exv4w2



 






Exhibit 4.2










FIVE-YEAR

CREDIT AGREEMENT




Dated as of March 31, 2005




Among




MGIC INVESTMENT CORPORATION,




BNP PARIBAS,

as Administrative Agent,




and




THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO




Arranged by




BNP PARIBAS SECURITIES CORP.,

as Sole Lead Arranger and Sole Bookrunner










 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Section	 	 	 	Page	 
	 
	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	1.1
	 	Certain Defined Terms	 	 	1	 
	1.2
	 	Other Interpretive Provisions	 	 	15	 
	1.3
	 	Accounting Principles	 	 	16	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	THE CREDITS	 	 	 	 
	 
	 	 	 	 	 	 
	2.1
	 	Amounts and Terms of Commitments	 	 	16	 
	2.2
	 	Loan Accounts	 	 	16	 
	2.3
	 	Procedure for Borrowing	 	 	17	 
	2.4
	 	Conversion and Continuation Elections	 	 	17	 
	2.5
	 	Voluntary Termination or Reduction of Commitments	 	 	19	 
	2.6
	 	Optional Prepayments	 	 	19	 
	2.7
	 	Commitment Increases	 	 	19	 
	2.8
	 	Repayment	 	 	21	 
	2.9
	 	Interest	 	 	21	 
	2.10
	 	Fees	 	 	21	 
	2.11
	 	Computation of Fees and Interest	 	 	22	 
	2.12
	 	Payments by the Company	 	 	22	 
	2.13
	 	Payments by the Banks to the Agent	 	 	23	 
	2.14
	 	Sharing of Payments, Etc.	 	 	23	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	 	 
	 
	 	 	 	 	 	 
	3.1
	 	Taxes	 	 	24	 
	3.2
	 	Illegality	 	 	25	 
	3.3
	 	Increased Costs and Reduction of Return	 	 	26	 
	3.4
	 	Funding Losses	 	 	26	 
	3.5
	 	Inability to Determine Rates	 	 	27	 
	3.6
	 	Substitution of Banks	 	 	28	 
	3.7
	 	Survival	 	 	28	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	CONDITIONS PRECEDENT	 	 	 	 
	 
	 	 	 	 	 	 
	4.1
	 	Conditions of Initial Loans	 	 	28	 






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	Section	 	 	 	Page	 
	4.2
	 	Conditions to All Borrowings	 	 	29	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	5.1
	 	Corporate Existence and Power	 	 	30	 
	5.2
	 	Corporate Authorization; No Contravention	 	 	30	 
	5.3
	 	Governmental Authorization	 	 	31	 
	5.4
	 	Binding Effect	 	 	31	 
	5.5
	 	Litigation	 	 	31	 
	5.6
	 	No Default	 	 	31	 
	5.7
	 	ERISA Compliance	 	 	31	 
	5.8
	 	Use of Proceeds; Margin Regulations	 	 	32	 
	5.9
	 	Title to Properties	 	 	32	 
	5.10
	 	Taxes	 	 	32	 
	5.11
	 	Financial Condition	 	 	32	 
	5.12
	 	Environmental Matters	 	 	33	 
	5.13
	 	Regulated Entities	 	 	33	 
	5.14
	 	Full Disclosure	 	 	33	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	AFFIRMATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	6.1
	 	Financial Statements	 	 	34	 
	6.2
	 	Certificates; Other Information	 	 	35	 
	6.3
	 	Notices	 	 	35	 
	6.4
	 	Preservation of Corporate Existence, Etc.	 	 	36	 
	6.5
	 	Maintenance of Property	 	 	36	 
	6.6
	 	Insurance	 	 	36	 
	6.7
	 	Payment of Obligations	 	 	36	 
	6.8
	 	Compliance with Laws	 	 	36	 
	6.9
	 	Compliance with ERISA	 	 	36	 
	6.10
	 	Inspection of Property and Books and Records	 	 	37	 
	6.11
	 	Environmental Laws	 	 	37	 
	6.12
	 	Use of Proceeds	 	 	37	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	NEGATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	7.1
	 	Limitation on Liens	 	 	37	 
	7.2
	 	Disposition of Assets	 	 	39	 
	7.3
	 	Consolidations and Mergers	 	 	40	 
	7.4
	 	Limitation on Indebtedness	 	 	40	 
	7.5
	 	Use of Proceeds	 	 	41	 






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	Section	 	 	 	Page	 
	7.6
	 	ERISA	 	 	41	 
	7.7
	 	Change in Business	 	 	41	 
	7.8
	 	Financial Covenants	 	 	41	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	EVENTS OF DEFAULT	 	 	 	 
	 
	 	 	 	 	 	 
	8.1
	 	Event of Default	 	 	41	 
	8.2
	 	Remedies	 	 	43	 
	8.3
	 	Rights Not Exclusive	 	 	44	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	THE AGENT	 	 	 	 
	 
	 	 	 	 	 	 
	9.1
	 	Appointment and Authorization	 	 	44	 
	9.2
	 	Delegation of Duties	 	 	44	 
	9.3
	 	Liability of Agent	 	 	44	 
	9.4
	 	Reliance by Agent	 	 	44	 
	9.5
	 	Notice of Default	 	 	45	 
	9.6
	 	Credit Decision	 	 	45	 
	9.7
	 	Indemnification	 	 	46	 
	9.8
	 	Agent in Individual Capacity	 	 	46	 
	9.9
	 	Successor Agent	 	 	46	 
	9.10
	 	Withholding Tax	 	 	47	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	10.1
	 	Amendments and Waivers	 	 	48	 
	10.2
	 	Notices	 	 	49	 
	10.3
	 	No Waiver; Cumulative Remedies	 	 	49	 
	10.4
	 	Costs and Expenses	 	 	49	 
	10.5
	 	Indemnity	 	 	50	 
	10.6
	 	Payments Set Aside	 	 	50	 
	10.7
	 	Successors and Assigns	 	 	51	 
	10.8
	 	Assignments, Participations, etc.	 	 	51	 
	10.9
	 	Confidentiality	 	 	53	 
	10.10
	 	Set-off	 	 	54	 
	10.11
	 	Margin Stock Not Collateral	 	 	54	 
	10.12
	 	Notification of Addresses, Lending Offices, Etc.	 	 	54	 
	10.13
	 	Counterparts	 	 	54	 
	10.14
	 	Severability	 	 	54	 
	10.15
	 	No Third Parties Benefited	 	 	55	 
	10.16
	 	Governing Law and Jurisdiction	 	 	55	 






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	Section	 	 	 	Page	 
	10.17
	 	Waiver of Jury Trial	 	 	55	 
	10.18
	 	Entire Agreement	 	 	56	 
	10.19
	 	No Bankruptcy Proceedings	 	 	56	 
	10.20
	 	Termination of 2002 Credit Agreement Commitments	 	 	56	 
	10.21
	 	USA Patriot Act	 	 	56	 






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	SCHEDULES
	 	 
	 
	 	 
	Schedule 1.1

	 	List of Persons Not Subsidiaries
	Schedule 2.1

	 	Commitments and Pro Rata Shares
	Schedule 5.5

	 	Litigation
	Schedule 5.7

	 	ERISA
	Schedule 5.11

	 	Permitted Liabilities
	Schedule 5.12

	 	Environmental Matters
	Schedule 7.1

	 	Permitted Liens
	Schedule 10.2

	 	Lending Offices; Addresses for Notices






	 	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A

	 	Form of Notice of Borrowing
	Exhibit B

	 	Form of Notice of Conversion/Continuation
	Exhibit C

	 	Form of Compliance Certificate
	Exhibit D

	 	Form of Legal Opinion of Company’s Counsel
	Exhibit E

	 	Form of Assignment and Acceptance
	Exhibit F

	 	Form of Promissory Note
	Exhibit G

	 	Form of Designation Agreement







-v-









 








FIVE-YEAR CREDIT AGREEMENT




     This FIVE-YEAR CREDIT AGREEMENT is entered into as of March 31, 2005, among MGIC Investment
Corporation, a Wisconsin corporation (the “Company”), the several financial institutions
from time to time party to this Agreement (collectively, the “Banks”; individually, a
“Bank”), and BNP Paribas, as administrative agent for the Banks (in such capacity, the
“Agent”).



     WHEREAS, the Banks have agreed to make available to the Company a credit facility upon the
terms and conditions set forth in this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, the parties agree as follows:



ARTICLE I




DEFINITIONS




     1.1 Certain Defined Terms. The following terms have the following meanings:




     “2002 Credit Agreement” means the Credit Agreement, dated as of May 3, 2002,
among the Company, Bank of America, N.A., as agent, and the other financial institutions
party thereto as lenders, as amended, supplemented or otherwise modified to the date hereof.




     “Acquired Subsidiary” means a Subsidiary (i) the stock or equity interests in
which are acquired (whether by purchase, merger or otherwise) after the date hereof from a
Person or Persons which are not Subsidiaries at the time of such acquisition or (ii) the
majority of the assets of which are acquired (whether by purchase, merger or otherwise)
after the date hereof from a Person or Persons which are not Subsidiaries at the time of
such acquisition.




     “Acquisition” means any transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of a Person, (b)
the acquisition of in excess of 50% of the capital stock, partnership interests or equity of
any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person that is a
Subsidiary), provided that the Company or the Subsidiary is the surviving entity.




     “Affiliate” means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with, such
Person. A Person shall be deemed to control another Person if the controlling Person
possesses, directly or indirectly, the power to direct or cause the direction of the
management and policies of the other Person, whether through the ownership of voting
securities, by contract, or otherwise.




     “Agent” means BNP Paribas in its capacity as administrative agent for the Banks
hereunder, and any successor administrative agent arising under Section 9.9.



 









 






     “Agent-Related Persons” means BNP Paribas and any successor agent arising under
Section 9.9, together with their respective Affiliates (including, in the case of BNP
Paribas, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.




     “Agent’s Payment Office” means the address for payments set forth on the
signature page hereto in relation to the Agent, or such other address as the Agent may from
time to time specify.




     “Agreement” means this Credit Agreement.




     “Annual Statement” means the annual financial statement of any insurance
company as required to be filed with the Department, together with all exhibits or schedules
filed therewith, prepared in conformity with SAP.




     “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	 	 	 	 	 	 	 
	 	 	 	 	Financial	 	 	Margin for	 	 	Margin for	 	 	 	 	 	 	 
	 	 	 	 	Strength	 	 	Base Rate	 	 	Offshore	 	 	Facility	 	 	Utilization	 
	 	Level	 	 	Rating	 	 	Loans	 	 	Rate Loans	 	 	Fee	 	 	Fee	 
	 	I
	 	 	AA+/Aa1 or greater
	 	 	0.00%
	 	 	0.190%
	 	 	0.060%
	 	 	0.050%	 
	 	II
	 	 	AA/Aa2
	 	 	0.00%
	 	 	0.210%
	 	 	0.070%
	 	 	0.050%	 
	 	III
	 	 	AA-/Aa3
	 	 	0.00%
	 	 	0.260%
	 	 	0.090%
	 	 	0.100%	 
	 	IV
	 	 	Less than

AA-/Aa3
	 	 	0.00%
	 	 	0.275%
	 	 	0.125%
	 	 	0.125%	 
	 






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.




     “Arranger” means BNP Paribas Securities Corp., as sole lead arranger and sole
bookrunner.




     “Assignee” has the meaning specified in subsection 10.8(a).




     “Assuming Bank” has the meaning specified in Section 2.7(a).



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     “Attorney Costs” means and includes all fees and disbursements of any law firm
or other external counsel, the non-duplicative allocated cost of internal legal services and
all disbursements of internal counsel.




     “Bank” has the meaning specified in the introductory clause hereto.




     “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.
§101, et seq.).




     “Base Rate” means, for any day, the higher of: (a) 0.50% per annum above the
latest Federal Funds Rate; and (b) the rate of interest established by BNP Paribas as its
prevailing “base rate,” with each change in such rate to be effective for purposes of this
Agreement and the transactions contemplated hereby without necessity of any action on the
part of any Person, on the day on which such change is effective, it being understood that
such rate does not and shall not necessarily reflect the best or lowest rate of interest
available to BNP Paribas’ best or preferred commercial customers. Such rate is a rate set
by BNP Paribas based upon various factors including BNP Paribas’ costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in the
prime rate announced by BNP Paribas shall take effect at the opening of business on the day
specified in the public announcement of such change.




     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.




     “Borrowing” means a borrowing hereunder consisting of Loans of the same Type
made to the Company on the same day by the Banks under Article II, and, other than in the
case of Base Rate Loans, having the same Interest Period.




     “Borrowing Date” means any date on which a Borrowing occurs under Section 2.3.




     “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law to close and,
if the applicable Business Day relates to any Offshore Rate Loan, means such a day on which
dealings are carried on in the applicable offshore dollar interbank market.




     “Capital Adequacy Regulation” means any guideline, request or directive of any
central bank or other Governmental Authority, or any other law, rule or regulation, whether
or not having the force of law, in each case, regarding capital adequacy of any bank or of
any corporation controlling a bank.




     “Change of Control” means the acquisition by any Person, or two or more Persons
acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934) of 35% or more
of the outstanding shares of voting stock of the Company.




     “Closing Date” means the date that the Agent notifies the Company and the Banks
that all conditions precedent set forth in Section 4.1 are satisfied or waived by all



-3-









 






Banks
(or, in the case of subsection 4.1(e), waived by the Person entitled to receive such
payment).




     “Code” means the Internal Revenue Code of 1986, and regulations promulgated
thereunder.




     “Commitment” as to each Bank, has the meaning specified in Section 2.1.




     “Commitment Increase” has the meaning specified in Section 2.7(a).




     “Commitment Increase Date” has the meaning specified in Section 2.7(a).




     “Company” has the meaning specified in the introductory clause hereto.




     “Compliance Certificate” means a certificate substantially in the form of
Exhibit C.




     “Contractual Obligation” means, as to any Person, any provision of any security
issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed
of trust or other instrument, document or agreement to which such Person is a party or by
which it or any of its property is bound.




     “Conversion/Continuation Date” means any date on which, under Section 2.4, the
Company (a) converts Loans of one Type to another Type, or (b) continues as Loans of the
same Type, but with a new Interest Period, Loans having Interest Periods expiring on such
date.




     “Default” means any event or circumstance which, with the giving of notice, the
lapse of time, or both, would (if not cured or otherwise remedied during such time)
constitute an Event of Default.




     “Department” means the applicable Governmental Authority of the state of
domicile of an insurance company responsible for the regulation of said insurance company.




     “Designated Bank” means a special purpose corporation that (a) shall have
become a party to the Agreement pursuant to Section 10.8(f) of the Agreement and (b) is not
otherwise a Bank.




     “Designating Bank” means each Bank that shall designate a Designated Bank
pursuant to Section 10.8(f) of the Agreement.




     “Designation Agreement” means a designation agreement in substantially the form
of Exhibit G to the Credit Agreement, entered into by a Bank and a Designated Bank and
accepted by the Company and the Agent.




     “Dollars”, “dollars” and “$” each mean lawful money of the
United States.



