respectively.

Base Rate Loans.  Loans bearing interest calculated by reference to the Base Rate.

Benchmark.  means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.12(a).  Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

Benchmark Replacement.  means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate and an adjustment as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment;

provided, that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for purposes of this Credit Agreement and the other Loan Documents.

Benchmark Replacement Adjustment.  means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark

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with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

Benchmark Replacement Date.  means a date and time determined by Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

Benchmark Transition Event. means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication,

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there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.12 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.12.

Borrower.  Safety Insurance Group, Inc., a Delaware corporation.

Business Day.  Any day on which lending institutions in Boston, Massachusetts and New York, New York, are open for the transaction of banking business.

Capital Assets.  Fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents, copyrights, trademarks, franchises and good will); provided that Capital Assets shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with GAAP.

Capital Expenditures.  Amounts paid or Indebtedness incurred by any Person in connection with (a) the purchase or lease by such Person of Capital Assets that would be required to be capitalized and shown on the balance sheet of such Person in accordance with GAAP or (b) the lease of any assets by any Person as lessee under any Synthetic Lease to the extent that such assets would have been Capital Assets had the Synthetic Lease been treated for accounting purposes as a Capitalized Lease; other than (i) expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (A) from insurance proceeds paid on account of the loss of or damage to the assets being replaced or restored, (B) with awards of compensation arising from the taking by eminent domain or condemnation of the asset being replaced, or (C) from the exchange of existing equipment and (ii) the purchase of plant, property, or equipment made within one hundred eighty (180) days of the sale of any asset permitted under §8.5.2 to the extent purchased with the proceeds of such sale.

Capital Stock.  Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person

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(other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

Capitalized Leases.  Leases under which the Borrower or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

Cash Equivalents.  As to the Borrower and its Subsidiaries, (a) securities issued or directly and fully guaranteed or insured by the United States of America and having a maturity of not more than one (1) year from the date of acquisition; (b) certificates of deposit, time deposits and eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six (6) months and overnight bank deposits, in each case, (i) with any Lenders or (ii) with any domestic commercial bank organized under the laws of the United States of America or any state thereof or a foreign subsidiary of such bank, in each case having a rating of not less than A or its equivalent by S&P or any successor and having capital and surplus in excess of $500,000,000; (c) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clauses (a) and (b) above; (d) any commercial paper or finance company paper issued by (i) any Lender or any holding company controlling any Lender or (ii) any other Person that is rated not less than “P-2” or “A-2” or their equivalents by Moody’s or S&P or their successors; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b)(ii) of this definition; and (g) shares of money market mutual or similar funds which invest at least ninety-five percent (95%) in assets satisfying the requirements of clauses (a) through (f) of this definition.

CERCLA.  See §6.18(a).

Citizens.  Has the meaning ascribed in the Recitals hereto.

Closing Date.  means August 14, 2008.

Closing Fee.  See §4.1.

Code.  The Internal Revenue Code of 1986, as amended from time to time.

Collateral.  All of the property, rights and interests of the Borrower and its Subsidiaries that are subject to the Liens created by the Security Documents.

Commitment.  With respect to each Lender, the amount set forth on Schedule 1 hereto as the amount of such Lender's commitment to make Loans to, the Borrower, as the same may be reduced from time to time; or if such commitment is terminated pursuant to the provisions hereof, zero.

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Commitment Fee.  See §2.2.

Commitment Percentage.  With respect to each Lender, the percentage set forth on Schedule 1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders.

Commodity Exchange Act.  The Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Compliance Certificate.  See §7.4(c).

Confirmation Agreement.  means that certain Confirmation and Ratification of Ancillary Loan Documents, to be dated within thirty (30) days of the Fifth Amendment Effective Date by and among the Borrower, the Subsidiary Guarantors and the Administrative Agent.

Conforming Changes.  means, with respect to either the use or administration of the Benchmark, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including, for example and not by way of limitation or prescription, changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition, the definition of “Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 4.6, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate in connection with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Credit Agreement and the other Loan Documents).

Consolidated or consolidated.  With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.

Consolidated Net Income.  For any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP; provided that there shall be excluded therefrom (a) the income (or loss) of any Person that is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, and (c) any after-tax extraordinary or non-recurring gains or losses.

