exv4w5w2






Exhibit 4.5.2




Execution




     This AMENDMENT NO. 2 (this “Amendment”),
 dated as of June 20, 2008 among MGIC INVESTMENT
CORPORATION, a Wisconsin corporation (the “Company”), BNP Paribas, as administrative agent for
the Banks (the “Agent”) and the several financial institutions from time to time party under the
Agreement referred to below (collectively, the “Banks”; individually, a “Bank”).



RECITALS




     WHEREAS, the Company, such Banks and the Agent are parties to a Five-Year Credit Agreement
dated as of March 31, 2005 (as modified and supplemented and in effect from time to time, the
“Agreement”), providing, subject to the terms and conditions thereof, a credit facility to be
made available by such Banks to the Company; and



     WHEREAS, the Company, the Banks and the Agent desire to amend the Agreement in certain
respects as provided herein.



     NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:



     SECTION 1. DEFINITIONS. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Agreement.



     SECTION 2. AMENDMENTS. Effective as of the date hereof as provided in Section 4 of
this Amendment No. 2, the Agreement is hereby amended as follows:



     (a) References in the Agreement to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Agreement
as amended hereby.




(b) Section 1.1 of the Agreement is hereby amended by amending the following definitions (to
the extent already included in said Section 1.1) and adding the following definitions in the
appropriate alphabetical location (to the extent not already included in said Section 1.1):




     “Applicable Margin” means, for any date of determination, a percentage equal
to the Applicable Margin set forth in the following table, corresponding to the Financial
Strength Rating of MGIC from Moody’s and S&P on such date:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	Applicable	 	 	 	 
	 	 	 	 	 	 	Margin for	 	Margin for	 	 	 	 
	 	 	Financial	 	Base Rate	 	Offshore Rate	 	Facility	 	Utilization
	Level	 	Strength Rating	 	Loans	 	Loans	 	Fee	 	Fee
	I
	 	AA+/Aal or greater	 	 	0.550	%	 	 	1.550	%	 	 	0.150	%	 	 	0.050	%
	II
	 	AA/Aa2	 	 	0.775	%	 	 	1.775	%	 	 	0.175	%	 	 	0.050	%
	III
	 	AA-/Aa3	 	 	0.900	%	 	 	1.900	%	 	 	0.250	%	 	 	0.100	%
	IV
	 	 	A+/A1	 	 	 	1.025	%	 	 	2.025	%	 	 	0.350	%	 	 	0.125	%
	V
	 	 	A/A2	 	 	 	1.125	%	 	 	2.125	%	 	 	0.500	%	 	 	0.125	%
	VI
	 	Less than A/A2	 	 	1.225	%	 	 	2.225	%	 	 	0.625	%	 	 	0.150	%






 









 







provided, that if the Financial Strength Rating assigned to MGIC by S&P differs
from the Financial Strength Rating assigned to MGIC by Moody’s by no more than one level,
the level corresponding to the higher Financial Strength Rating shall apply, and
provided further that if the Financial Strength Rating assigned to MGIC by S&P
differs from the Financial Strength Rating assigned to MGIC by Moody’s by more than one
level, the level corresponding to the level one below the higher Financial Strength Rating
shall apply. The Applicable Margin shall change simultaneously with any change in the
Financial Strength Rating.




     “Consolidated Net Worth” means, at any time, the sum of the Company’s
consolidated stockholders’ equity (as determined in accordance with GAAP) plus, to
the extent not included in such consolidated stockholders’ equity, the aggregate
outstanding principal amount of the Company’s 9% Convertible Junior Subordinated
Debentures due 2063.




     “Minimum Equity Amount” means $2,000,000,000; provided that if as of
June 30, 2009, Consolidated Net Worth equals or exceeds $2,750,000,000, the Minimum Equity
Amount shall be $2,250,000,000 at all times from and after June 30, 2009.




(c) Section 7.8(a) of the Agreement is hereby amended and restated in its entirety as
follows:




     (a) Consolidated Net Worth to be less than the Minimum Equity Amount; or



     SECTION 3. REPRESENTATIONS.