-4-









 






     “Eligible Assignee” means (i) a commercial bank organized under the laws of the
United States, or any state thereof, and having a combined capital and surplus of at least
$100,000,000; (ii) 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 such country, and having a combined capital and surplus of at
least $100,000,000, 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
the OECD; and (iii) a Person that is primarily engaged in the business of commercial banking
and that is (A) a Subsidiary of a Bank, (B) a Subsidiary of a Person of which a Bank is a
Subsidiary, or (C) a Person of which a Bank is a Subsidiary.




     “Environmental Claims” means all claims, however asserted, by any Governmental
Authority or other Person alleging potential liability or responsibility for violation of
any Environmental Law, or for release or injury to the environment.




     “Environmental Laws” means all federal, state or local laws, statutes, common
law duties, rules, regulations, ordinances and codes, together with all administrative
orders, directed duties, requests, licenses, authorizations and permits of, and agreements
with, any Governmental Authorities, in each case relating to environmental matters.




     “ERISA” means the Employee Retirement Income Security Act of 1974, and
regulations promulgated thereunder.




     “ERISA Affiliate” means any trade or business (whether or not incorporated)
under common control with the Company within the meaning of Section 414(b) or (c) of the
Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section
412 of the Code).




     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b)
a withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section
4063 of ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the
Company or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or
the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) an event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability
under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007
of ERISA, upon the Company or any ERISA Affiliate.




     “Eurodollar Reserve Percentage” has the meaning specified in the definition of
“Offshore Rate.”



-5-









 






     “Event of Default” means any of the events or circumstances specified in
Section 8.1.




     “Exchange Act” means the Securities and Exchange Act of 1934, and regulations
promulgated thereunder.




     “FDIC” means the Federal Deposit Insurance Corporation, and any Governmental
Authority succeeding to any of its principal functions.




     “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards to
the nearest 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 on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds 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, and (b) if such
rate is not so published for any day that is a Business Day, the average of the quotations
for such day for such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.




     “Fee Letter” has the meaning specified in subsection 2.10(a).




     “Financial Strength Rating” means the financial strength rating assigned to
MGIC by S&P or Moody’s.




     “FRB” means the Board of Governors of the Federal Reserve System, and any
Governmental Authority succeeding to any of its principal functions.




     “GAAP” means generally accepted accounting principles set forth from time to
time in the opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable stature and
authority within the U.S. accounting profession), which are applicable to the circumstances
as of the date of determination.




     “Governmental Authority” means any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of the
foregoing.




     “Guaranty Obligation” means, as to any Person, without duplication, any direct
or indirect liability of that Person, whether or not contingent, with or without recourse
(but excluding any such liability to the Company or any Affiliate of the Company), with
respect to any Indebtedness, lease or letter of credit (the “primary obligations”) of
another Person (the “primary obligor”), including any obligation of that Person (a) to
purchase, repurchase or otherwise acquire such primary obligations or any security therefor,
(b) to



-6-









 






advance or provide funds for the payment or discharge of any such primary obligation,
or to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency or any balance sheet item, level of income or financial
condition of the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the ability of the
primary obligor to make payment of such primary obligation, or (d) otherwise to assure or
hold harmless the holder of any such primary obligation against loss in respect thereof.
The amount of any Guaranty Obligation shall be deemed equal to the lesser of (i) the stated
or determinable amount of the primary obligation in respect of which such Guaranty
Obligation is made or, if not stated or if indeterminable, the maximum reasonably
anticipated liability in respect thereof, and (ii) the stated maximum amount of such
Guaranty Obligation.




     “Increasing Bank” has the meaning specified in Section 2.7(a).




     “Indebtedness” of any Person means, without duplication, (a) the principal
amount of all indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade and similar
accounts payable and accrued expenses entered into in the ordinary course of business,
employee compensation and pension obligations and other similar obligations, obligations in
respect of trade letters of credit, obligations in respect of earnout and holdbacks and
obligations in respect of customer advances received in the ordinary course of business);
(c) all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) the principal amount of all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (e) the principal amount of all
indebtedness created or arising under any conditional sale or other title retention
agreement (excluding operating leases), or incurred as financing, in either case with
respect to property acquired by the Person (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to repossession or
sale of such property); (f) all obligations with respect to capital leases; (g) all net
obligations with respect to Swap Contracts; (h) the principal amount of all indebtedness
referred to in clauses (a) through (g) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon
or in property (including accounts and contracts rights) owned by such Person, even though
such Person has not assumed or become liable for the payment of such Indebtedness; and (i)
all Guaranty Obligations in respect of indebtedness or obligations of others of the kinds
referred to in clauses (a) through (g) above. The amount of any obligation characterized as
Indebtedness of any Person by reason of clause (h) of this definition but which has not been
assumed by such Person shall be deemed equal to the lesser of (i) the stated or determinable
amount of the primary obligation secured (or subject to a right to be secured by) by the
Lien referred to in such clause or, if not stated or if indeterminable, the maximum
reasonably anticipated liability in respect thereof and (ii) the fair market value of the
property subject (or which may
become subject) to such Lien. For purposes of determining the amount of any
Indebtedness outstanding for any purpose of this Agreement, there shall be no
double-counting of any primary obligation and any other Indebtedness arising by reason of
such



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primary obligation by operation of clause (h) or (i) of this definition.
Notwithstanding the foregoing, the term “Indebtedness” shall not include any obligations of
the Company or any of its Subsidiaries owing to the Company or any of its Subsidiaries.




     “Indemnified Liabilities” has the meaning specified in Section 10.5.




     “Indemnified Person” has the meaning specified in Section 10.5.




     “Independent Auditor” has the meaning specified in subsection 6.1(a).




     “Insolvency Proceeding” means (a) any case, action or proceeding before any
court or other Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshalling of assets for creditors,
or other, similar arrangement in respect of its creditors generally or any substantial
portion of its creditors, undertaken under U.S. Federal, state or foreign law, including the
Bankruptcy Code.




     “Insurance Code” means, with respect to any insurance company, the insurance
code of its state of domicile and any successor statute of similar import, together with the
regulations thereunder, as amended or otherwise modified and in effect from time to time.
References to sections of the Insurance Code shall be construed to also refer to successor
sections.




     “Interest Payment Date” means, as to any Offshore Rate Loan, the last day of
each Interest Period applicable to such Loan (or quarterly, if earlier) and, as to any Base
Rate Loan, quarterly on the last Business Day of each of March, June, September and
December.




     “Interest Period” means, as to any Offshore Rate Loan, the period commencing on
the Borrowing Date of such Loan or on the Conversion/Continuation Date on which the Loan is
converted into or continued as an Offshore Rate Loan, and ending on the date one, two, three
or six months thereafter as selected by the Company in its Notice of Borrowing or Notice of
Conversion/Continuation (or on such other date as all of the Banks may agree);
provided that:




     (i) if any Interest Period would otherwise end on a day that is not a Business
Day, that Interest Period shall be extended to the following Business Day unless, in
the case of an Offshore Rate Loan, the result of such extension would be to carry
such Interest Period into another calendar month, in which event such Interest
Period shall end on the preceding Business Day;




     (ii) any Interest Period pertaining to an Offshore Rate Loan that begins on the
last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and



-8-









 






     (iii) no Interest Period shall extend beyond the Termination Date.




     “IRS” means the Internal Revenue Service, and any Governmental Authority
succeeding to any of its principal functions under the Code.




     “Joint Venture” means a single-purpose corporation, partnership, joint venture
or other similar legal arrangement which is not a Subsidiary (whether created by contract or
conducted through a separate legal entity) now or hereafter formed by the Company or any of
its Subsidiaries with another Person in order to conduct a common venture or enterprise with
such Person and in which the Company or any of its Subsidiaries is an “equity method
investor”.




     “Lending Office” means, as to any Bank, the office or offices of such Bank
specified as its “Lending Office” or “Domestic Lending Office” or “Offshore Lending Office”,
as the case may be, on Schedule 10.2, or such other office or offices as such Bank
may from time to time notify the Company and the Agent.




     “Lien” means any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment for security, charge or deposit arrangement for collateral
purposes, encumbrance, lien (statutory or other) or consensual preferential arrangement of
any kind or nature whatsoever in respect of any property (including those created by,
arising under or evidenced by any conditional sale or other title retention agreement, the
interest of a lessor under a capital lease, any financing lease having substantially the
same economic effect as any of the foregoing, and any contingent or other agreement to
provide any of the foregoing, but not including the interest of a lessor under an operating
lease.




     “Loan” means an extension of credit by a Bank to the Company under Article II,
and may be a Base Rate Loan or an Offshore Rate Loan (each, a “Type” of Loan).




     “Loan Documents” means this Agreement, any Notes and the Fee Letter.




     “Majority Banks” means at any time Banks then holding in excess of 50% of the
then aggregate unpaid principal amount of the Loans, or, if no such principal amount is then
outstanding, Banks then having in excess of 50% of the Commitments.




     “Margin Stock” means “margin stock” as such term is defined in Regulation T, U
or X of the FRB.




     “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the business, liabilities, financial position or results of operations
of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the
ability of the Company to perform its obligations under any Loan Document; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability against the
Company of any Loan Document; provided, however, that the repurchase by the
Company of Company common stock shall not be considered to be a Material Adverse Effect
so long as such repurchase does not give rise to a Default or an Event of Default.



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     “Material Debt” of any Person means, without duplication, all indebtedness for
borrowed money and all obligations evidenced by notes, bonds, debentures or similar
instruments having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or syndicated credit
arrangement) in excess of the greater of $200,000,000 and 5% of the tangible net worth of
such person. Notwithstanding the foregoing, the term “Material Debt” shall not include any
obligations of the Company or any of its Subsidiaries owing to the Company or any of its
Subsidiaries.




     “MGIC” means Mortgage Guaranty Insurance Corporation, a Wisconsin stock
insurance corporation.




     “Moody’s” means Moody’s Investors Service or any successor thereto.




     “Multiemployer Plan” means a “multiemployer plan”, within the meaning of
Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes, is making,
or is obligated to make contributions or, during the preceding three calendar years, has
made, or been obligated to make, contributions.




     “NAIC” means the National Association of Insurance Commissioners or any
successor thereto.




     “Note” means a promissory note executed by the Company in favor of a Bank
pursuant to subsection 2.2(b), in substantially the form of Exhibit F.




     “Notice of Borrowing” means a notice in substantially the form of Exhibit
A.




     “Notice of Conversion/Continuation” means a notice in substantially the form of
Exhibit B.




     “Obligations” means all advances, debts, liabilities, obligations, covenants
and duties arising under any Loan Document owing by the Company to any Bank, the Agent, or
any Indemnified Person, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing or hereafter arising.




     “Offshore Rate” means, for any Interest Period, with respect to Offshore Rate
Loans comprising part of the same Borrowing, the rate of interest per annum (rounded upward
to the next 1/100th of 1%) determined by the Agent pursuant to the following formula:



	 	 	 	 	 
	

	 	Offshore Base Rate
	 	 
	Offshore Rate =

	 	
	 	 
	

	 	1.00 - Eurodollar Reserve Percentage	 	 







Where,



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“Offshore Base Rate” means, for such Interest Period:




     (x) the rate per annum (rounded upward, if necessary, to the higher
1/16th of one percent) equal to the rate determined by the Agent to be the
offered rate that appears on the page of the Telerate Screen that displays
an average British Bankers Association Interest Settlement Rate for deposits
in Dollars (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or




     (y) in the event the rate referenced in the preceding subsection (x)
does not appear on such page or service or such page or service shall cease
to be available, the rate per annum (carried out to the fifth decimal place)
equal to the rate determined by the Agent to be the offered rate on such
other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for delivery
on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, or




     (z) in the event the rates referenced in the preceding subsections (x)
and (y) are not available, the rate per annum determined by the Agent as the
rate of interest at which Dollar deposits (for delivery on the first day of
such Interest Period) in same day funds in the approximate amount of the
applicable Offshore Rate Loan and with a term equivalent to such Interest
Period would be offered by its London Branch to major banks in the offshore
Dollar market at their request at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period.




     “Eurodollar Reserve Percentage” means, for any day during any
Interest Period, the reserve percentage (expressed as a decimal, rounded
upward to the next 1/100th of 1%) in effect on such day, whether or not
applicable to any Lender, under regulations issued from time to time by the
Board of Governors of the Federal Reserve System for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurocurrency funding (currently
referred to as “Eurocurrency liabilities”). The Offshore Rate for each
outstanding Offshore Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.




     The determination of the Eurodollar Reserve Percentage and the Offshore
Base Rate by the Agent shall be conclusive in the absence of manifest error.



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     “Offshore Rate Loan” means a Loan that bears interest based on the Offshore
Rate.




     “Organization Documents” means, for any corporation, the certificate or
articles of incorporation, the bylaws, any certificate of determination or instrument
relating to the rights of preferred shareholders of such corporation, any shareholder rights
agreement, and all applicable resolutions of the board of directors (or any committee
thereof) of such corporation.




     “Other Taxes” means any present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with respect to,
this Agreement or any other Loan Documents, but not including taxes on or taxes measured by
income or any franchise taxes imposed in lieu of income taxes.




     “Participant” has the meaning specified in subsection 10.8(d).




     “PBGC” means the Pension Benefit Guaranty Corporation, or any Governmental
Authority succeeding to any of its principal functions under ERISA.




     “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA which the Company sponsors, maintains, or to which it makes, is
making, or is obligated to make contributions, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time during the
immediately preceding five (5) plan years.




     “Permitted Liens” has the meaning specified in Section 7.1.




     “Person” means an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association, joint
venture or Governmental Authority.




     “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA)
which the Company sponsors or maintains or to which the Company makes, is making, or is
obligated to make contributions and includes any Pension Plan.




     “Pro Rata Share” means, as to any Bank at any time, the percentage equivalent
(expressed as a decimal, rounded to the ninth decimal place) at such time of such Bank’s
Commitment divided by the combined Commitments of all Banks.




     “Replacement Bank” has the meaning specified in Section 3.6.




     “Reportable Event” means, any of the events set forth in Section 4043(b) of
ERISA or the regulations thereunder, other than any such event for which the 30-day notice
requirement under ERISA has been waived in regulations issued by the PBGC.




     “Requirement of Law” means, as to any Person, any law (statutory or common),
treaty, rule or regulation or determination of an arbitrator or of a Governmental



-12-









 






Authority, in each case applicable to or binding upon the Person or any of its property
or to which the Person or any of its property is subject.




     “Responsible Officer” means, as to the Company or any Subsidiary, the chief
executive officer, the president, any senior vice president or any executive vice president
of the Company or such Subsidiary, as the case may be, or any other officer having
substantially the same authority and responsibility; or, with respect to compliance with
financial covenants, the chief financial officer, chief accounting officer, treasurer or any
assistant treasurer of the Company or such Subsidiary, as the case may be, or any other
officer having substantially the same authority and responsibility.




     “S&P” means Standard & Poor’s Ratings Group or any successor thereto.




     “SAP” means, as to any insurance company, the statutory accounting practices
prescribed or permitted by the Department.




     “SEC” means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.




     “Significant Insurance Subsidiary” means, at any time, MGIC and any other
Subsidiary engaged primarily in the business of insurance having at such time total assets
in excess of 20% of total consolidated assets based upon the Company’s most recent annual or
quarterly financial statements delivered to the Agent under Section 6.1.