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Consolidated Net Worth.  As of any date of determination, Safety Insurance Group Inc.’s Consolidated total shareholder’s equity calculated in accordance with GAAP (as reported in its annual and quarterly financial statements and reported to the SEC on forms 10K and 10Q).

Continuing Directors.  With respect to any period of twenty-four (24) consecutive calendar months, any member of the board of directors of the Borrower who (a) was a member of such board of directors on the first day of such period, or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

Conversion Request.  A notice given by the Borrower to the Administrative Agent of the Borrower’s election to convert or continue a Loan in accordance with §2.7.

Credit Agreement.  This Amended and Restated Revolving Credit Agreement, including the Schedules and Exhibits hereto.

Daily Simple SOFR.  means, for any day, a rate per annum equal to the greater of (a) the sum of (i) SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion plus (ii) the Daily Simple SOFR Adjustment, and (b) the Floor.

Daily Simple SOFR Adjustment.  means 0.100% per annum.

Daily SOFR Rate.  means, for any day, a rate per annum equal to Term SOFR in effect on such day for a one-month Interest Period (subject to the Floor referred to in the definition of “Term SOFR”).

Default.  See §12.1.

Delinquent Lender.  See §13.5.3.

Distribution.  The declaration or payment of any dividend on or in respect of any shares of any class of Capital Stock of any Person, other than dividends payable solely in additional shares of Capital Stock of such Person; the purchase, redemption, defeasance, retirement or other acquisition of any shares of any class of Capital Stock of any Person, directly or indirectly through a Subsidiary of such Person or otherwise (including the setting apart of assets for a sinking or other analogous fund to be used for such purpose); the return of capital by any Person to its shareholders as such; or any other distribution on or in respect of any shares of any class of Capital Stock of any Person.

Division.  See §6.1.1.

Dollars or $.  Dollars in lawful currency of the United States of America.

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Drawdown Date.  The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with §2.7.

Eligible Assignee.  Any of (a) (i) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of OECD; (iv) the central bank of any country which is a member of the OECD; (v) any investment company, investment fund, financial institution or other institutional lender (other than any financial institution which but for the amount of its total assets would have been an Eligible Assignee under clauses (i) through (iv) above) having total assets in excess of $100,000,000; and (vi) if, but only if, any Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Administrative Agent, such approval not to be unreasonably withheld.

Employee Benefit Plan.  Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Environmental Laws.  See §6.18(a).

EPA.  See §6.18(b).

Equity Interests.  With respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, or other equity ownership interests in such Person, and all warrants, options, or other rights to acquire any such interests.

ERISA.  The Employee Retirement Income Security Act of 1974.

ERISA Affiliate.  Any Person which is treated as a single employer with the Borrower under §414 of the Code.

ERISA Reportable Event.  A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder.

Event of Default.  See §12.1.

Excluded Swap Obligation.  With respect to any Subsidiary Guarantor, any Swap Obligations under an Interest Rate Agreement if, and only to the extent that and for so long as, all or a portion of the guaranty of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or

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becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (an “ECP”) at the time the guaranty of such Subsidiary Guarantor or the grant of such security interest otherwise would have become effective with respect to such Swap Obligation; provided, however, that if any Subsidiary Guarantor that was not an ECP at the Relevant Time with respect to any Swap Obligation thereafter becomes an ECP, then from and after such time such Swap Obligation shall no longer constitute an Excluded Swap Obligation with respect to such Subsidiary Guarantor.  For purposes of this definition, “Relevant Time” means, with respect to any Subsidiary Guarantor and a given Swap Obligation, the later of (a) the date on which such Subsidiary Guarantor became a Subsidiary Guarantor (and in connection therewith provided a guaranty and/or granted a security interest to secure its guaranty) and (b) the date on which the Borrower or a Subsidiary Guarantor enters into such Swap Obligation.  If a Swap Obligation  under an Interest Rate Agreement arises under a master agreement governing more than one swap, such exclusions shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

Existing Credit Agreement.  Has the meaning ascribed in the Recitals hereto.

Federal Funds Effective Rate.  For any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if such rate is not so published for any day, the Federal Funds Effective Rate for such day shall be the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it and (c) if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

Federal Reserve Board.  means the Board of Governors of the Federal Reserve System of the United States.