     The Company hereby represents and warrants as of the date hereof as follows:



     (a) this Amendment has been duly executed and delivered by it and constitutes its legal,
valid and binding obligation enforceable against it in accordance with its terms, except as
enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws
affecting the enforcement of creditors’ rights generally or by general principles of equity;



     (b) the representations and warranties of the Company set forth in Article V of the
Agreement (other than Section 5.5) are true and correct in all material respects on
the date hereof,
as if made on the date hereof (and after giving effect to this Amendment No. 2, and
as if each
reference in said Article V to “this Agreement” includes reference to this Amendment
No. 2),
except to the extent such representations and warranties expressly refer to an
earlier date, in
which case they shall be true and correct as of such earlier date; and



     (c) both immediately before and after giving effect to the amendments under Section 2 hereof, no Default or Event of Default has occurred and is continuing.



     SECTION 4. CONDITIONS TO EFFECTIVENESS.



     The amendments to the Agreement set forth in Section 2 of this Amendment No. 2 shall become
effective, as of July 1, 2008, upon receipt by the Agent of the following:



     (a) the Agent shall have received executed counterparts of this Amendment No. 2
duly executed and delivered by the Majority Banks, the Agent and the Company; and



 









 





     (b) each Consenting Bank shall have received payment of such Consenting
Bank’s amendment fee as provided for in Section 5 below.



     SECTION 5. AMENDMENT FEE.



     The Company hereby agrees to pay to each Bank that has executed this Amendment No. 2, at the
time this Amendment No. 2 becomes effective (each, a “Consenting Bank”), an amount equal to 0.15%
of the aggregate Commitment of such Consenting Bank.



     SECTION 6. MISCELLANEOUS.



     (a) Except as set forth herein, the terms, provisions and conditions of the Agreement shall remain in full force and effect.



     (b) This Amendment may be executed in any number of counterparts (including by
facsimile), and by the different parties hereto on the same or separate counterparts, each of
which shall be
deemed to be an original instrument but all of which together shall constitute one and the
same
agreement.



     (c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     (d) By its signature below, each undersigned Bank hereby instructs the Agent to execute and deliver this Amendment.



[Remainder of Page Intentionally Left Blank]





 









 









     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 
	 	 	AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	BNP Paribas,	 	 
	 	 	As Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jo Ellen Bender
	 	 
	 
	 	 	 	Name: Jo Ellen Bender	 	 
	 
	 

	 	By:
	 	/s/ Nader Tannous

	 	 
	 
	 	 	 	Name: Nader Tannous	 	 






 









 






	 	 	 	 	 	 	 
	 

	 	BANK	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jo Ellen Bender	 	 
	 

	 	 	 	Name: Jo Ellen Bender

Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Pearce	 	 
	 

	 	 	 	Name: Michael Pearce

Title: Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Bank of America, N.A.
	 	 
	 
	 	[Name of Bank]

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James H. Harper	 	 
	 

	 	 	 	Name: James H. Harper

Title: Vice President	 	 






 









 







	 	 	 	 	 	 	 
	 

	 	BANK	 
	 
	 		 	 	 	 
	 
	 		 	U.S. Bank, N.A.	 	 
	 	 	 	 	 
	 

	 	 	 	[Name of Bank]	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	/s/ Caroline V. Krider	 	 
	 

	 	 	 	Name: CAROLINE V. KRIDER

Title: VICE PRESIDENT & SENIOR LENDER	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	The Northern Trust Company
	 	 
	 
	 	[Name of Bank]

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Reid A. Acord	 	 
	 

	 	 	 	Name: Reid A. Acord

Title: 2nd VP	 	 






 









 






	 	 	 	 	 	 	 
	 	 	BANK	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John S. McGill
	 	 
	 
	 	 	 	Name: John S. McGill

Title: Director	 	 
	 
	 

	 	By:	 	/s/ Valerie Shapiro
	 	 
	 

	 	 	 	Name: Valerie Shapiro

Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	MGIC INVESTMENT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ J. Michael Lauer
	 	 
	 
	 	 	 	Name: J. Michael Lauer

Title: EVP & CFO