     “Significant Subsidiary” means, at any time, MGIC and any other Subsidiary
having at such time total (gross) revenues for the preceding four fiscal quarter periods in
excess of the greater of $100,000,000 and 10% of consolidated gross revenues based upon the
Company’s most recent annual or quarterly financial statements delivered to the Agent under
Section 6.1; provided, that MGIC Investor Services Corporation (or any successor
thereto) shall not be deemed a Significant Subsidiary so long as it has total (gross)
revenues for the preceding four fiscal quarter periods not in excess of $200,000,000.




     “Subsidiary” of a Person means any corporation, association, partnership, joint
venture or other business entity of which more than 50% of the voting stock or other equity
interests (in the case of Persons other than corporations), is owned or controlled directly
or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a
combination thereof (such 50% threshold is herein referred to as the “50% Threshold”),
provided, however that Credit-Based Asset Servicing and Securitization LLC,
and Sherman Financial Group LLC and any successors thereto, and any other joint venture in
which the Company or any of its Affiliates is a party if the interests of such Person in
such joint venture do not on the Closing Date satisfy the 50% Threshold, shall not become
Subsidiaries as a result of the acquisition of interests therein from members of the
management of such Persons if the interests so acquired that would, but for this exception,
result in such Person being a Subsidiary under the foregoing definition do not exceed 10% of
the interests in the entity. Any Person identified in Schedule 1.1 by the Company shall not
be deemed a “Subsidiary” of the Company if (a) the Company owns



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more than 50% but less than 100% of the voting stock or other equity interests (in the
case of Persons other than corporations) therein and (b) the total investment (either by
capital contribution, loan, advance or otherwise but excluding any increase in such
investment as a result of the recognition of earnings from a Person identified on such
Schedule) by the Company and its Subsidiaries in all such Persons shall not at any time
exceed the greater of $300,000,000 and 10% of the Company’s shareholders equity. The
Company may amend Schedule 1.1 from time to time upon notice to the Agent. Unless
the context otherwise clearly requires, references here in to a “Subsidiary” refer to a
Subsidiary of the Company.




     “Surety Instruments” means all letters of credit (including standby and
commercial), banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar
instruments.




     “Swap Contract” means any agreement (including any master agreement and any
agreement, whether or not in writing, relating to any single transaction) that is an
interest rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity
option, equity or equity index swap or option, bond option, interest rate option, forward
foreign exchange agreement, rate cap, collar or floor agreement, currency swap agreement,
cross-currency rate swap agreement, swaption, currency option or any other, similar
agreement (including any option to enter into any of the foregoing).




     “Taxes” means any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in the case of
each Bank and the Agent, fines, penalties, interest and additions to tax arising from the
action or inaction of such Bank or Agent and such taxes (including income taxes or franchise
taxes) as are imposed on or measured by each Bank’s net income by the jurisdiction (or any
political subdivision thereof) under the laws of which such Bank or the Agent, as the case
may be, is or was organized, maintains or maintained a lending office or would be subject to
taxation if this Agreement were not in effect.




     “Termination Date” means the earlier to occur of:




     (a) the fifth anniversary of the date hereof; and




     (b) the date on which the Commitments terminate in accordance with the
provisions of this Agreement.




     “Type” has the meaning specified in the definition of “Loan.”




     “Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined
in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412
of the Code for the applicable plan year.




     “United States” and “U.S.” each means the United States of America.



-14-









 






     “Wholly-Owned Subsidiary” means any corporation in which (other than directors’
qualifying shares required by law) 100% of the capital stock of each class having ordinary
voting power, and 100% of the capital stock of every other class, in each case, at the time
as of which any determination is being made, is owned, beneficially and of record, by the
Company, or by one or more of the other Wholly-Owned Subsidiaries, or both.



     1.2 Other Interpretive Provisions



          (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.




          (b) The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a
whole and not to any particular provision of this Agreement; and subsection, Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.




          (c) (i) The term “documents” includes any and all instruments, documents, agreements,
certificates, indentures, notices and other writings, however evidenced.





          (ii) The term “including” is not limiting and means “including without limitation.”




          (iii) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including”; the words “to” and “until” each mean “to
but excluding”, and the word “through” means “to and including.”



          (d) Unless otherwise expressly provided herein, (i) references to agreements (including this
Agreement) and other contractual instruments shall be deemed to include all subsequent amendments
and other modifications thereto, but only to the extent such amendments and other modifications are
not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting the statute or regulation.




          (e) The captions and headings of this Agreement are for convenience of reference only and
shall not affect the interpretation of this Agreement.




          (f) This Agreement and other Loan Documents may use several different limitations, tests or
measurements to regulate the same or similar matters. All such limitations, tests and measurements
are cumulative and shall each be performed in accordance with their terms.




          (g) This Agreement and the other Loan Documents are the result of negotiations among and have
been reviewed by counsel to the Agent, the Company and the other parties, and are the products of
all parties. Accordingly, they shall not be construed against the Banks or the Agent merely
because of the Agent’s or Banks’ involvement in their preparation.




-15-









 








     1.3 Accounting Principles



          (a) Unless the context otherwise clearly requires, all accounting terms not expressly defined
herein shall be construed, and all financial computations required under this Agreement shall be
made, in accordance with GAAP (excluding the effect of FIN 46 issued by the Financial Accounting
Standards Board), consistently applied, except as otherwise required or permitted by GAAP, or with
respect to any financial statements of any insurance company, in accordance with SAP;
provided, however, that if at any time any change in GAAP would affect the
computation of the covenant set forth in Section 7.8(a) and the Company or the Majority Banks shall
so request, the Agent and the Company shall negotiate in good faith to amend such covenant (with
the consent of the Majority Banks) to preserve the original intent thereof, provided that
prior to such amendment such covenant shall be calculated in accordance with GAAP prior to such
change.




          (b) References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of
the Company.




ARTICLE II




THE CREDITS 




     2.1 Amounts and Terms of Commitments. Each Bank severally agrees, on the terms and
conditions set forth herein, to make Loans to the Company from time to time on any Business Day
during the period from the Closing Date to the Termination Date, in an aggregate amount not to
exceed at any time outstanding the amount set forth on Schedule 2.1 (such amount, as the same may
be reduced under Section 2.5 or as a result of one or more assignments under Section 10.8, or as
the same may be increased under Section 2.7, the Bank’s “Commitment”); provided,
however, that, after giving effect to any Borrowing, the aggregate principal amount of all
outstanding Loans shall not at any time exceed the combined Commitments. Within the limits of each
Bank’s Commitment, and subject to the other terms and conditions hereof, the Company may borrow
under this Section 2.1, prepay under Section 2.6 and reborrow under this Section 2.1.



     2.2 Loan Accounts



          (a) The Loans made by each Bank shall be evidenced by one or more loan accounts or records
maintained by such Bank in the ordinary course of business. The loan accounts or records
maintained by the Agent and each Bank shall be conclusive absent manifest error of the amount of
the Loans made by the Banks to the Company and the interest and payments thereon. Any failure so
to record or any error in doing so shall not, however, limit or otherwise affect the obligation of
the Company hereunder to pay any amount owing with respect to the Loans.




          (b) Upon the request of any Bank made through the Agent, the Loans made by such Bank may be
evidenced by one or more Notes, instead of loan accounts. Each such Bank
shall endorse on the schedules annexed to its Note(s) the date, amount and maturity of each
Loan made by it and the amount of each payment of principal made by the Company with respect


-16-









 








thereto. Each such Bank is irrevocably authorized by the Company to endorse its Note(s) and each
Bank’s record shall be conclusive absent manifest error; provided, however, that
the failure of a Bank to make, or an error in making, a notation thereon with respect to any Loan
shall not limit or otherwise affect the obligations of the Company hereunder or under any such Note
to such Bank.




     2.3 Procedure for Borrowing



          (a) Each Borrowing shall be made upon the Company’s irrevocable written notice delivered to
the Agent in the form of a Notice of Borrowing, or (except for the initial borrowing) the Company’s
telephonic notice to the Agent, to be immediately confirmed in writing. Any such notice must be
received by the Agent prior to 11:00 a.m. (New York time) (i) three Business Days prior to the
requested Borrowing Date, in the case of Offshore Rate Loans, and (ii) on the requested Borrowing
Date, in the case of Base Rate Loans, specifying:





          (A) the amount of the Borrowing, which shall be (i) in an aggregate minimum amount of
$10,000,000 or any multiple of $1,000,000 in excess thereof, in the case of Offshore Rate
Loans, and (ii) in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000
in excess thereof, in the case of Base Rate Loans;




          (B) the requested Borrowing Date, which shall be a Business Day;




          (C) the Type of Loans comprising the Borrowing; and




          (D) with respect to Offshore Rate Loans, the duration of the Interest Period applicable
to such Loans included in such notice. If the Notice of Borrowing fails to specify the
duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such
Interest Period shall be three months.



          (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of
the amount of such Bank’s Pro Rata Share of that Borrowing.




          (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the
Agent for the account of the Company at the Agent’s Payment Office by 1:00 p.m. (New York time) on
the Borrowing Date requested by the Company in funds immediately available to the Agent. The
proceeds of all such Loans will then be made available to the Company by the Agent at such office
by crediting the account of the Company on the books of BNP Paribas with the aggregate of the
amounts made available to the Agent by the Banks and in immediately available funds.




          (d) After giving effect to any Borrowing, there may not be more than 12 different Interest
Periods in effect.




     2.4 Conversion and Continuation Elections(a) The Company may, upon irrevocable written
notice to the Agent in accordance with subsection 2.4(b):




          (i) elect, as of any Business Day, in the case of Base Rate Loans, or as of the last
day of the applicable Interest Period, in the case of Offshore Rate Loans, to



-17-









 






convert any
such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an
integral multiple of $1,000,000 in excess thereof) into Loans of the other Type; or




          (ii) elect, as of the last day of the applicable Interest Period, to continue any
Loans having Interest Periods expiring on such day (or any part thereof in an amount not
less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess
thereof);



provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any
Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than
$10,000,000, such Offshore Rate Loans shall automatically convert into Base Rate Loans.




          (b) The Company shall deliver a Notice of Conversion/Continuation to be received by the Agent
not later than 11:00 a.m. (New York time) at least (i) three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued as Offshore Rate
Loans; and (ii) on the Conversion/Continuation Date, if the Loans are to be converted into Base
Rate Loans, specifying:





          (A) the proposed Conversion/Continuation Date;




          (B) the aggregate amount of Loans to be converted or continued;




          (C) the Type of Loans resulting from the proposed conversion or continuation; and




          (D) in the case of continuation of, or conversion into, Offshore Rate Loans, the
duration of the requested Interest Period.



          (c) If upon the expiration of any Interest Period for Offshore Rate Loans, the Company has
failed to select timely a new Interest Period to be applicable to such Offshore Rate Loans, the
Company shall be deemed to have selected a one month Interest Period for such Offshore Rate Loan.




          (d) If upon the expiration of any Interest Period for Offshore Rate Loans, any Event of
Default then exists, the Company shall be deemed to have elected to convert such Offshore Rate
Loans into Base Rate Loans effective as of the expiration date of such Interest Period.




          (e) The Agent will promptly notify each Bank of its receipt of a Notice of
Conversion/Continuation, or, if no timely notice is provided by the Company, the Agent will
promptly notify each Bank of the details of any automatic conversion. All conversions and
continuations shall be made ratably according to the respective outstanding principal amounts of
the Loans with respect to which the notice was given held by each Bank.




          (f) Unless the Majority Banks otherwise agree, during the existence of an Event of Default,
the Company may not elect to have a Loan converted into or continued as an Offshore Rate Loan.




-18-









 








          (g) After giving effect to any conversion or continuation of Loans, there may not be more than
12 different Interest Periods in effect.




     2.5 Voluntary Termination or Reduction of Commitments. Unless, after giving effect thereto
and to any prepayments of Loans made on the effective date thereof, the then-outstanding principal
amount of the Loans would exceed the amount of the combined Commitments then in effect, the Company
may, upon not less than three Business Days’ prior notice to the Agent, terminate the Commitments,
or permanently reduce the Commitments by an aggregate minimum amount of $10,000,000 or any multiple
of $1,000,000 in excess thereof. Once reduced in accordance with this Section, the Commitments may
not be increased. Any reduction of the Commitments shall be applied to each Bank according to its
Pro Rata Share. All accrued facility fees to, but not including the effective date of any
reduction or termination of Commitments, shall be paid on the effective date of such reduction or
termination. Each notice of a termination or reduction of Commitments shall be irrevocable, except
that a notice of termination of the Commitments may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by the Company
(by notice to the Agent on or prior to the specified effective date) if such condition is not
satisfied.



     2.6 Optional Prepayments. Subject to Section 3.4, the Company may, at any time or from
time to time, upon notice to the Agent received not later than 11:00 a.m. (New York time) on the
date of prepayment (in the case of Base Rate Loans) or three Business Days’ irrevocable notice to
the Agent (in the case of Offshore Rate Loans), ratably prepay Loans in whole or in part, in
minimum amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof. Such notice of
prepayment shall specify the date and amount of such prepayment and the Type(s) of Loans to be
prepaid. The Agent will promptly notify each Bank of its receipt of any such notice, and of such
Bank’s Pro Rata Share of such prepayment. Each notice of prepayment shall be irrevocable, except
that if a notice of prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.5, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.5. If such notice is given by
the Company and not revoked as aforesaid, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified therein, together
with accrued interest to each such date on the amount prepaid (except for amounts prepaid on Base
Rate Loans) and any amounts required pursuant to Section 3.4.



2.7 Commitment Increases




          (a) The Company may, at any time or from time to time, propose that the Commitments hereunder
be increased (each such proposed increase being a “Commitment Increase”) by notice to the
Agent, specifying each existing Bank (each an “Increasing Bank”) and/or each additional
bank (each an “Assuming Bank”) that, in the case of each Increasing Bank and each Assuming
Bank, shall have agreed in its sole discretion to an additional Commitment and the date on which
such increase is to be effective (the “Commitment Increase Date”), which shall be a
Business Day at least three Business Days after delivery of such notice and 30 days prior to the
Termination Date; provided that:




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          (i) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount
of the increase of the Commitment of any Increasing Lender, as part of such Commitment
Increase shall be $25,000,000 or a larger multiple of $5,000,000;




          (ii) immediately after giving effect to such Commitment Increase, the total Commitments
of all of the Banks hereunder shall not exceed $500,000,000;




          (iii) no Default or Event of Default shall have occurred and be continuing on such
Commitment Increase Date or shall result from the proposed Commitment Increase; and




          (iv) the representations and warranties contained in this Agreement shall be true and
correct in all material respects on and as of the Commitment Increase Date as if made on and
as of such date (or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date).



          (b) Effectiveness of Commitment Increase by Company. The Assuming Bank, if any, shall
become a Bank hereunder as of such Commitment Increase Date and the Commitment of any Increasing
Bank and such Assuming Bank shall be increased as of such Commitment Increase Date;
provided that:





          (i) the Agent shall have received on or prior to 11:00 a.m. (New York time) on
such Commitment Increase Date a certificate of a duly authorized officer of the
Company stating that each of the applicable conditions to such Commitment Increase
set forth in the foregoing paragraph (a) has been satisfied; and




          (ii) each Assuming Bank or Increasing Bank shall have delivered to the Agent,
on or prior to 11:00 a.m. (New York time) on such Commitment Increase Date, an
agreement, in form and substance satisfactory to the Company and the Agent, pursuant
to which such Bank shall, effective as of such Commitment Increase Date, undertake a
Commitment or an increase of Commitment, duly executed by such Assuming Bank or
Increasing Bank, as the case maybe, and the Company and acknowledged by the Agent.