Fee Letter.  The fee letter dated as of the Closing Date among the Borrower and the Administrative Agent.

Fees.  Collectively, the Commitment Fee and the Closing Fee.  

Financial Affiliate.  A Subsidiary of the bank holding company controlling any Lender, which Subsidiary is engaging in any of the activities permitted by §4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. §1843).

Floor.  means 1.25% per annum.

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GAAP or generally accepted accounting principles.  (a) When used in §9, whether directly or indirectly through reference to a capitalized term used therein, means (i) principles that are consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and (ii) to the extent consistent with such principles, the accounting practice of the Borrower reflected in its financial statements for the year ended on the Balance Sheet Date, and (b) when used in general, other than as provided above, means principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial statements of the Borrower adopting the same principles, provided that in each case referred to in this definition of “GAAP” a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in GAAP) as to financial statements in which such principles have been properly applied.

Governing Documents.  With respect to any Person, its certificate or articles of incorporation, its by-laws and all stockholder agreements, voting trusts and similar arrangements applicable to any of its Capital Stock.

Government Securities Business Day.  means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

Governmental Authority.  Any foreign, federal, state, regional, local, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof, or any court or arbitrator.

Guaranteed Pension Plan.  Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Hazardous Substances.  See §6.18(b).

Incentive Arrangements.  With respect to any Person, any stock appreciation rights, “phantom” stock plans, subscription and stockholders agreements and other incentive and bonus plans and similar arrangements made in connection with the retention of executives, officers or employees by such Person or any of its Subsidiaries.

Increase Option.  See §2.10.1.

Indebtedness.  As to any Person and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such Person and whether or not contingent, but without duplication:

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The “amount” or “principal amount” of any Indebtedness at any time of determination represented by (t) any Indebtedness, issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with GAAP, (u) any Capitalized Lease shall be the principal component of the aggregate of the rentals obligation under such Capitalized Lease payable over the term thereof that is not subject to termination by the lessee, (v) any sale of receivables shall be the amount of unrecovered capital or principal investment of the purchaser (other than the Borrower or any of its wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or interest earned on such investment, (w) any Synthetic Lease shall be the stipulated loss value, termination value or other equivalent amount, (x) any derivative contract shall be the maximum amount of any termination or loss payment required to be paid by such Person if such derivative contract were, at the time of determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred, (y) any equity related purchase obligation shall be the maximum fixed redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be comprised in such redemption or purchase price and (z) any guaranty or other contingent liability referred to in clause (k) shall be an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty or other contingent obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

Insurance Regulatory Authorities.  Collectively, in relation to any Person, the insurance regulatory authorities, commissions, agencies, departments, boards or other authorities having jurisdiction over such Person or over the business of such Person.

Insurance Subsidiaries.  Safety Insurance, Safety Indemnity. Safety Property and any other Subsidiary of the Borrower which is required to be licensed by any Insurance Regulatory Authority as an insurance company.

Interest Payment Date.  (a) As to any Base Rate Loan, the first day of each calendar month with respect to interest accrued during the prior calendar month, including, without limitation, the calendar month which includes the Drawdown Date of such Base Rate Loan; and (b) as to any SOFR Loan in respect of which the Interest Period is (i) three (3) months or less, the last day of such Interest Period and (ii) more than three (3) months, the last day of each three (3) month interval from the first day of such Interest Period.

Interest Period.  with respect to any applicable Loan or Borrowing, the period commencing on the date of such Loan or Borrowing  and ending on the numerically corresponding day in the calendar month that is one, three, six or nine months thereafter (in each case, subject to the availability thereof), as specified in the applicable Loan Request; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day,

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(ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the Maturity Date and (iv) no tenor that has been removed from this definition pursuant to Section 4.12(d) shall be available for specification in such Loan Request.  For purposes hereof, the date of a Loan or Borrowing initially shall be the date on which such Loan or Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan or Borrowing.  Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

Interest Rate Agreement.  Any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate futures contract, interest rate option agreement or other similar agreement or arrangement to which the Borrower is a party, designed to protect the Borrower against fluctuations in interest rates.

