ARGO Argo Group International Holdings Ltd

On December 20, 2022, each of Argo Group International Holdings, Ltd., Argo Group US, Inc., Argo International Holdings Limited (“AIH”) and Argo Underwriting Agency Limited (collectively, the “Borrowers”) entered into Amendment No. 3 to the Credit Agreement (“Amendment No. 3”), with JPMorgan Chase Bank, N.A., individually as a lender and as the administrative agent, and the other lender parties signatory thereto, which amends the existing Credit Agreement, dated as of November 2, 2018, as amended (the “Credit Agreement”), among the Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and as a lender, and the other lenders party thereto.

Pursuant to Amendment No. 3, Goldman Sachs Bank USA was added as a lender to the Credit Agreement and the Lenders’ Revolving Commitments were increased from $200 million to $220 million pursuant to, and in accordance with Section 2.09(d) of the Credit Agreement. Amendment No. 3 also updated the minimum Tangible Net Worth requirement.

Amendment No. 3 permits the sale of Argo Underwriting Agency Limited (“AUA”) and its subsidiaries in accordance with the Share Purchase Agreement, dated as of September 8, 2022, between AIH, as seller thereunder, and Ohio Farmers Insurance Company, as buyer thereunder. Amendment No. 3 also removes AIH and AUA as Borrowers under the Credit Agreement upon the completion of such sale.

Amendment No. 3 also updates the benchmark provisions to replace LIBOR with Term SOFR as a reference rate for purposes of calculating interest under the Credit Agreement.

All capitalized terms in this Item 1.01, unless defined herein, have the meanings assigned to them in Amendment No. 3 or the Credit Agreement. The foregoing summary of Amendment No. 3 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 3, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.