          (c) Recordation into Register. Upon its receipt of an agreement referred to in clause
(b)(ii) above executed by an Assuming Bank or any Increasing Bank, together with the certificate
referred to in clause (b)(i) above, the Agent shall, if such agreement has been completed, (i)
accept such agreement, (ii) record the information contained therein in its loan accounts or
records and (iii) give prompt notice thereof to the Company.




          (d) Adjustments of Borrowings upon Effectiveness of Increase. In the event that the
Agent shall have received notice from the Company as to any agreement with respect to a Commitment
Increase on or prior to the relevant Commitment Increase Date and the actions provided for in
clauses (b)(i) and (b)(ii) above shall have occurred by 11:00 a.m. (New York time) on such
Commitment Increase Date, the Agent shall notify the Banks (including any Assuming Banks) of the
occurrence of such Commitment Increase Date promptly on such date


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by facsimile transmission or
electronic messaging system. On the date of such Commitment Increase, the Company shall prepay
outstanding Loans and borrow new Loans (which prepayments and borrowings may be made on a
non-ratable basis) in such amounts, so that, after giving effect thereto, the Loans (and Interest
Periods) are held ratably by the Banks in accordance with the respective Commitments of such Banks
(after giving effect to such Commitment Increase) and (iii) pay to the Banks the amounts, if any,
payable under Section 3.4 as a result of any such prepayment.




     2.8 Repayment. The Company shall repay to the Banks on the Termination Date the
aggregate principal amount of Loans outstanding on such date.



     2.9 Interest



          (a) Each Loan shall bear interest on the outstanding principal amount thereof from the
applicable Borrowing Date at a rate per annum equal to the Offshore Rate or the Base Rate, as the
case may be (and subject to the Company’s right to convert to other Types of Loans under Section
2.4), plus the Applicable Margin.




          (b) Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest
shall also be paid upon payment in full thereof and, during the existence of any Event of Default,
interest shall be paid on demand of the Agent at the request or with the consent of the Majority
Banks.




          (c) Notwithstanding subsection (a) of this Section, while any Event of Default exists or after
acceleration, the Company shall, if requested by the Majority Banks, pay interest (after as well as
before entry of judgment thereon to the extent permitted by law) on the principal amount of all
outstanding Loans, at a rate per annum which is determined by adding 2.00% per annum to the
applicable rate then in effect for such Loans (as determined pursuant to clause (a) above);
provided, however, that, on and after the expiration of any Interest Period
applicable to any Offshore Rate Loan outstanding on the date of occurrence of such Event of Default
or acceleration, the principal amount of such Loan shall, if requested by the Majority Banks,
during
the continuation of such Event of Default or after acceleration, bear interest at a rate per
annum equal to the Base Rate plus 2.00%.




          (d) Anything herein to the contrary notwithstanding, the obligations of the Company to any
Bank hereunder shall be subject to the limitation that payments of interest shall not be required
for any period for which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank would be contrary to the provisions of
any law applicable to such Bank limiting the highest rate of interest that may be lawfully
contracted for, charged or received by such Bank, and in such event the Company shall pay such Bank
interest at the highest rate permitted by applicable law.




     2.10 Fees



          (a) Arrangement, Agency Fees. The Company shall pay an arrangement fee to the
Arranger for the Arranger’s own account, and shall pay an agency fee to the Agent for the Agent’s
own account, as required by the letter agreement (“Fee Letter”) between the Company, the
Arranger and the Agent dated March 2, 2005.




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          (b) Facility Fees. The Company shall pay to the Agent for the account of each Bank a
facility fee on the actual daily amount of such Bank’s Commitment (whether or not used), computed
on a quarterly basis in arrears on the last Business Day of each calendar quarter, equal to the
percentage set forth in the definition of Applicable Margin corresponding to the Financial Strength
Ratings for each date during such period per annum. Such facility fee shall accrue from the
Closing Date to the Termination Date and shall be due and payable quarterly in arrears on the last
Business Day of each of March, June, September and December, with the final payment to be made on
the Termination Date. The facility fees provided in this subsection shall accrue at all times
after the above-mentioned commencement date, including at any time during which one or more
conditions in Article IV are not met.




          (c) Usage Fees. The Company shall pay to the Agent for the account of each Bank a
usage fee on the actual daily utilization of such Bank’s Commitment at any time that such
utilization exceeds one-half of such Bank’s Commitment, computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter, equal to the percentage set forth under
“Utilization Fee” in the definition of Applicable Margin corresponding to the Financial Strength
Ratings for each date during such period per annum. Such usage fee shall accrue from the Closing
Date to the Termination Date and shall be due and payable quarterly in arrears on the last Business
Day of each of March, June, September and December, with the final payment to be made on the
Termination Date. The usage fees provided in this subsection shall accrue at all times after the
above-mentioned commencement date, including at any time during which one or more conditions in
Article IV are not met.




     2.11 Computation of Fees and Interest



          (a) All computations of interest in respect of Base Rate Loans based on BNP Paribas’ “base
rate” shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more interest being paid than if computed on
the basis of a 365-day year). Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last day thereof.




          (b) Each determination of an interest rate by the Agent shall be conclusive and binding on the
Company and the Banks in the absence of manifest error.




     2.12 Payments by the Company



          (a) All payments to be made by the Company shall be made without set-off, recoupment or
counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be
made to the Agent for the account of the Banks at the Agent’s Payment Office, and shall be made in
dollars and in immediately available funds, no later than 2:00 p.m. (New York time) on the date
specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other
applicable share as expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than 2:00 p.m. (New York time) shall be deemed to have been
received on the following Business Day and any applicable interest or fee shall continue to accrue.




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          (b) Subject to the provisions set forth in the definition of “Interest Period” herein,
whenever any payment is due on a day other than a Business Day, such payment shall be made on the
following Business Day, and such extension of time shall in such case be included in the
computation of interest or fees, as the case may be.




          (c) Unless the Agent receives notice from the Company prior to the date on which any payment
is due to the Banks that the Company will not make such payment in full as and when required, the
Agent may assume that the Company has made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Bank on such due date an amount equal to the amount then due such
Bank. If and to the extent the Company has not made such payment in full to the Agent, each Bank
shall repay to the Agent on demand such amount distributed to such Bank, together with interest
thereon at the Federal Funds Rate for each day from the date such amount is distributed to such
Bank until the date repaid.




     2.13 Payments by the Banks to the Agent



          (a) Unless the Agent receives notice from a Bank on or prior to the Closing Date or, with
respect to any Borrowing after the Closing Date, on or prior to the date of such Borrowing, that
such Bank will not make available as and when required hereunder to the Agent for the account of
the Company the amount of that Bank’s Pro Rata Share of the Borrowing, the Agent may assume that
each Bank has made such amount available to the Agent in immediately available funds on the
Borrowing Date and the Agent may (but shall not be so required), in reliance upon such assumption,
make available to the Company on such date a corresponding amount. If and to the extent any Bank
shall not have made its full amount available to the Agent in immediately available funds and the
Agent in such circumstances has made available to the Company such amount, that Bank shall on the
Business Day following such Borrowing Date make such amount available to the Agent, together with
interest at the Federal Funds Rate for each day during such period. A notice of the Agent
submitted to any Bank with respect to amounts owing under this subsection (a) shall be conclusive,
absent manifest error. If such amount is so made available, such payment to the Agent shall
constitute such Bank’s Loan on the date of Borrowing for all purposes of this Agreement. If such
amount is not made available to the Agent on the Business Day following the Borrowing Date, the
Agent will notify the Company of such failure to fund and, upon demand by the Agent, the Company
shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each
day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing; provided, however,
that the Agent may, solely at its option, make available a Loan to the Company in an amount not to
exceed the Pro Rata Share of such Bank and such Loan shall be payable to the Agent.




          (b) The failure of any Bank to make any Loan on any Borrowing Date shall not relieve any other
Bank of any obligation hereunder to make a Loan on such Borrowing Date, but no Bank shall be
responsible for the failure of any other Bank to make the Loan to be made by such other Bank on any
Borrowing Date.




     2.14 Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any
Bank shall obtain on account of the Loans made by it any payment (whether voluntary,



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involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata Share, such
Bank shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Banks
such participations in the Loans made by them as shall be necessary to cause such purchasing Bank
to share the excess payment pro rata with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from the purchasing Bank, such
purchase shall to that extent be rescinded and each other Bank shall repay to the purchasing Bank
the purchase price paid therefor, together with an amount equal to such paying Bank’s ratable share
(according to the proportion of (i) the amount of such paying Bank’s required repayment to (ii) the
total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable
by the purchasing Bank in respect of the total amount so recovered. The Company agrees that any
Bank so purchasing a participation from another Bank may, to the fullest extent permitted by law,
exercise all its rights
of payment (including the right of set-off, but subject to Section 10.9) with respect to such
participation as fully as if such Bank were the direct creditor of the Company in the amount of
such participation. The Agent will keep records (which shall be conclusive and binding in the
absence of manifest error) of participations purchased under this Section and will in each case
notify the Banks following any such purchases or repayments.



ARTICLE III




TAXES, YIELD PROTECTION AND ILLEGALITY 




     3.1 Taxes



          (a) Any and all payments by the Company to each Bank or the Agent under this Agreement and any
other Loan Document shall be made free and clear of, and without deduction or withholding for any
Taxes. In addition, the Company shall pay all Other Taxes.




          (b) The Company agrees to indemnify and hold harmless each Bank and the Agent for the full
amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section) paid by the Bank or the Agent and any liability (including
expenses, penalties, fines, interest and additions to tax (except expenses, penalties, fines,
interest and additions to tax arising as a result of the action or inaction of the Agent or the
applicable Bank)) arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted. Payment under this indemnification shall be made within
30 days after the date the Bank or the Agent makes written demand therefor accompanied by a
certificate showing in reasonable detail the calculation of such amount.




          (c) If the Company shall be required by law to deduct or withhold any Taxes or Other Taxes
from or in respect of any sum payable hereunder to any Bank or the Agent, then:





          (i) the sum payable shall be increased as necessary so that after making all required
deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section) such Bank or the Agent, as the case may be,
receives an amount equal to the sum it would have received had no such deductions or
withholdings been made;



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          (ii) the Company shall make such deductions and withholdings;




          (iii) the Company shall pay the full amount deducted or withheld to the relevant
taxing authority or other authority in accordance with applicable law; and




          (iv) the Company shall also pay to each Bank or the Agent for the account of such
Bank, without duplication, at the time interest is paid, all additional amounts which the
respective Bank specifies as necessary to preserve the after-tax yield the Bank would have
received if such Taxes or Other Taxes had not been imposed.



          (d) Within 30 days after the date of any payment by the Company of Taxes or Other Taxes, the
Company shall furnish the Agent the original or a copy of a receipt evidencing payment thereof, or
other evidence of payment satisfactory to the Agent.




          (e) If the Company is required to pay additional amounts to any Bank or the Agent pursuant to
subsection (c) of this Section, then such Bank shall use reasonable efforts (consistent with legal
and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate
any such additional payment by the Company which may thereafter accrue, if such change in the
judgment of such Bank is not otherwise materially disadvantageous to such Bank.




          (f) Any Bank or Agent requesting a payment under this Section 3.1 shall provide the Company
contemporaneously with any demand for payment by the Company hereunder with a Certificate setting
forth in reasonable detail the calculation of such payment.




     3.2 Illegality



          (a) If, after the date of this Agreement, any Bank reasonably determines that the introduction
of any Requirement of Law, or any change in any Requirement of Law, or in the interpretation or
administration of any Requirement of Law, has made it unlawful, or that any central bank or other
Governmental Authority has asserted that it is unlawful, for any Bank or its applicable Lending
Office to make Offshore Rate Loans, then, on notice thereof by the Bank to the Company through the
Agent, any obligation of that Bank to make Offshore Rate Loans shall be suspended until the Bank
notifies the Agent and the Company that the circumstances giving rise to such determination no
longer exist.




          (b) If a Bank reasonably determines that it is unlawful to maintain any Offshore Rate Loan,
the Company shall, upon its receipt of notice of such fact and demand from such Bank (with a copy
to the Agent), prepay in full such Offshore Rate Loans of that Bank then outstanding, together with
interest accrued thereon and amounts required under Section 3.4, either on the last day of the
Interest Period thereof, if the Bank may lawfully continue to maintain such Offshore Rate Loans to
such day, or immediately, if the Bank may not lawfully continue to maintain such Offshore Rate
Loan. If the Company is required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company shall borrow from the affected Bank, in the amount of such repayment, a
Loan at the Federal Funds Rate plus 0.50% per annum, with interest payable on the dates on which
interest on Base Rate Loans would be payable.




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     3.3 Increased Costs and Reduction of Return



          (a) If any Bank reasonably determines that after the date of this Agreement, due to either (i)
the introduction of or any change (other than any change by way of imposition of or increase in
reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation
of any law or regulation or (ii) the compliance by that Bank with any guideline or
request from any central bank or other Governmental Authority (whether or not having the force
of law) (any event referred to in the preceding clause (i) or (ii) being referred to herein as a
“Change in Law”), there shall be any increase in the direct cost to such Bank of agreeing
to make or making, funding or maintaining any Offshore Rate Loans (based on the assumption
contained in the last sentence of Section 3.4 hereof), then the Company shall be liable
for, and shall from time to time, within 30 days after receipt by the Company of written demand,
which demand shall be accompanied by a certificate showing in reasonable detail the calculation of
such amounts (with a copy of such demand to be sent to the Agent), pay to the Agent for the account
of such Bank, such additional amounts as are sufficient to compensate such Bank for such increased
costs; provided, however, that the Company shall not be liable for costs incurred
more than 60 days before such demand was made, except to the extent that such costs result from any
Change in Law having retroactive effect; and further provided that the Company
shall be liable for increased costs only if such costs are also charged to a significant number of
similarly situated borrowers and the determination of such costs so charged is made in accordance
with the methodology set forth in such certificate.




          (b) If any Bank shall have reasonably determined that after the date of this Agreement (i) the
adoption after the date of this Agreement of any Capital Adequacy Regulation, (ii) any change in
any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the
interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office) or
any corporation controlling the Bank with any Capital Adequacy Regulation (any event referred to in
the preceding clause (i), (ii), (iii) or (iv) being referred to herein as a “New Capital
Adequacy Regulation”), affects or would affect the amount of capital required or expected to be
maintained by the Bank or any corporation controlling the Bank and (taking into consideration such
Bank’s or such corporation’s policies with respect to capital adequacy and such Bank’s desired
return on capital) determines that the amount of such capital is increased as a consequence of its
Commitment, loans, credits or obligations under this Agreement, then, within 30 days after receipt
by the Company of written demand (accompanied by a certificate showing in reasonable detail the
calculation of such amount) made by such Bank to the Company through the Agent, the Company shall
pay to the Bank, from time to time as specified by the Bank, additional amounts sufficient to
compensate the Bank for such increase; provided, however, that the Company shall
not be liable for costs incurred more than 60 days before such demand was made, except to the
extent that such costs result from any New Capital Adequacy Regulation having retroactive effect;
and further provided that, the Company shall be liable for increased costs only if
such costs are also charged to a significant number of similarly situated borrowers and the
determination of such costs so charged is made in accordance with the methodology set forth in such
certificate.