Investment Grade Securities.  Any debt Investments having a fixed maturity which have a rating by the NAIC of 1 or 2, or, if the NAIC rating categories in effect on the date hereof change, such other rating or ratings of such Investments determined by the NAIC to be symbolic of investment grade quality.

Investments.  All expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of stock or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guaranties (or other commitments as described under Indebtedness), or obligations of, any Person.  In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (b) may be deducted when paid; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

Lender Affiliate.  (a) With respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, limited liability company, trust or legal entity) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other entity (whether a corporation, partnership, limited liability company, trust or other legal entity) that is a fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

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Lenders.  Citizens and the other lending institutions listed on Schedule 1 hereto and any other Person who becomes an assignee of any rights and obligations of a Lender pursuant to §14.

Letter of Credit.  See §2.9.1.

Letter of Credit Application.  See §2.9.1.

Letter of Credit Fee.  See §2.9.10.

Letter of Credit Participation.  See §2.9.4.

Lien.  Any mortgage, deed of trust, security interest, pledge, hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien (statutory, judgment or otherwise), or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any Capitalized Lease, any Synthetic Lease, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC or comparable law of any jurisdiction).

Loan Documents.  This Credit Agreement, the Notes, the Security Documents and the Fee Letter.

Loan Request.  See §2.6.

Loans.  Revolving credit loans made or to be made by the Lenders to the Borrower pursuant to §2.

Material Adverse Effect.  With respect to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding):

Material Documents.  The Tax Sharing Agreement.

Material Insurance License.  Any license issued by a state to any Insurance Subsidiary that permits such Insurance Subsidiary to transact insurance business in such state and in respect of which the premiums written under the authority of such license account for more than twenty percent (20%) of Net Premiums Written during the then most recently ended fiscal year of the Borrower.

Material Subsidiary.  Any Subsidiary of the Borrower in which the Borrower has made a cumulative investment in excess of $35,000,000.

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Maturity Date.  June 9, 2031.

Maximum Drawing Amount.  The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit.

Moody’s.  Moody’s Investors Services, Inc. and any successor thereto.

Multiemployer Plan.  Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate.

NAIC.  The National Association of Insurance Commissioners or any successor thereto, or in lieu thereof, any other association, agency or other organization performing substantially similar advisory, coordination or other life functions among insurance departments, insurance commissions and similar Governmental Authorities of the various states of the United States of America toward the promotion of uniformity in the practices of such Governmental Authorities.

Net Cash Proceeds.  With respect to any issuance of Equity Interests, the aggregate cash proceeds received by the Borrower in respect of such issuance, net of all reasonable and customary fees, costs, and expenses incurred in connection therewith.

Net Premiums Written.  In relation to any Insurance Subsidiary for any particular period, (i) the sum of (A) all income on direct premiums written by such Insurance Subsidiary during such period arising from policies (if any) issued by such Insurance Subsidiary as the direct  primary  insurance carrier, plus (B) all income on premiums written and collected by such Insurance Subsidiary during such period arising from policies reinsured by such Insurance Subsidiary acting as a reinsurer for insurance ceded to it by another company which is the primary insurance carrier, less (ii) the sum of (A) all refunds of premiums due by such insurance company to insurers arising from endorsements, cancellations or audits, plus (B) all other premium expense by reason of insurance ceded by such insurance company to other insurance companies as reinsurers in order to reinsure such insurance company either as the primary insurance carrier or as a reinsurer, all as determined for such period in accordance with SAP.  

Non-Admitted Assets.  Assets of any Insurance Subsidiary which are prohibited by Insurance Regulatory Authorities from being treated as assets for statutory reporting purposes.

Non-U.S. Lender.  See §4.2.3.

Note Record.  A Record with respect to a Note.

Notes.  See §2.4.

Obligations.  All indebtedness, obligations and liabilities of any of the Borrower and its Subsidiaries to any of the Lenders and the Administrative Agent, individually or collectively, existing on the date of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of the other Loan Documents or any Interest Rate Agreement or in respect of

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any of the Loans made or any of the Notes or other instruments at any time evidencing any thereof; provided, that Obligations of any Subsidiary Guarantor shall not include any Excluded Swap Obligations of such Subsidiary Guarantor.

