Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information included pursuant to Item 2.03 is incorporated under this Item 1.01.

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

Our amended and restated $200 million five-year unsecured revolving credit facility (the "Credit Facility") that was entered into on June 22, 2021 (originally entered into on December 19, 2017 and subsequently amended) was scheduled to expire on June 22, 2026. On June 2, 2026, we amended and restated the Credit Facility ("Second Amended Credit Facility") with a syndicate of commercial banks consisting of The Bank of New York Mellon, Citibank, N.A., JP Morgan Chase Bank, N.A., Royal Bank of Canada, The Bank of Nova Scotia, and Wells Fargo Bank, National Association ("Administrative Agent"). No amounts were outstanding under the Credit Facility when we entered into the Second Amended Credit Facility. The Second Amended Credit Facility agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. Proceeds drawn from the Second Amended Credit Facility may be used for general corporate purposes. The material terms of the Second Amended Credit Facility are as set forth below. The following description of the Second Amended Credit Facility is a general description and is qualified in its entirety by reference to the Second Amended Credit Facility.

The Second Amended Credit Facility amends the Credit Facility to, among other things: (i) extend the stated maturity date to June 2, 2031; (ii) modify the Applicable Margin (as defined in the Second Amended Credit Facility); and (iii) adjust certain financial covenants.

Generally, amounts outstanding under the Second Amended Credit Facility bear interest at either a base rate or a SOFR rate. Amounts outstanding bear interest at a periodic rate equal to SOFR or the base rate, plus in either case the Applicable Margin. The Second Amended Credit Facility also permits the issuance of letters of credit. The Applicable Margin is based on our Debt Rating, as defined in the Second Amended Credit Facility, with such margins for SOFR rate loans and letters of credit ranging from 1.00% to 1.625% per annum and for base rate loans ranging from 0.0% to 0.625% per annum. Interest on advances is payable quarterly in arrears for base rate loans and at the end of the interest period for SOFR rate loans. The Second Amended Credit Facility will mature and all amounts outstanding thereunder will be due and payable on the maturity date.

We are required to pay certain fees in connection with the Second Amended Credit Facility. For example, we must pay a commitment fee that is payable quarterly in arrears and is determined by our Debt Rating as defined in the Second Amended Credit Facility. This commitment fee ranges from 0.08% to 0.225% per annum of the unused portion of the $200 million commitment of the lenders under the Second Amended Credit Facility. Additionally, we are required to pay certain fees to the Administrative Agent for administrative services.

The Second Amended Credit Facility contains customary covenants including, but not limited to, the preservation and maintenance of our corporate existence, material compliance with laws, payment of taxes, and maintenance of insurance and of our properties. Further, the Second Amended Credit Facility contains financial covenants including a leverage ratio of consolidated indebtedness to total capitalization, as such terms are defined in the Second Amended Credit Facility, and a minimum consolidated net worth covenant. These financial covenants are computed at the end of each fiscal quarter. The Second Amended Credit Facility includes customary events of default including, but not limited to, the failure to pay any interest, principal or fees when due, the failure to perform any covenant or agreement, inaccurate or false representations or warranties, insolvency or bankruptcy, change of control, the occurrence of certain ERISA events and judgment defaults. No amounts have been drawn under the Second Amended Credit Facility as of the date of this report.