     3.4 Funding Losses. Upon five days notice by the relevant Bank accompanied by a
certificate showing in reasonable detail the calculation of such amount, the Company shall



-26-









 







reimburse each Bank and hold each Bank harmless from any loss or expense which the Bank may sustain
or incur as a consequence of:



          (a) the failure of the Company to make on a timely basis any payment of principal of any
Offshore Rate Loan;




          (b) the failure of the Company to borrow, continue or convert a Loan after the Company has
given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/ Continuation;




          (c) the failure of the Company to make any prepayment in accordance with any notice delivered
under Section 2.6 (whether or not the notice of such prepayment is revoked in accordance with said
Section 2.6);




          (d) the prepayment (including pursuant to Section 2.7) or other payment (including after
acceleration thereof) of an Offshore Rate Loan on a day that is not the last day of the relevant
Interest Period; or




          (e) the automatic conversion under Section 2.4 of any Offshore Rate Loan to a Base Rate Loan
on a day that is not the last day of the relevant Interest Period;




including any such loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain its Offshore Rate Loans or from fees payable to terminate the deposits from which
such funds were obtained. For purposes of calculating amounts payable by the Company to the Banks
under this Section and under subsection 3.3(a), each Offshore Rate Loan made by a Bank (and each
related reserve, special deposit or similar requirement) shall be conclusively deemed to have been
funded at the Offshore Base Rate used in determining the Offshore Rate for such Offshore Rate Loan
by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount
and for a comparable period, whether or not such Offshore Rate Loan is in fact so funded.




     3.5 Inability to Determine Rates. If the Agent reasonably determines that for any reason
adequate and reasonable means do not exist for determining the Offshore Rate for any requested
Interest Period with respect to a proposed Offshore Rate Loan, or that the Offshore Rate applicable
pursuant to subsection 2.9(a) for any requested Interest Period with respect to a proposed Offshore
Rate Loan does not adequately and fairly reflect the cost to BNP Paribas of funding such Loan, the
Agent will promptly so notify the Company and each Bank. Thereafter, the obligation of the Banks
to make or maintain Offshore Rate Loans, as the case may be, hereunder shall be suspended until the
Agent revokes such notice in writing (and the Agent shall revoke such notice promptly after
becoming aware that the condition triggering the notice ceases to exist). Upon receipt of such
notice, the Company may revoke any Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it. If the Company does not revoke such Notice, the Banks shall make, convert or
continue the Loans, as proposed by the Company, in the amount specified in the applicable notice
submitted by the Company, but such Loans shall be made, converted or continued as Loans at the
Federal Funds Rate plus 0.50% per annum instead of Offshore Rate Loans with interest payable on the
dates on which interest on Base Rate Loans would be payable.



-27-









 





     3.6 Substitution of Banks. Upon the receipt by the Company from any Bank of a claim for compensation under Section 3.1, 3.2
or 3.3, or if any Lender does not consent to a proposed amendment, modification or waiver of this
Agreement requested by the Company which requires the consent of all of the Banks to become
effective and which is approved by at least the Majority Banks (any Bank making such claim or not
consenting being referred to herein as an “Affected Bank”), the Company may: (i) request
the Affected Bank to use its best efforts to obtain a replacement bank or financial institution
satisfactory to the Company to acquire and assume all or a ratable part of all of such Affected
Bank’s Loans and Commitment (a “Replacement Bank”); (ii) request one more of the other
Banks to acquire and assume all or part of such Affected Bank’s Loans and Commitment (it being
understood and agreed that none of the other Banks shall be required to do so); or (iii) designate
a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be
subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld
or delayed).



     3.7 Survival. The agreements and obligations of the Company in this Article III shall
survive for one year after the payment of all other Obligations.



ARTICLE IV




CONDITIONS PRECEDENT 




     4.1 Conditions of Initial Loans. The effectiveness of the obligation of each Bank to make
its initial Loan hereunder is subject to the condition that the Agent shall have received on or
before March [___], 2005 all of the following, in form and substance satisfactory to the Agent and
each Bank, and in sufficient copies for each Bank:



          (a) Credit Agreement and Notes. This Agreement and the Notes executed by each party
thereto;




          (b) Resolutions; Incumbency.





          (i) Copies of the resolutions of the board of directors or the executive committee of
the board of directors of the Company authorizing the transactions contemplated hereby,
certified as of the Closing Date by the Secretary or an Assistant Secretary of the
Company; and




          (ii) A certificate of the Secretary or Assistant Secretary of the Company certifying
the names and true signatures of the officers of the Company authorized to execute,
deliver and perform, as applicable, this Agreement, and all other Loan Documents to be
delivered by it hereunder;



          (c) Organization Documents; Good Standing. Each of the following documents:





          (i) the articles or certificate of incorporation and the bylaws of the Company as in
effect on the Closing Date, certified by the Secretary or Assistant Secretary of the
Company as of the Closing Date; and



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          (ii) a good standing certificate for the Company from the Secretary of State (or
similar, applicable Governmental Authority) of its state of incorporation;



          (d) Legal Opinion.





          (i) an opinion of the general counsel of the Company addressed to the Agent and the
Banks, substantially in the form of Exhibit D;



          (e) Payment of Fees. Evidence of payment by the Company of all accrued and unpaid
fees, costs and expenses to the extent then due and payable on the Closing Date, together with
Attorney Costs of BNP Paribas to the extent invoiced prior to or on the Closing Date; including any
such costs, fees and expenses arising under or referenced in Sections 2.10 and 10.4;




          (f) Certificate. A certificate signed by a Responsible Officer or Treasurer of the
Company, dated as of the Closing Date, stating that:





          (i) the representations and warranties contained in Article V are true and correct on
and as of such date, as though made on and as of such date;




          (ii) no Default or Event of Default exists or would result from the initial
Borrowing; and




          (iii) there has occurred since December 31, 2004, no event or circumstance that has
resulted or would reasonably be expected to result in a Material Adverse Effect; and




          (iv) all obligations of the Company under the 2002 Credit Agreement have been paid in
full (or will be paid in full with the proceeds of the initial Loan) and the 2002 Credit
Agreement has been (or contemporaneously with such payment will be) terminated; and



          (g) Other Documents. Such other approvals, opinions, documents or materials as the
Agent or any Bank may request.




     4.2 Conditions to All Borrowings. The obligation of each Bank to make any Loan to be made
by it (including its initial Loan, but not including any continuation or conversion) is subject to
the satisfaction of the following conditions precedent on the relevant Borrowing Date:



          (a) Notice of Borrowing. The Agent shall have received (with, in the case of the
initial Loan only, a copy for each Bank) a Notice of Borrowing or telephonic notice as provided in
Section 2.3 hereof;




          (b) Continuation of Representations and Warranties. The representations and
warranties in Article V (other than Section 5.5) shall be true and correct in all material respects
on and as of such Borrowing Date with the same effect as if made on and as of such Borrowing Date
(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




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          (c) No Existing Default. No Default or Event of Default shall exist or shall result
from such Borrowing.




Each Notice of Borrowing submitted by the Company hereunder shall constitute a representation and
warranty by the Company hereunder, as of the date of each such notice and as of each Borrowing
Date, that the conditions in Section 4.2 are satisfied.




ARTICLE V




REPRESENTATIONS AND WARRANTIES 




The Company represents and warrants to the Agent and each Bank that:




     5.1 Corporate Existence and Power. The Company and each of its Significant Insurance
Subsidiaries:



          (a) is a corporation or other entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization;




          (b) has the power and authority and all material governmental licenses, authorizations,
consents and approvals necessary to own its assets, carry on its business and to execute, deliver,
and perform its obligations, if any, under the Loan Documents;




          (c) is duly qualified as a foreign corporation or other organization and is licensed and in
good standing under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification or license; and




          (d) is in compliance with all Requirements of Law;




except, in each case referred to in clause (c) or clause (d), to the extent that the failure to do
so could not reasonably be expected to have a Material Adverse Effect.




     5.2 Corporate Authorization; No Contravention. The execution, delivery and performance by
the Company of this Agreement and each other Loan Document, have been duly authorized by all
necessary corporate action, and do not and will not:



          (a) contravene the terms of any of the Company’s Organization Documents,




          (b) conflict with or result in any breach or contravention of, or the creation of any Lien
under, any document evidencing any material Contractual Obligation to which the Company is a party
or any order, injunction, writ or decree of any Governmental Authority to which the Company or its
property is subject, or




          (c) violate any Requirement of Law,




except, in each case referred to in clause (b) or clause (c), to the extent that such conflict or
violation would not have a Material Adverse Effect.




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     5.3 Governmental Authorization. Except for filings required to be made after the Closing
Date (which the Company hereby agrees to make), no approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority is necessary or required
in connection with the execution, delivery or performance by, or enforcement against, the Company
of the Agreement or any other Loan Document.



     5.4 Binding Effect. This Agreement and each other Loan Document to which the Company is a
party constitute the legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective 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.



     5.5 Litigation. Except as specifically disclosed in Schedule 5.5, there are no
actions, suits, proceedings, claims or disputes pending, or to the best knowledge of the Company,
threatened in writing, at law, in equity, in arbitration or before any Governmental Authority,
against the Company, or its Subsidiaries or any of their respective properties which:



          (a) purport to affect this Agreement or any other Loan Document; or




          (b) would reasonably be expected to have a Material Adverse Effect. No injunction, writ,
temporary restraining order or any order of any nature has been issued by any court or other
Governmental Authority purporting to enjoin or restrain the borrowing or repaying of the Loans or
the execution, delivery or performance of this Agreement or any other Loan
Document, or directing that the transactions provided for herein or therein not be consummated
as herein or therein provided.




     5.6 No Default. As of the Closing Date, neither the Company nor any Subsidiary is in
default under or with respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, would reasonably be expected to have a Material Adverse Effect, or
that would, if such default had occurred after the Closing Date, create an Event of Default under
subsection 8.1(e).



     5.7 ERISA Compliance. Except as specifically disclosed in Schedule 5.7:



          (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state law to the extent noncompliance would reasonably be
expected to have a Material Adverse Effect. Each Plan which is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS and to the best
knowledge of the Company, nothing has occurred which would cause the loss of such qualification, if
the loss of such qualification would reasonably be expected to have a Material Adverse Effect. The
Company and each ERISA Affiliate has made all required contributions to any Plan subject to Section
412 of the Code to the extent the failure to do so would have a Material Adverse Effect, and no
application for a funding waiver or an extension of any amortization period pursuant to Section 412
of the Code has been made with respect to any Plan.




          (b) There are no pending or, to the best knowledge of Company, threatened in writing claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any


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Plan which has
resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no
prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan
which has resulted or could reasonably be expected to result in a Material Adverse Effect.




          (c) To the extent that any of the following would reasonably be expected to have a Material
Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) neither
the Company nor any ERISA Affiliate has incur red, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under Section 4007 of ERISA); (iii) neither the Company nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (iv) neither the Company nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.




          (d) No Pension Plan has any Unfunded Pension Liability in excess of $100,000,000.




     5.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used solely for the purposes set forth in and permitted by
Section 6.12 and Section 7.5. Neither the Company nor any Subsidiary is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or
carrying Margin Stock.



     5.9 Title to Properties. The Company and each Subsidiary have good record and marketable
title in fee simple to, or valid leasehold interests in, all real property necessary or used in the
ordinary conduct of their respective businesses, except for such defects in title as would not,
individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the
property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.



     5.10 Taxes. The Company and its Subsidiaries have filed all Federal and other material tax
returns and reports required to be filed, and have paid all Federal and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.
There is no proposed tax assessment against the Company or any Subsidiary that would reasonably be
expected to have a Material Adverse Effect.



5.11 Financial Condition




          (a) The audited consolidated financial statements of the Company and its Subsidiaries dated
December 31, 2004, and the related consolidated statements of income or operations, shareholders’
equity and cash flows for the periods ended on such date:





          (i) were prepared in accordance with GAAP, consistently applied, except as otherwise
required or permitted by GAAP, throughout the period covered



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thereby, except as otherwise
expressly noted therein with respect to material changes; and




          (ii) fairly present the financial condition of the Company and its Subsidiaries as of
the date thereof and results of operations for the period covered thereby in accordance
with GAAP, consistently applied, except as otherwise required or permitted by GAAP.



          (b) The Annual Statement of each of the Significant Insurance Subsidiaries (including, without
limitation, the provisions made therein for investments and the valuation thereof, reserves, policy
and contract claims and statutory liabilities) as filed with the Department, as of and for the 2004
Fiscal Year, (the “Statutory Financial Statements”), have been prepared in accordance with
SAP, consistently applied, except as otherwise required or permitted by SAP (except as noted
therein with respect to material changes). Each such Statutory Financial Statement was in
compliance in all material respects with applicable law
when filed. The Statutory Financial Statements fairly present the financial position, the
results of operations and changes in equity of each such Significant Insurance Subsidiary as of and
for the respective dates and periods indicated therein in accordance with SAP, consistently
applied, except as otherwise required or permitted by SAP. Except for liabilities and obligations,
including, without limitation, reserves, policy and contract claims and statutory liabilities (all
of which have been computed in accordance with SAP), disclosed or provided for in the Statutory
Financial Statements, the Significant Insurance Subsidiaries did not have, as of the respective
dates of each of such financial statements, any liabilities or obligations (whether absolute or
contingent and whether due or to become due) which, in conformity with SAP (consistently applied,
except as otherwise required or permitted by SAP) would have been required to be disclosed or
provided for in such financial statements. All books of account, taken as a whole, of each of the
Significant Insurance Subsidiaries fully and fairly disclose all of the material transactions,
properties, assets, investments, liabilities and obligations of such Significant Insurance
Subsidiary and all of such books of account are in the possession of each such Significant
Insurance Subsidiary and, taken as a whole, are true, correct and complete in all material
respects.




     5.12 Environmental Matters. Except as specifically disclosed in Schedule 5.12,
there are no Environmental Claims which would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.



     5.13 Regulated Entities. None of the Company, any Person controlling the Company, or any
Subsidiary, is an “Investment Company” within the meaning of the Investment Company Act of 1940.
The Company is not subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other
Federal or state statute or regulation limiting its ability to incur Indebtedness.



     5.14 Full Disclosure. None of the representations or warranties made by the Company or any
Subsidiary in the Loan Documents as of the date such representations and warranties are made or
deemed made, and none of the statements contained in any exhibit, report, statement or certificate
furnished in writing by or on behalf of the Company or any Subsidiary in connection



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with the Loan
Documents (including the offering and disclosure materials delivered by or on behalf of the Company
to the Banks prior to the Closing Date), contains any untrue statement of a material fact or omits
any material fact required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of the time when made or
delivered.