Omnibus Amendment and Reaffirmation Agreement.  The Omnibus Amendment and Reaffirmation Agreement, dated on or about the date hereof, among the Borrower, the Subsidiary Guarantors and the Administrative Agent.

outstanding.  With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination.

PBGC.  The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Perfection Certificates.  The Perfection Certificates as defined in the Security Agreements.

Permitted Acquisition.  See §8.5.1.

Permitted Liens.  Liens permitted by §8.2.

Person.  Any individual, corporation, limited liability company partnership, limited liability partnership, trust, other unincorporated association, business, or other legal entity, and any Governmental Authority.

Portfolio Investments.  Investments made by an Insurance Subsidiary in accordance with the Safety Insurance Investment Policy which are permitted by §8.3.

RCRA.  See §6.18(a).

Real Estate.  All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries.

Record.  The grid attached to a Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Lender with respect to any Loan referred to in such Note.

Reference Period.  As of any date of determination, the period of four (4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such date, or if such date is not a fiscal quarter end date, the period of four (4) consecutive fiscal quarters most recently ended (in each case treated as a single accounting period).

Register.  See §14.3.

Reimbursement Obligation.  The Borrower’s obligation to reimburse the Administrative Agent and the Lenders on account of any drawing under any Letter of Credit as provided in §2.9.6.

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Relevant Governmental Body.  means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.

Replacement Lender.  See §4.11.

Replacement Notice.  See §4.11.

Required Lenders.  As of any date, the Lender holding more than fifty percent (50%) of the outstanding principal amount of the Notes on such date plus the unused portion of the Commitments on such date; and if no such principal is outstanding, the Lenders whose aggregate Commitments constitute more than fifty percent (50%) of the Total Commitment.

Reserves.  In relation to any Insurance Subsidiary at any time, all reserves for payment of policy benefits, losses, claims, expenses and similar purposes determined in accordance with SAP.

Restricted Payment.  In relation to the Borrower and its Subsidiaries, any (a) Distribution, (b) payment or prepayment by the Borrower or its Subsidiaries to the Borrower or any Affiliate of the Borrower, (c) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Borrower or such Subsidiary, or (d) any principal, interest or other amounts due in respect of any Indebtedness which by its terms is subordinated to payment of the Obligations.

Risk Based Capital Ratio.  With respect to any Insurance Subsidiary and as at any date of determination, the ratio of (a) Total Adjusted Capital for such Insurance Subsidiary as of such date, to (b) the Authorized Control Level RBC for such Insurance Subsidiary as of such date, in each case as such terms are defined by the NAIC Risk-Based Capital (RBC) for Insurers Model Act.

Safety Indemnity.  Safety Indemnity Insurance Company, a Massachusetts corporation.

Safety Insurance.  Safety Insurance Company, a Massachusetts corporation.

Safety Insurance Investment Policy.  The Asset Investment Criteria of Safety Insurance delivered by the Borrower to the Administrative Agent on or prior to the Closing Date, as amended, restated or otherwise modified from time to time in accordance with §8.12 hereof.

Safety Management.  Safety Management Corporation (f/k/a Whiteshirts Management Corporation), a Massachusetts corporation.

Safety Property.  Safety Property and Casualty Insurance Company, a Massachusetts corporation.

SAP Financial Statements.  The Statutory Annual Financial Statements and the Statutory Quarterly Financial Statements.

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SARA.  See §6.18(a).

Security Agreements.  Collectively, (a) the Security Agreement, dated as of November 27, 2002, between the Borrower and the Administrative Agent and (b) the Security Agreement, dated as of November 27, 2002 between the Subsidiary Guarantors and the Administrative Agent, in each case as previously amended and as amended by the Omnibus Amendment and Reaffirmation Agreement.

Security Documents.  The Omnibus Amendment and Reaffirmation Agreement, the Subsidiary Guaranty, the Security Agreements, the Stock Pledge Agreements, the Confirmation Agreement and all other instruments and documents, including without limitation Uniform Commercial Code financing statements, required to be executed or delivered pursuant to any Security Document.

Seventh Amendment Effective Date.  means June 9, 2026.

Sixth Amendment Effective Date.  means November 7, 2025.

S&P.  Standard & Poor’s Ratings Group.

