AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT
Execution Copy
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT
AGREEMENT
This AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of November 7, 2025, 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 ▇▇▇▇▇▇▇ 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, pursuant to Section 2.10 of the Credit Agreement, an increase in the Total Commitment in an amount of $20,000,000 (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:
| a) | Composite Credit Agreement. On the Sixth Amendment Effective Date, the Credit Agreement is hereby amended to delete the bold, stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, double-under lined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Annex A hereto. |
| b) | Exhibits and Schedules to Credit Agreement. On the Sixth Amendment Effective Date, (1) Exhibit A to the Credit Agreement (form of Amended and Restated Note) is hereby deleted in its entirety and a new Exhibit A is substituted in its stead as attached hereto as Annex B and (2) Schedule 1 to the Credit Agreement (Lenders and Commitments) is hereby deleted in its entirety and a new Schedule 1 is substituted in its stead as attached hereto in Annex A. |
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| a) | Execution of this Agreement. The execution and delivery of this Agreement by the Borrower, Subsidiary Guarantors, Lenders and Administrative Agent. |
| b) | Other Documents. The Borrower shall deliver to the Administrative Agent (1) a certificate dated as of the Increase Effective Date (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the Commitment Increase, and (ii) certifying that, before and after giving effect to such Commitment Increase, (A) the representations and warranties contained in Article VI of the Amended Credit Agreement and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in §6.4.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of §7.4, and (B) no Default exists, and (2) a Note in the principal amount of $50,000,000. |
| c) | Fee Letter. The Administrative Agent shall have received that certain Fee Letter, dated as of the Sixth Amendment Effective Date, between the Administrative Agent and the Borrower (the “Amendment No. 6 Fee Letter”). |
| d) | Payment of Other Fees and Expenses. All costs, fees, expenses (including, without limitation, reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation due and payable to the Administrative Agent and the applicable Lenders, pursuant to this Agreement, the Amendment No. 6 Fee Letter or the other Loan Documents, shall have been paid (or shall concurrently be paid). |
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| a) | the execution, delivery and performance by the Borrower and each Subsidiary Guarantor of this Agreement have been duly authorized by all necessary corporate action; |
| b) | the Borrower and each Subsidiary Guarantor has the power and authority to execute, deliver and perform its obligations under this Agreement and the Credit Agreement, as amended hereby; and |
| c) | this Agreement constitutes the legal, valid and binding obligations of the Borrower and each Subsidiary Guarantor enforceable against the Borrower and such Subsidiary Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. |
| a) | a favorable legal opinions addressed to the Lenders and the Administrative Agent, in form and substance reasonably satisfactory to the Lenders and the Administrative Agent, from DLA Piper LLP (US), counsel to the Borrower and the Subsidiary Guarantors; |
| b) | the Confirmation Agreement, duly executed by the Borrower and Subsidiary Guarantors; |
| c) | an incumbency certificate from the Borrower and each of the Subsidiary Guarantors, signed by a duly authorized officer of such Person, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of the Borrower and each such Subsidiary Guarantor, each of the Loan Documents to which the Borrower or such Subsidiary Guarantor is or is to become a party; (b) in the case of the Borrower, to make Loan Requests and Conversion Requests; and (c) to give notices and to take other action on its behalf under the Loan Documents; |
| d) | evidence that all corporate (or other) action necessary for the valid execution, delivery and performance by the Borrower and each of the Subsidiary Guarantors of this Agreement, the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, reasonably satisfactory to the Lenders; and |
| e) | copies, certified by a duly authorized officer of the Borrower to be true and complete, of the Governing Documents for each of the Borrower and each of the Subsidiary Guarantors as in effect on such date of certification. |
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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.
BORROWER:
SAFETY INSURANCE GROUP, INC.,
By: | /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Chief Financial Officer
[Safety Insurance – Signature Page to Amendment No. 6 to Amended and Restated Credit Agreement]
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SUBSIDIARY GUARANTORS:
SAFETY MANAGEMENT CORPORATION
By: | /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Chief Financial Officer
Acknowledged and Agreed:
SAFETY NORTHEAST INSURANCE AGENCY, INC. (formerly known as Safety Asset Management Corporation)
By: | /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Chief Financial Officer
[Safety Insurance – Signature Page to Amendment No. 6 to Amended and Restated Credit Agreement]
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LENDER AND ADMINISTRATIVE AGENT:
CITIZENS BANK, N.A., as ▇▇▇▇▇▇ and as Administrative Agent
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Senior Vice President
[Safety Insurance – Signature Page to Amendment No. 6 to Amended and Restated Credit Agreement]
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