ARTICLE VI




AFFIRMATIVE COVENANTS 




     So long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation shall
remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing:



     6.1 Financial Statements. The Company shall deliver to the Agent, in form and detail
satisfactory to the Agent:



          (a) as soon as available, but not later than 90 days after the end of each fiscal year, a copy
of the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such
year and the related consolidated statements of income or operations, shareholders’ equity and cash
flows for such year, setting forth in each case in comparative form the figures for the previous
fiscal year, and accompanied by the opinion of PricewaterhouseCoopers or another
nationally-recognized independent public accounting firm (“Independent Auditor”) which
report shall state that such consolidated financial statements present fairly the financial
position for the periods indicated in conformity with GAAP, consistently applied, except as
otherwise required or permitted by GAAP and as otherwise noted therein. Such opinion shall not be
qualified or limited because of a restricted or limited examination by the Independent Auditor of
any material portion of the Company’s or any Significant Subsidiary’s records, except as permitted
by the rules of the SEC or the Public Company Accounting Oversight Board with respect to acquired
businesses;




          (b) as soon as available, but not later than 45 days after the end of each of the first three
fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the
Company and its Subsidiaries as of the end of such quarter and the related consolidated statements
of income, shareholders’ equity and cash flows for the period commencing on the first day and
ending on the last day of such quarter, and certified by a Responsible Officer as fairly
presenting, in accordance with GAAP, consistently applied, except as otherwise required or
permitted by GAAP (subject to ordinary, good faith year-end audit adjustments and the absence of
complete footnotes), the financial position and the results of operations of the Company and the
Subsidiaries;




          (c) as soon as available, but not later than 60 days after the end of each fiscal year, a copy
of the Annual Statements of each Significant Insurance Subsidiary for such fiscal year prepared in
accordance with SAP and accompanied by the certification of a Responsible Officer of such
Significant Insurance Subsidiary that such Annual Statement presents fairly in accordance with SAP
the financial position of such Significant Insurance Subsidiary for the period then ended;




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          (d) as soon as possible, but no later than 45 days after the end of each of the first three
fiscal quarters of each fiscal year, a copy of the quarterly statement of each Significant
Insurance Subsidiary for each such fiscal quarter, prepared in accordance with SAP and accompanied
by the certification of a Responsible Officer of such Significant Insurance
Subsidiary that such quarterly statement presents fairly in accordance with SAP the financial
position of such Significant Insurance Subsidiary for the period then ended;




          (e) as soon as available, a copy of any management discussion and analysis filed with the
Department with respect to any of the foregoing financial statements.




     6.2 Certificates; Other Information. The Company shall furnish to the Agent:



          (a) concurrently with the delivery of the financial statements referred to in subsections
6.1(a) and (b), a Compliance Certificate executed by a Responsible Officer;




          (b) promptly, copies of all financial statements and regular, periodical or special reports
(including Forms 10K and 10Q but excluding, unless it discloses information that could reasonably
be expected to have a Material Adverse Effect, Form 8K) that the Company or any Significant
Insurance Subsidiary may make to, or file with, the SEC or any applicable Department in its state
of domicile; and




          (c) within five Business Days of the receipt of such notice by a Responsible Officer, notice
of the actual suspension, termination or revocation of any material license of the Company or any
of its Significant Subsidiaries by any Governmental Authority or notice from any Governmental
Authority notifying the Company or any of its Significant Subsidiaries of a hearing relating to
such a suspension, termination or revocation, including any request by a Governmental Authority
which commits the Company or any of its Significant Subsidiaries to take, or refrain from taking,
any action or which otherwise materially and adversely affects the authority of the Company or any
of its Significant Subsidiaries to conduct its business; and




          (d) upon reasonable notice, such additional information regarding the business, financial or
corporate affairs of the Company or any Subsidiary as the Agent, at the request of any Bank, may
from time to time reasonably request.




          Documents required to be delivered under Section 6.1(a), (b) (c) or (d) or Section 6.2(b) may
be delivered electronically and are deemed delivered on the date the Company posts such documents
on the Company’s website or provides a link thereto on the Company’s website.




     6.3 Notices. The Company shall promptly notify the Agent:



          (a) of any change in the Financial Strength Rating of MGIC; and




          (b) of the occurrence of any Default or Event of Default.




          Each notice under this Section shall be accompanied by a written statement by a Responsible
Officer setting forth details of the occurrence referred to therein, and stating what action the
Company or any affected Significant Subsidiary proposes to take with respect thereto and at what
time. Each notice under subsection 6.3(a) shall describe with particularity all clauses




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or provisions of this Agreement or other Loan Document that have been (or foreseeably will be)
breached or violated, if any.




     6.4 Preservation of Corporate Existence, Etc. The Company shall, and shall cause each
Significant Subsidiary to:



          (a) preserve and maintain in full force and effect its corporate existence and good standing
under the laws of its state or jurisdiction of incorporation except in connection with transactions
permitted by Section 7.3; and




          (b) preserve and maintain in full force and effect all governmental rights, privileges,
qualifications, permits, licenses and franchises necessary to the normal conduct of its business
except in connection with transactions permitted by Section 7.3.




     6.5 Maintenance of Property. The Company shall maintain, and shall cause each Significant
Subsidiary to maintain, and preserve all its property which is used or useful in its business in
good working order and condition, ordinary wear and tear excepted and make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.



     6.6 Insurance. The Company shall maintain, and shall cause each Significant Subsidiary to
maintain, with insurers that the Company in good faith believes are financially sound and reputable
independent insurers, insurance with respect to its properties and business against loss or damage
of the kinds the Company in good faith believes are customarily insured against by Persons engaged
in the same or similar business, of such types and in such amounts as the Company in good faith
believes are customarily carried under similar circumstances by such other Persons, except to the
extent that such failure to maintain such insurance could not reasonably be expected to have a
Material Adverse Effect.



     6.7 Payment of Obligations. The Company shall, and shall cause each Significant Subsidiary
to, pay and discharge all tax liabilities, assessments and governmental charges or levies upon it
or its properties or assets as the same shall become due and payable, (unless the same are being
contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP
are being maintained by the Company or such Significant Subsidiary), except to the extent that
failure to pay or discharge the same could not be reasonably expected to have a Material Adverse
Effect.



     6.8 Compliance with Laws. The Company shall comply, and shall cause each Subsidiary to
comply, in all material respects with all Requirements of Law (including the Federal Fair Labor
Standards Act) of any Governmental Authority having jurisdiction over it or its business if
noncompliance would
reasonably be expected to have a Material Adverse Effect, except such as may be contested in good
faith or as to which a bona fide dispute may exist.



     6.9 Compliance with ERISA. The Company shall, and shall cause each of its ERISA
Affiliates, to the extent failure to do so would reasonably be expected to have a Material Adverse
Effect, to: (a) maintain each Plan in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state law; (b) cause each Plan which is



-36-









 







qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all
required contributions to any Plan subject to Section 412 of the Code.



     6.10 Inspection of Property and Books and Records. The Company shall maintain and shall
cause each Subsidiary to maintain proper books of record and account, in which, as to the Company
and its Subsidiaries taken as a whole, full, true and correct entries shall be made so that
financial statements can be properly prepared in conformity with GAAP, consistently applied, except
as otherwise required or permitted by GAAP. The Company shall permit, and shall cause each
Significant Subsidiary to permit, representatives and independent contractors of the Agent or any
Bank to visit and inspect any of their respective properties, to examine their respective
corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective directors, officers,
and independent public accountants, all at the expense of the Agent or such Bank and at such
reasonable times during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Company; provided, however, when an Event of
Default exists the Agent or any Bank may do any of the foregoing at the expense of the Company at
any time during normal business hours and without advance notice.



     6.11 Environmental Laws. The Company shall, and shall cause each Subsidiary to, conduct
its operations and keep and maintain its property in compliance with all Environmental Laws, the
violation of which would have a Material Adverse Effect.



     6.12 Use of Proceeds. The Company shall use the proceeds of the Loans for working capital
and other general corporate purposes not in contravention of any Requirement of Law or of any Loan
Document, including repurchases of stock of the Company and payment of obligations of the Company
under the 2002 Credit Agreement, if any.



ARTICLE VII




NEGATIVE COVENANTS 




     So long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation shall
remain unpaid or unsatisfied, unless the Majority Banks waive compliance in writing:



     7.1 Limitation on Liens. The Company shall not, and shall not suffer or permit any
Significant Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist
any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired,
other than the following (“Permitted Liens”):



          (a) any Lien existing on property of the Company or any Significant Subsidiary on the Closing
Date and set forth in Schedule 7.1 and extensions, renewals and replacements thereof that
do not increase the outstanding principal amount of the obligations secured thereby;




          (b) any Lien created under any Loan Document;




-37-









 








          (c) Liens for taxes, fees, assessments or other governmental charges which are not delinquent
or remain payable without penalty, or to the extent that non-payment thereof is permitted by
Section 6.8, provided that no notice of lien has been filed or recorded under the Code;




          (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other
similar Liens arising in the ordinary course of business which are not delinquent or remain payable
without penalty;




          (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in
the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation;




          (f) Liens on the property of the Company or any Significant Subsidiary securing (i) the
nondelinquent performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other
non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of
business, provided all such Liens in the aggregate would not (even if enforced) cause a
Material Adverse Effect;




          (g) Liens consisting of judgment or judicial attachment liens, provided that the
enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time
outstanding for the Company and its Significant Subsidiaries, taken together with Liens described
in subsections (j) and (k) hereof, do not exceed the greater of $200,000,000 and 10% of the
consolidated total assets of the Company and its Subsidiaries;




          (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business which, in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the property subject thereto or interfere with
the ordinary conduct of the businesses of the Company and its Significant Subsidiaries;




          (i) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution; provided that (i) such deposit
account is not a dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii)
such deposit account is not intended by the Company or any Significant Subsidiary to provide
collateral to the depository institution;




          (j) Liens arising in connection with capitalized leases, in aggregate amount at any time not,
when taken together with Liens under subsection (g) and (k) hereof, in excess of the greater of
$200,000,000 and 10% of the consolidated total assets of the Company and its Subsidiaries;




          (k) purchase money Liens in an aggregate amount at any one time not, when taken together with
Liens under subsection (g) and (j) hereof, in excess of the greater of $200,000,000 and 10% of
total assets;




-38-









 








          (l) Liens on assets or stock of any Acquired Subsidiary, if such Liens do not extend to any
assets of the Company or any Significant Subsidiary that is not an Acquired Subsidiary;




          (m) Liens on assets or stock of any Significant Subsidiary (other than MGIC) to secure
Indebtedness or other obligations to the Company or a Wholly-Owned Subsidiary of the Company;




          (n) Liens on properties acquired in the claims settlement process in the ordinary course of
business of the Company and its Significant Subsidiaries;




          (o) Liens on assets or stock of any Person at the time such person is merged or consolidated
with or into the Company or a Significant Subsidiary which Lien was not created in contemplation of
such event;




          (p) any Lien arising under or as a result of any reverse repurchase agreements entered into by
the Company or any Significant Subsidiary for its investment portfolio in the ordinary course of
business;




          (q) deposits made by a Significant Subsidiary which is an insurance company, or other
statutory Lien against the assets of any such Subsidiary, in each case made or incurred in favor of
policyholders of such Subsidiary in the ordinary course of business pursuant to insurance
regulatory requirements; and




          (r) additional Liens securing Indebtedness or other obligations that do not exceed 5% of
consolidated tangible assets at any time outstanding.




     7.2 Disposition of Assets. The Company shall not, and shall not suffer or permit any
Significant Subsidiary to, directly or indirectly, sell, convey, transfer or otherwise dispose of
(whether in one or a series of related transactions) all or substantially all of its assets
(including accounts and notes receivable, with or without recourse) or enter into any agreement to
do any of the foregoing, except:



          (a) the sale or disposition of all or any part of its interests in Credit-Based Asset
Servicing and Securitization LLC, Sherman Financial Group LLC or Customers Forever LLC, or any
Joint Venture or in any Subsidiary of any such Person;




          (b) the sale or disposition of assets with a market value in the aggregate, when taken
together with amounts allowed under Section 7.3(e) hereof (without duplication), not to exceed
$300,000,000 from the date hereof until the Termination Date; and




          (c) the sale, conveyance, transfer or other disposition by any Subsidiary of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another
Wholly-Owned Subsidiary.




-39-









 








     7.3 Consolidations and Mergers. The Company shall not, and shall not suffer or permit any
Significant Subsidiary to, merge or consolidate with or into any other Person, except:



          (a) any Subsidiary may merge with any one or more Subsidiaries, provided that if any
transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned
Subsidiary shall be the continuing or surviving corporation and no Event of Default shall occur as
a result thereof;




          (b) the Company may merge with any one or more companies, provided that the Company
shall be the continuing or surviving corporation;




          (c) the Company or any Subsidiary may engage in a merger solely for the purposes of a change
of domicile and/or changes in its articles of incorporation;




          (d) any Subsidiary may merge with one or more companies provided that the continuing
or surviving entity is owned, directly or indirectly, by the Company in a percentage not less the
percentage ownership of such Subsidiary by the Company immediately prior to such merger; and




          (e) a merger or consolidation in which the market value of the assets subject thereto in the
aggregate when taken together with amounts allowed under Section 7.2(b) hereof (without
duplication), do not to exceed $300,000,000 from the date hereof until the Termination Date.




     7.4 Limitation on Indebtedness. The Company shall not permit any Significant Subsidiary
to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly
liable with respect to, any Indebtedness, except:



          (a) Indebtedness existing on the Closing Date and extensions, renewals, refinancings and
replacements thereof that do not increase the outstanding principal amount thereof;




          (b) Swap Contracts entered into in the ordinary course of business as bona fide hedging
transactions;




          (c) Indebtedness of Acquired Subsidiaries for so long as such Indebtedness is not guaranteed
by and does not become the obligation of, the Company or a Subsidiary that is not an Acquired
Subsidiary; and




          (d) additional Indebtedness provided that, at the time such additional Indebtedness is
incurred (both immediately before and immediately after giving effect to such incurrence), either
of the following conditions are satisfied: (i) the aggregate principal amount of such additional
Indebtedness does not exceed $500,000,000 or (ii) the aggregate principal amount of all
Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis in accordance
with GAAP (“Consolidated Debt”) does not exceed 25% of the sum of shareholder’s equity of
the Company plus Consolidated Debt at any time.




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     7.5 Use of Proceeds. The Company shall not, and shall not suffer or permit any Subsidiary
to, use any portion of the Loan proceeds in any manner which would conflict with Regulation U of
the FRB.



     7.6 ERISA. The Company shall not, and shall not suffer or permit any of its ERISA
Affiliates to: (a) engage in a prohibited transaction or violation of the fiduciary responsibility
rules with respect to any Plan which has resulted or could reasonably expected to result in a
Material Adverse Effect; or (b) engage in a transaction that could be subject to Section 4069 or
4212(c) of ERISA, to the extent that to do so would reasonably be expected to have a Material
Adverse Effect.



     7.7 Change in Business. The Company shall not, and shall not suffer or permit any
Significant Insurance Subsidiary to, engage in any material line of business substantially
different from those lines of business carried on by the Company and its Subsidiaries on the date
hereof and extensions thereof that are reasonably ancillary or related thereto; provided
that the Company and any Significant Insurance Subsidiary may engage in the home mortgage finance,
financial guaranty and surety businesses and other lines of business related thereto.