SOFR.  means a rate equal to the secured overnight financing rate as published by the SOFR Administrator on the website of the SOFR Administrator.

SOFR Administrator.  means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

SOFR Borrowing.  means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

SOFR Loan.  means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”.

Statutory Annual Financial Statements.  With respect to any Insurance Subsidiary, the annual fiscal year-end financial statements required by the SAP to be filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is organized and licensed to sell insurance.

Statutory Accounting Practices or SAP.  Statutory accounting practices consistently applied throughout the periods specified and the immediately prior period in accordance with NAIC’s Annual Statement Instructions and Accounting Practices and Procedures Manual, except to the extent that applicable state law may differ or that state rules or regulations require differences in reporting not relating to accounting practices and procedures in which case such state requirements shall apply.

Statutory Net Income.  In relation to any Insurance Subsidiary for any particular period, the net income of such Insurance Subsidiary for such period that appears on the SAP Financial Statements, as determined in accordance with SAP.

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Statutory Quarterly Financial Statements.  With respect to any Insurance Subsidiary, the quarterly financial statements required by SAP to be filed with the Insurance Regulatory Authorities of the state in which such Insurance Subsidiary is organized and licensed to sell insurance.

Statutory Surplus.  In relation to any Insurance Subsidiary at any time, the total surplus of such Insurance Subsidiary that appears or should appear, on the SAP Financial Statements of such Insurance Subsidiary determined in accordance with SAP.  

Stock Pledge Agreements.  The several Stock Pledge Agreements, each dated as of November 27, 2002, between (a) the Borrower and the Administrative Agent, and (b) Safety Management and the Administrative Agent, in each case as previously amended and as amended by the Omnibus Amendment and Reaffirmation Agreement.

Subsidiary.  Any corporation, association, trust, or other business entity of which the designated parent shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock.

Subsidiary Guarantors.  Each Material Subsidiary of the Borrower which is not an Insurance Subsidiary.

Subsidiary Guaranty.  The Guaranty, dated as of November 27, 2002, by each Subsidiary Guarantor in favor of the Lenders and the Administrative Agent, as previously amended and as amended by the Omnibus Amendment and Reaffirmation Agreement, pursuant to which each Subsidiary Guarantor has guaranteed to the Lenders and the Administrative Agent the payment and performance of the Obligations.

Swap Obligations.  With respect to any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

Synthetic Lease.  Any lease of goods or other property, whether real or personal, which is treated as an operating lease under GAAP and as a loan or financing for U.S. income tax purposes.

Tax Sharing Agreement.  The Amended and Restated Tax Sharing Agreement, dated as of February 28, 2002 by and among the Borrower and the Subsidiaries (as defined therein), previously delivered to the Administrative Agent.

Taxes.  See §4.2.2.

Term SOFR.  means a rate per annum equal to the greater of (a) the sum of (i) Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Term SOFR Determination Day”) that is two (2) Government Securities Business Days prior to the first day of such Interest Period; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on

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the first preceding Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Government Securities Business Day is not more than three (3) Government Securities Business Days prior to such Term SOFR Determination Day plus (ii) the Term SOFR Adjustment, and (b) the Floor.

Term SOFR Adjustment.  means 0.100% per annum.

Term SOFR Administrator means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

Term SOFR Determination Day has the meaning specified in the definition of “Term SOFR”.

Term SOFR Reference Rate means the forward-looking term rate based on SOFR published by the Term SOFR Administrator and displayed on CME’s Market Data Platform (or other commercially available source providing such quotations as may be selected by the Administrative Agent from time to time).

Total Capital.  As of any date of determination, an amount equal to the sum of (a) Total Debt as of such date plus (b) Total Equity as of such date.

Total Commitment.  The sum of the Commitments of the Lenders, as in effect from time to time.  On the Closing Date, the Total Commitment shall be equal to $30,000,000.  On the Sixth Amendment Effective Date, the Total Commitment shall be equal to $50,000,000. On the Seventh Amendment Effective Date, the Total Commitment shall be equal to $100,000,000

Total Debt. As of any date of determination, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis outstanding as of such date, determined in accordance with GAAP.

Total Equity.  As of any date of determination, the total shareholders' equity (or equivalent) of the Borrower and its Subsidiaries on a consolidated basis as of such date, determined in accordance with GAAP, but excluding accumulated other comprehensive income (AOCI).