     7.8 Financial Covenants. The Company shall not permit:



          (a) its consolidated stockholders’ equity (as determined in accordance with GAAP) to be less
than $2,250,000,000 at any time; or




          (b) MGIC to fail to maintain a Policyholder’s Position (as defined in Section 3.09(3)(m) of
the Insurance Code of the State of Wisconsin) at least equal to the minimum amount required by
Section 3.09(5) of the Insurance Code of the State of Wisconsin; or




          (c) the risk to capital ratio of MGIC to be greater than 22 to 1. Such ratio shall be
computed by dividing MGIC’s risk in force by MGIC’s Policyholder’s Position (as defined in Section
3.09(3)(m) of the Insurance Code of the State of Wisconsin as in effect on the date hereof.)




ARTICLE VIII




EVENTS OF DEFAULT 




     8.1 Event of Default. Any of the following shall constitute an “Event of Default”:



          (a) Non-Payment. The Company fails to pay, (i) when and as required to be paid
herein, any amount of principal of any Loan, or (ii) within five days after the same becomes due,
any interest, fee or any other amount payable hereunder or under any other Loan Document; or




          (b) Representation or Warranty. Any representation or warranty by the Company made or
deemed made herein, in any other Loan Document, or which is contained in any certificate, document
or financial or other statement by the Company, furnished at any time under this Agreement, or in
or under any other Loan Document, is incorrect in any material respect on or as of the date made or
deemed made; or





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          (c) Specific Defaults. The Company fails to perform or observe any term, covenant or
agreement contained in any of Section 6.1, 6.2, 6.3, 6.9, 7.2, 7.3, 7.4 or 7.8; or




          (d) Other Defaults. The Company fails to perform or observe any other term or
covenant contained in this Agreement or any other Loan Document, and such default shall continue
unremedied for a period of 30 days after the date upon which written notice thereof is given to the
Company by the Agent; or




          (e) Cross-Payment Default; Cross-Acceleration. The Company or any Significant
Subsidiary (i) fails to make any payment in respect of any Material Debt when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period, if any, specified in the relevant document
on the date of such failure; or (ii) fails to perform or observe any other condition or
covenant, or any other event shall occur or condition exist, under any agreement or instrument
relating to any Material Debt, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure if the effect of
such failure, event or condition is to cause such Material Debt to be declared to be due and
payable prior to its stated maturity; or




          (f) Insolvency; Voluntary Proceedings. The Company or any Significant Subsidiary (i)
ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to
pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated
maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course;
(iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to
effectuate or authorize any of the foregoing; or




          (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced
or filed against the Company or any Significant Subsidiary, or any writ, judgment, warrant of
attachment, execution or similar process, is issued or levied against a substantial part of the
Company’s or any Significant Subsidiary’s properties, and any such proceeding or petition shall not
be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not
be released, vacated or fully bonded within 60 days after commencement, filing or levy; (ii) the
Company or any Significant Subsidiary admits the material allegations of a petition against it in
any Insolvency Proceeding, or an order for relief (or similar order under non-US. law) is ordered
in any Insolvency Proceeding; or (iii) the Company or any Significant Subsidiary acquiesces in the
appointment of a receiver, trustee, custodian, conservator, liquidator, mortgage in possession (or
agent therefor), or other similar Person for itself or a substantial portion of its property or
business; or




          (h) ERISA. (i) An ERISA Event shall occur with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the
Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of $100,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all
Pension Plans at any time exceeds $100,000,000; or (iii) the Company or any ERISA Affiliate shall
fail to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of $100,000,000; or




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          (i) Monetary Judgments. One or more non-interlocutory judgments, non-interlocutory
orders, decrees or arbitration awards is entered against the Company or any Significant Subsidiary
involving in the aggregate a liability (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $100,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 90 days after the entry thereof,
or at any time after the entry thereof the adverse party shall take any action to realize on such
judgment, order, decree or award; or




          (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree is entered
against the Company or any Significant Subsidiary which does or would reasonably be expected to
have a Material Adverse Effect, and there shall be any period of 10 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or




          (k) Change of Control. There occurs any Change of Control; or




          (l) Loss of Licenses. Any Significant Insurance Subsidiary for any reason loses any
material license, permit or franchise necessary to engage in the insurance business in its state of
incorporation; or




          (m) Change in Law. Any change is made in the Insurance Code which affects the
dividend practices of any Significant Insurance Subsidiary and which is reasonably likely to have a
Material Adverse Effect on the ability of the Company to perform its obligations under the
Agreement.




     8.2 Remedies. If any Event of Default occurs and is continuing, the Agent shall, at the
request of, or may, with the consent of, the Majority Banks,



          (a) declare the commitment of each Bank to make Loans to be terminated, whereupon such
commitments shall be terminated;




          (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Company; and




          (c) exercise on behalf of itself and the Banks all rights and remedies available to it and the
Banks under the Loan Documents or applicable law;




provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 8.1 (in the case of clause (i) of subsection (g) upon the expiration of the
60-day period mentioned therein), the obligation of each Bank to make Loans shall automatically
terminate and the unpaid principal amount of all outstanding Loans and all interest and
other amounts as aforesaid shall automatically become due and payable without further act of the
Agent or any Bank.




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     8.3 Rights Not Exclusive. The rights provided for in this Agreement and the other Loan
Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies
provided by law or in equity, or under any other instrument, document or agreement now existing or
hereafter arising.



ARTICLE IX




THE AGENT




     9.1 Appointment and Authorization. Each Bank hereby irrevocably (subject to Section 9.9) appoints, designates and authorizes the
Agent to take such action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Agent have or be deemed to have any
fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.



     9.2 Delegation of Duties. The Agent may execute any of its duties under this Agreement or
any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.



     9.3 Liability of Agent. None of the Agent-Related Persons shall (i) be liable for any
action taken or omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any of the Bank s for
any recital, statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or in any other Loan
Document, or in any certificate, report, statement or other document referred to or provided for
in, or received by the Agent under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of the Company or any other party to any
Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be
under any obligation to any Bank to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or
to inspect the properties, books or records of the Company or any of the Company’s Subsidiaries or
Affiliates.



     9.4 Reliance by Agent



          (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile,


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telex or
telephone message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Company), independent accountants and other
experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Majority Banks as it deems appropriate and, if
it so requests, it shall first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any
such action. The Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a request or consent of
the Majority Banks and such request and any action taken or failure to act pursuant thereto shall
be binding upon all of the Banks.




          (b) For purposes of determining compliance with the conditions specified in Section 4.1, each
Bank that has executed this Agreement shall be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter either sent by the Agent to such Bank for
consent, approval, acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to the Bank.




     9.5 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Agent for the account of the Banks, unless
the Agent shall have received written notice from a Bank or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice of
default”. The Agent will notify the Banks of its receipt of any such notice. The Agent shall take
such action with respect to such Default or Event of Default as may be requested by the Majority
Banks in accordance with Article VIII; provided, however, that unless and until the
Agent has received any such request, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as it
shall deem advisable or in the best interest of the Banks.



     9.6 Credit Decision. Each Bank acknowledges that none of the Agent-Related Persons has
made any representation or warranty to it, and that no act by the Agent hereinafter taken,
including any review of the affairs of the Company and its Subsidiaries, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Company hereunder. Each Bank also represents
that it will, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the
other Loan Documents, and to make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, property, financial and other condition and creditworthiness
of the Company. Except for notices, reports and other



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documents expressly herein required to be
furnished to the Banks by the Agent, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or creditworthiness of the Company
which may come into the possession of any of the Agent-Related Persons.



     9.7 Indemnification. Whether or not the transactions contemplated hereby are consummated,
the Banks shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or
on behalf of the Company and without limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; provided, however, that no
Bank shall be liable for the payment to the Agent-Related Persons of any portion of such
Indemnified Liabilities resulting from such Person’s gross negligence or willful misconduct.
Without limitation of the foregoing, each Bank shall reimburse the Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Agent in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent that the Agent is
not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section
shall survive the payment of all Obligations hereunder and the resignation or replacement of the
Agent.



     9.8 Agent in Individual Capacity. BNP Paribas and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting or other business
with the Company and its Subsidiaries and Affiliates as though BNP Paribas were not the Agent
hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to
such activities, BNP Paribas or its Affiliates may receive information regarding the Company or its
Affiliates (including information that may be subject to confidentiality obligations in favor of
the Company or such Subsidiary) and acknowledge that the Agent shall be under no obligation to
provide such information to them. With respect to its Loans, BNP Paribas shall have the same
rights and powers under this Agreement as any other Bank and may exercise the same as though it
were not the Agent, and the terms “Bank” and “Banks” include BNP Paribas in its individual
capacity.



     9.9 Successor Agent. The Agent may, and at the request of the Majority Banks shall, resign
as Agent upon 30 days’ notice to the Banks and the Company. If the Agent resigns under this
Agreement, the Majority Banks shall appoint from among the Banks a successor agent for the Banks
which successor agent shall be subject to the approval of the Company. If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after
consulting with the Banks and with the approval of the Company, a successor agent from among the
Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall
mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be
terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this
Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under



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this Agreement. If no successor agent has accepted
appointment as Agent by the date which is 30 days following a retiring Agent’s notice of
resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the
Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the
Majority Banks appoint a successor agent as provided for above.



     9.10 Withholding Tax



          (a) If any Bank is a “foreign corporation, partnership or trust” within the meaning of the
Code and such Bank claims exemption from, or a reduction of, U.S. withholding tax under Sections
1441 or 1442 of the Code, such Bank agrees with and in favor of the Agent and the Company, to
deliver to the Agent and the Company:





          (i) if such Bank claims an exemption from, or a reduction of, withholding tax under a
United States tax treaty, properly completed IRS Forms 1001 and W-8 before the payment of
any interest in the first calendar year and before the payment of any interest in each
third succeeding calendar year during which interest may be paid under this Agreement;




          (ii) if such Bank claims that interest paid under this Agreement is exempt from
United States withholding tax because it is effectively connected with a United States
trade or business of such Bank, two properly completed and executed copies of IRS Form
4224 before the payment of any interest is due in the first taxable year of such Bank and
in each succeeding taxable year of such Bank during which interest may be paid under this
Agreement, and IRS Form W-9; and




          (iii) such other form or forms as may be required under the Code or other laws of the
United States as a condition to exemption from, or reduction of, United States withholding
tax.



Such Bank agrees to promptly notify the Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction.




          (b) If any Bank claims exemption from, or reduction of, withholding tax under a United States
tax treaty by providing IRS Form 1001 and such Bank sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank agrees to
notify the Agent and the Company of the percentage amount in which it is no longer the beneficial
owner of Obligations of the Company to such Bank. To the extent of such percentage amount, the
Agent will treat such Bank’s IRS Form 1001 as no longer valid.




          (c) If any Bank claiming exemption from United States withholding tax by filing IRS Form 4224
with the Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the
Obligations of the Company to such Bank, such Bank agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and 1442 of the Code.




          (d) If any Bank is entitled to a reduction in the applicable withholding tax, the Agent and
the Company may withhold from any interest payment to such Bank an amount


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equivalent to the
applicable withholding tax after taking into account such reduction. If the forms or other
documentation required by subsection (a) of this Section are not delivered to the Agent and the
Company, then the Agent and the Company may withhold from any interest payment to such Bank not
providing such forms or other documentation an amount equivalent to the applicable withholding tax.




          (e) If the IRS or any other Governmental Authority of the United States or other jurisdiction
asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the
account of any Bank (because the appropriate form was not delivered, was not properly executed, or
because such Bank failed to notify the Agent of a change in circumstances which rendered the
exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Bank
shall indemnify the Agent and the Company fully for all amounts paid, directly or indirectly, by
the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by
any jurisdiction on the amounts payable to the Agent under this Section, together with all costs
and expenses (including Attorney Costs). The obligation of the Banks under this subsection shall
survive the payment of all Obligations and the resignation or replacement of the Agent.




ARTICLE X




MISCELLANEOUS 




     10.1 Amendments and Waivers. No amendment or waiver of any provision of this Agreement or
any other Loan Document, and no consent with respect to any departure by the Company therefrom,
shall be effective unless the same shall be in writing and signed by the Majority Banks (or by the
Agent at the written request of the Majority Banks) and the Company and acknowledged by the Agent,
and then any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such waiver,
amendment, or consent shall, unless in writing and signed by all the Banks and the Company and
acknowledged by the Agent, do any of the following:



          (a) increase (except as otherwise provided in Section 2.7) or extend the Commitment of any
Bank (or reinstate any Commitment terminated pursuant to Section 8.2);




          (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any
payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder
or under any other Loan Document, including, without limitation, mandatory prepayments required
pursuant to Section 2.7;




          (c) reduce the principal of, or the rate of interest specified herein on any Loan, or (subject
to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;




          (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of
the Loans which is required for the Banks or any of them to take any action hereunder; or




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          (e) amend this Section, or Section 2.14, or any provision herein providing for consent or
other action by all Banks;




and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Majority Banks or all the Banks, as the case may
be, affect the rights or duties of the Agent under this Agreement or any other Loan Document, and
(ii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing
executed by the parties thereto.




     10.2 Notices



          (a) All notices, requests and other communications shall be in writing (including, unless the
context expressly otherwise provides, by facsimile or e-mail transmission, provided that
any matter (except as otherwise provided in Section 6.2) transmitted by the Company by facsimile or
e-mail shall be immediately confirmed by a telephone call to the recipient at the number specified
on Schedule 10.2), and mailed, e-mailed, faxed or delivered, to the address or facsimile number
specified for notices on Schedule 10.2; or, as directed to the Company or the Agent, to such other
address as shall be designated by such party in a written notice to the other parties, and as
directed to any other party, at such other address as shall be designated by such party in a
written notice to the Company and the Agent.




          (b) All such notices, requests and communications shall, when transmitted by overnight
delivery, faxed, or e-mailed be effective when delivered for overnight (next-day) delivery, or
transmitted in legible form by facsimile machine or e-mail, respectively, or if delivered, upon
delivery.




          (c) Any agreement of the Agent and the Banks herein to receive certain notices by telephone,
e-mail or facsimile is solely for the convenience and at the request of the Company. The Agent and
the Banks shall be entitled to rely on the authority of any Person reasonably appearing to be a
Person authorized by the Company to give such notice and the Agent and the Banks shall not have any
liability to the Company or other Person on account of any action taken or not taken by the Agent
or the Banks in reliance upon such telephonic, e-mail or facsimile notice. The obligation of the
Company to repay the Loans shall not be affected in any way or to any extent by any failure by the
Agent and the Banks to receive written confirmation of any telephonic, e-mail or facsimile notice
or the receipt by the Agent and the Banks of a confirmation which is at variance with the terms
understood by the Agent and the Banks to be contained in the telephonic, e-mail or facsimile
notice.




     10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on
the part of the Agent or any Bank, any right, remedy, power or privilege hereunder, shall operate
as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege.