Type.  As to any Loan, its nature as a Base Rate Loan or a SOFR Loan.

Unadjusted Benchmark Replacement.  means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

Unpaid Reimbursement Obligation.  Any Reimbursement Obligation for which the Borrower does not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance with, §2.9.6.

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Voting Stock.  Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

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(d)Term SOFR Conforming Changes.  In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Loan Document.  The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

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Each such payment shall be made to the Administrative Agent at the Administrative Agent’s Office in immediately available funds.  Interest on any and all amounts remaining unpaid by the Borrower under this §2.9.6 at any time from the date such amounts become due and payable (whether as stated in this §2.9.6, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate calculated in accordance with §4.10 for Revolving Credit Loans.

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(a)the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or

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(b)the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

the Administrative Agent will promptly so notify the Borrower and each Lender.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent (with respect to clause (b) above, at the instruction of the Required Lenders) revokes such notice.  Upon the Borrower’s receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.  Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 4.6.  Subject to Section 4.12, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

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then, and in each such case, the Borrower will, upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum.

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(a)Benchmark Replacement.  Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Credit Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(b)Benchmark Replacement Conforming Changes.  In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any

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amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Loan Document.

(c)Notices; Standards for Decisions and Determinations.  The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.  The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.12(d) and (y) the commencement of any Benchmark Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.12.

(d)Unavailability of Tenor of Benchmark.  Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Benchmark Unavailability Period.  Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately.  During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the

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then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

The Borrower represents and warrants to the Lenders and the Administrative Agent as follows:

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The Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any Loans:

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The Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any Loans:

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provided, however, that, with the exception of demand deposits referred to in §8.3(b) and Investments permitted by §8.3(g) and (k), all such Investments by the Borrower or any Subsidiary Guarantor will be considered Investments permitted by this §9.3 only if all actions have been taken to the reasonable satisfaction of the Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority perfected security interest in all of such Investments free of all Liens other than Permitted Liens.

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In the event any new Subsidiary is formed as a result of or in connection with any Permitted Acquisition, simultaneously therewith, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Subsidiary.  In the case of the Borrower forming or purchasing such Subsidiary, such Subsidiary (other than any Insurance Subsidiary) shall become a Subsidiary Guarantor hereunder, and shall grant to the Administrative Agent for the benefit of the Lenders a perfected, first priority security interest in its assets, in accordance with the terms of the Security Agreement and the other Security Documents.  Notwithstanding anything herein to the contrary, no Subsidiary of the Borrower shall be required to become a Subsidiary Guarantor hereunder unless and until the Borrower’s aggregate Investment (including, without limitation any consideration in respect of the purchase price by the Borrower) in such Subsidiary shall exceed $35,000,000 at any time (provided, that for purposes of this Section 8.5.1, the outstanding amount of an Investment shall be calculated net of all amounts received by the Borrower from such Subsidiary (including by way of dividend, interest or otherwise)).

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The Borrower covenants and agrees that, so long as any Loan or Note is outstanding or any Lender has any obligation to make any Loans:

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The obligations of the Lenders to make the initial Loans shall be subject to the satisfaction of the following conditions precedent on or prior to the Closing Date:

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The obligations of the Lenders to make any Loan, in each case whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:

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then, and in any such event, so long as the same may be continuing, the Administrative Agent may, and upon the request of the Required Lenders shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §§12.1(g) or 12.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Administrative Agent or any Lender.

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Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand, overnight courier or facsimile to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer or the confirmed sending of such facsimile and (ii) if sent by registered or certified first-class mail, postage prepaid, on the third Business Day following the mailing thereof.

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No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon.  No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto.  No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

If in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Credit Agreement as contemplated by this §15.12 (other than with respect to increasing the amount of the applicable Commitments of any of the Lenders), the consent of the Required Lenders is obtained, but the consent of one or more other Lenders whose consent is required for such action is not obtained, then the Borrower shall have the right to replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to and in accordance with the provisions of §4.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination and the other applicable provisions of §4.11 with respect thereto are complied with in connection with such replacement.

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IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a sealed instrument as of the date first set forth above.

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SCHEDULE 1

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