     10.4 Costs and Expenses. The Company shall:



          (a) whether or not the transactions contemplated hereby are consummated, pay or reimburse BNP
Paribas (including in its capacity as Agent) promptly (subject to


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subsection 4.1(e)) for all
reasonable costs and expenses incurred by BNP Paribas (including in its capacity as Agent) in
connection with the development, preparation, delivery and execution of, and any amendment,
supplement, waiver or modification to (in each case, whether or not consummated), this Agreement,
any Loan Document and any other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including reasonable Attorney
Costs incurred by BNP Paribas (including in its capacity as Agent) with respect thereto; and




          (b) pay or reimburse the Agent, the Arranger and each Bank promptly (subject to subsection
4.1(e)) for all costs and expenses (including Attorney Costs) incurred by them in connection with
the enforcement, attempted enforcement, or preservation of any rights or remedies under this
Agreement or any other Loan Document during the existence of an Event of Default or after
acceleration of the Loans (including in connection with any “workout” or restructuring regarding
the Loans, and including in any Insolvency Proceeding or appellate proceeding).




     10.5 Indemnity. Whether or not the transactions contemplated hereby are consummated, the
Company shall indemnify and hold the Agent-Related Persons, and each Bank and each of its
respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
“Indemnified Person”) harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any
time following repayment of the Loans and the termination, resignation or replacement of the Agent
or replacement of any Bank) be imposed on, incurred by or asserted against any such Person in any
way relating to or arising out of this Agreement or any document contemplated by or referred to
herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person
under or in connection with any of the foregoing, including with respect to any investigation,
litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to
or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not
any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified
Liabilities”); provided, that the Company shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or
willful misconduct of such Indemnified Person as found by a non-appealable judgment of a court of
competent jurisdiction. Notwithstanding any of the foregoing, the Company shall have no obligation
to indemnify any Indemnified Person: (a) for such Indemnified Person’s willful violation of
banking laws, (b) with respect to Indemnified
Liabilities resulting from litigation between any Bank or Banks (qua Banks, and not including the
Agent in its capacity as Agent) and any other Bank or Banks (qua Banks, and not including the Agent
in its capacity as Agent), (c) for the breach by such Indemnified Person of its obligations
hereunder or (d) other than the Agent, for fees and expenses incurred in connection with the
execution and delivery of this Agreement and any amendment, supplement, waiver or modification
thereto. The agreements in this Section shall survive payment of all other Obligations.



     10.6 Payments Set Aside. To the extent that the Company makes a payment to the Agent or
the Banks, or the Agent or the Banks exercise their right of set-off, and such payment or the
proceeds of such set-off or any part thereof are subsequently invalidated, declared to be



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fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by the Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such
recovery the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such set-off had not
occurred, and (b) each Bank severally agrees to pay to the Agent upon demand its pro rata share of
any amount so recovered from or repaid by the Agent.



     10.7 Successors and Assigns. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted successors and permitted
assigns, except that the Company may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of the Agent and each Bank.



     10.8 Assignments, Participations, etc.



          (a) Any Bank may, with the written consent of the Company (at all times other than during the
existence of an Event of Default) and the Agent, which consent of the Company and the Agent shall
not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees
(provided that no written consent of the Company or the Agent shall be required in
connection with any assignment and delegation by a Bank to an Eligible Assignee that is an
Affiliate of such Bank) (each, an “Assignee”) all, or any ratable part of all, of the
Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum
amount of $10,000,000; provided, however, that the Company and the Agent may
continue to deal solely and directly with such Bank in connection with the interest so assigned to
an Assignee until (i) written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall have been given to the
Company and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have
delivered to the Company and the Agent an Assignment and Acceptance in the form of Exhibit
E (“Assignment and Acceptance”) together with any Note or Notes subject to such
assignment and (iii) the assignor Bank or Assignee has paid to the Agent a processing fee in
the amount of $3,500.




          (b) From and after the date that the Agent notifies the assignor Bank that it has received
(and provided its consent with respect to) an executed Assignment and Acceptance and payment of the
above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii)
the assignor Bank shall, to the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Loan Documents.




          (c) Within five Business Days after its receipt of notice by the Agent that it has received an
executed Assignment and Acceptance and payment of the processing fee (and provided that it
consents to such assignment in accordance with subsection 10.8(a)), the Company shall execute and
deliver to the Agent, new Notes evidencing such Assignee’s assigned Loans and Commitment and, if
the assignor Bank has retained a portion of its Loans




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and its Commitment, replacement Notes in the
principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but
not in payment of, the Notes held by such Bank). Immediately upon each Assignee’s making its
processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be
amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee
and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to
each Assignee shall reduce such Commitments of the assigning Bank pro tanto.




          (d) Any Bank may at any time sell to one or more commercial banks or other Persons not
Affiliates of the Company (a “Participant”) participating interests in any Loans, the Commitment of
that Bank and the other interests of that Bank (the “originating Bank”) hereunder and under the
other Loan Documents; provided, however, that (i) the originating Bank’s
obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain
solely responsible for the performance of such obligations, (iii) the Company and the Agent shall
continue to deal solely and directly with the originating Bank in connection with the originating
Bank’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank
shall transfer or grant any participating interest under which the Participant has rights to
approve any amendment to, or any consent or waiver with respect to, this Agreement or any other
Loan Document, except to the extent such amendment, consent or waiver would require unanimous
consent of the Banks as described in the first proviso to Section 10.1. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 3.1, 3.3, 3.6 and 10.5
as though it were also a Bank hereunder, and if amounts outstanding under this Agreement are due
and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of
and during the continuance of an Event of Default, each Participant shall be deemed to have the
right of set-off in respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing directly to it as a Bank
under this Agreement.




          (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a
security interest in, or pledge, all or any portion of its rights under and interest in this
Agreement and any Note held by it in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank
may enforce such pledge or security interest in any manner permitted under applicable law.




          (f) Any Bank may at any time designate not more than one Designated Bank to fund Loans on
behalf of such Designating Bank subject to the terms of this Section 10.8(f), and the provisions of
Section 10.8(a) and (e) shall not apply to such designation. No Bank may have more than one
Designated Bank at any time. Such designation may occur by the execution by such Bank and
Designated Bank of a Designation Agreement substantially in the form of Exhibit G and delivery
thereof to the Agent and the Company for their acceptance. Upon receipt of an appropriately
completed Designation Agreement executed by a Designating Bank and a designee representing that it
is a Designated Bank and consented to by the Company, the Agent will accept such Designation
Agreement and will give prompt notice thereof to the Company and the other Banks, whereupon,




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          (i) the Company shall, upon the request of the Designating Bank, execute and deliver
to the Designating Bank a Note payable to the order of the Designated Bank,




          (ii) from and after the effective date specified in the Designation Agreement, the
Designated Bank shall become a part to this Agreement with a right to make Loans on behalf
of its Designating Bank pursuant to Section 2.1, and




          (iii) the Designated Bank shall not be required to make payments with respect to any
obligations in this Agreement except to the extent of excess cash flow of such Designated
Bank which is not otherwise required to repay obligations of such Designated Bank which
are then due and payable; provided, however, that regardless of such
designation and assumption by the Designated Bank, the Designating Bank shall be and
remain obligated to the Company, the Agent and the Banks for each and every obligation of
the Designating Bank and its related Designated Bank with respect to this Agreement,
including, without limitation, its Commitment, any indemnification obligations under
Section 9.7 and any sums otherwise payable to the Company by the Designated Bank.
Each Designating Bank, or a specified branch of affiliate thereof, shall serve as the
administrative agent of its Designated Bank and shall on behalf of its Designated Bank:
(x) receive any and all payments made for the benefit of such Designated Bank and (y) give
and receive all communications and notices and take all actions hereunder, including,
without limitation, votes, approvals, waivers, consents and amendments under or relating
to this Agreement and the other Loan Documents. Any such notice, communication, vote,
approval, waiver, consent or amendment shall be signed by a Designating Bank, or specified
branch or affiliate thereof, as administrative agent for its Designated Bank and need not
be signed by such Designated Bank on its own behalf and shall be binding upon such
Designated Bank. The Company, the Agent and the Banks may rely thereon without any
requirement that the Designated Bank sign or acknowledge the same. No Designated Bank may
assign or transfer all or any
portion of its interest hereunder or under any other Loan Document, other than via an
assignment (by way of collateral, participation or conveyance) to its Designating Bank
provided any such assignment shall be subject to the provisions of the Designation
Agreement, or otherwise in accordance with the applicable provisions of this Section
10.8



     10.9 Confidentiality. Each Bank agrees that all information concerning the Company or its
Subsidiaries that is furnished or has previously been furnished to the Agent or the Banks on behalf
of the Company (herein, collectively, the “Confidential Information”) in connection with
this Agreement will be held and treated by the Agent, each Bank, their Affiliates and their
respective directors, officers, employees, advisors, agents or representatives (collectively, the
“Related Persons”) in confidence and will not, except as hereinafter provided, without the
prior consent of the Company, be disclosed by the Agent or the Banks in any manner whatsoever, in
whole or in part, or be used by the Agent or the Banks other than in connection with this
Agreement; except to the extent such Confidential Information (i) was or becomes generally
available to the public other than as a result of disclosure by the Bank, or (ii) was or becomes
available on a non-confidential basis from a source other than the Company, provided that
such source is not bound by a confidentiality agreement with the Company known to the Bank;



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provided, however, that any Bank may disclose such information (A) at the request
or pursuant to any requirement of any Governmental Authority or self-regulatory body to which the
Bank is subject or in connection with an examination of such Bank by any such authority or
self-regulatory body; (B) pursuant to subpoena or other court process; (C) when required to do so
in accordance with the provisions of any applicable Requirement of Law; (D) to the extent
reasonably required in connection with any litigation or proceeding to which the Agent, any Bank or
their respective Affiliates may be party in connection with this Agreement; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder or under any other Loan
Document; (F) to such Bank’s independent auditors and other professional advisors; (G) to any
Participant or Assignee, actual or potential, provided that such Person agrees in writing
to keep such information confidential to the same extent required of the Banks hereunder; (H) as to
any Bank or its Affiliate, as expressly permitted under the terms of any other document or written
agreement regarding confidentiality to which the Company is a party; and (I) to its Affiliates,
subject to the same restrictions contained in this Section.



     10.10 Set-off. In addition to any rights and remedies of the Banks provided by law, if an
Event of Default exists or the Loans have been accelerated, each Bank is authorized at any time and
from time to time, without prior notice to the Company, any such notice being waived by the Company
to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other indebtedness at any
time owing by, such Bank to or for the credit or the ac count of the Company against any and all
Obligations owing to such Bank, now or hereafter existing, irrespective of whether or not the Agent
or such Bank shall have made demand under this Agreement or any Loan Document and although such
Obligations may be contingent or unmeasured. Each Bank agrees promptly to notify the Company and
the Agent after any such set-off and application made by such Bank; provided,
however, that the failure to give such notice shall not affect the validity of such set-off
and application.



     10.11 Margin Stock Not Collateral. Each of the Banks represents to the Agent and each of
the other Banks that it in good faith is not relying on margin stock (as such term is defined in
Regulation U of the FRB) as collateral in the extension or maintenance of the credit provided for
in this Agreement.



     10.12 Notification of Addresses, Lending Offices, Etc. Each Bank shall notify the Agent in
writing of any changes in the address to which notices to the Bank should be directed, of addresses
of any Lending Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Agent shall reasonably request.



     10.13 Counterparts. This Agreement may be executed in any number of separate counterparts,
each of which, when so executed, shall be deemed an original, and all of said counterparts taken
together shall be deemed to constitute but one and the same instrument.



     10.14 Severability. The illegality or unenforceability of any provision of this Agreement
or any instrument or agreement required hereunder shall not in any way affect or impair the
legality or enforceability of the remaining provisions of this Agreement or any instrument or
agreement required hereunder.



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     10.15 No Third Parties Benefited. This Agreement is made and entered into for the sole
protection and legal benefit of the Company, the Banks, the Agent and the Agent-Related Persons,
and their permitted successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.



     10.16 Governing Law and Jurisdiction



          (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.




          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND THE BANKS
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE COMPANY, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENT, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE AGENT AND THE BANKS EACH WAIVE PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED
BY NEW YORK LAW. THE COMPANY HEREBY CONSENTS TO PERSONAL SERVICE IN THE STATE OF WISCONSIN BY ANY
MEANS PERMITTED BY WISCONSIN LAW.




     10.17 Waiver of Jury Trial. THE COMPANY, THE BANKS AND THE AGENT EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
AGAINST ANY OTHER PARTY OR ANY AGENTRELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT
TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE BANKS AND THE AGENT EACH AGREE
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS,
IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY



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SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.



     10.18 Entire Agreement. This Agreement, together with the other Loan Documents, embodies
the entire agreement and understanding among the Company, the Banks and the Agent, and supersedes
all prior or contemporaneous agreements and understandings of such Persons, verbal or written,
relating to the subject matter hereof and thereof.



     10.19 No Bankruptcy Proceedings. Each of the Company, the Banks and the Agent agrees that
it will not institute against any Designated Bank or join any other Person in instituting against
any Designated Bank any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or
state bankruptcy or similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Designated Bank. The terms of this provision shall
survive the termination of this Agreement.



     10.20 Termination of 2002 Credit Agreement Commitments. The Company and the Banks that are
parties to the 2002 Credit Agreement agree that, concurrently with the effectiveness of this
Agreement (and without regard to any requirement for prior notice of the termination of the
commitments thereunder), the commitments under the 2002 Credit Agreement shall terminate and be of
no further force or effect.



     10.21 USA Patriot Act. Pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), each Bank is required to obtain,
verify and record information that identifies the Company, which information includes the name and
address of the Company and other information that will allow such Bank to identify the Company in
accordance with the Act.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.


	 	 	 	 	 
	 	MGIC INVESTMENT CORPORATION

 	 
	 	By:  	/s/
 	 
	 	 	 
	 	Name:  	James Karpowicz 	 
	 	Title:  	SENIOR VICE PRESIDENT,

CHIEF INVESTMENT OFFICER

& TREASURER 	 




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	 	BNP PARIBAS

  as Administrative Agent

 	 
	 	By:  	/s/
 	 
	 	 	 
	 	Name:  	Wendy Breuder 	 
	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	By:  	                                              /s/
 	 
	 	 	 
	 	Name:  	Jo Ellen Bender 	 
	 	Title:  	Managing Director 	 
	 



	

	 	Address:	 	 
	

	 	 	 	BNP Paribas

919 Third Ave., 3rd floor

New York, NY 10022

Attn: Millie Carrillo

Ph. 212-471-6807
	 	 	 	 	 






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	 	U.S. BANK

  as Syndication Agent

 	 
	 	By:  	/s/
 	 
	 	 	 
	 	Name:  	Caroline Krider 	 
	 	Title:  	Vice President & Senior Lender 	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH

  as Documentation Agent

 	 
	 	By:  	/s/
 	 
	 	 	 
	 	Name:  	Ruth Leung 	 
	 	Title:  	Director 	 
	 



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



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/
 	 
	 	 	 
	 	Name:  	Mark Short 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	LASALLE BANK, N.A.

 	 
	 	By:  	/s/
 	 
	 	 	 
	 	Name:  	Rob Squires 	 
	 	Title:  	Officer 	 
	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/
 	 
	 	 	 
	 	Name:  	Kathleen D. Schurr 	 
	 	Title:  	Vice President 	 
	 




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