Termination Deed


 Exhibit 10.1 
 

 
 Termination Deed 
 The PMI Group, Inc. 
 QBE Holdings (AAP) Pty Limited 
 QBE Insurance Group Limited 
 Allens Arthur Robinson 
 10/F Jardine House 
 1 Connaught Place 

Central 
 Hong Kong 
 Tel 852 2840 1202 
 Fax 852 2840 0686 

www.aar.com.au 
 ©Copyright Allens Arthur Robinson 2008 








			
	Termination Deed	  	


		
	 	  	 

  

 Table of Contents 
  

					
	 1.
	  	Definitions and Interpretation	  	1
		  	 1.1 Definitions
	  	1
		  	 1.2 Interpretation
	  	1
			
	 2.
	  	Termination and Release	  	2
			
	 3.
	  	Confidentiality	  	2
		  	 3.1 Confidentiality
	  	2
		  	 3.2 Permitted disclosure
	  	2
		  	 3.3 Survival of obligation
	  	3
			
	 4.
	  	Notices	  	3
			
	 5.
	  	Governing Law	  	4
			
	 6.
	  	Costs and stamp duty	  	4
			
	 7.
	  	Execution	  	4
			
	 8.
	  	Entire Agreement	  	4
			
	 9.
	  	Counterparts	  	4

  

  
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	Date	  	2008
		
	Parties	  	

  

	 	1.	The PMI Group, Inc. of 3003 Oak Road, Walnut Creek, California 94597, United States of America (the Vendor). 

  

	 	2.	QBE Holdings (AAP) Pty Limited (ACN 000 005 881) of Level 2, 82 Pitt Street, Sydney, New South Wales, 2000, Australia (the Purchaser). 


 

	 	3.	QBE Insurance Group Limited (ACN 008 485 014) of Level 2, 82 Pitt Street, Sydney, New South Wales, 2000, Australia (the Note Issuer). 

 Recitals 
  

	 	A	The Vendor, the Purchaser and the Note Issuer are parties to a Share Sale Deed dated 29 August 2008, pursuant to which the Purchaser has agreed to purchase all the shares in
PMI Mortgage Insurance Asia Limited (the Share Sale Deed). 

  

	 	B	Pursuant to clause 21.1(a) of the Share Sale Deed, the Vendor and the Purchaser have agreed to terminate the Share Sale Deed in accordance with the terms of this Deed.


 Now this Deed witnesses as follows. 
  

	1.	Definitions and Interpretation 

  

	1.1	Definitions 

 Unless otherwise defined in this Deed,
definitions defined in the Share Sale Deed apply in this Deed: 
 Disclosure Letter means the letter dated 29 August 2008
executed by the Vendor and delivered to the Purchaser in relation to the Warranties. 
  

	1.2	Interpretation 

 Headings are for convenience only
and do not affect interpretation. The following rules apply unless the context requires otherwise. 
  

	 	(a)	The singular includes the plural, and the converse also applies. 

  

	 	(b)	A gender includes all genders. 

  

	 	(c)	If a word or phrase is defined, its other grammatical forms have a corresponding meaning. 

  

	 	(d)	A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity.


  

	 	(e)	A reference to a clause or schedule is a reference to a clause of or a schedule of this Deed. 

  

  
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	 	(f)	A reference to an agreement or document (including a reference to this Deed) is to the agreement or document as amended, supplemented, novated or replaced except to the extent
prohibited by this Deed or that other agreement or document. 

  

	 	(g)	A reference to writing includes any method of representing or reproducing words, figures, drawings, or symbols in a visible or tangible form. 

  

	 	(h)	A reference to a party to this Deed or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the
party’s legal personal representatives). 

  

	 	(i)	A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory
instrument issued under it. 

  

	 	(j)	Mentioning anything after includes, including, for example, or similar expressions, does not limit what else might be included. 

  

	 	(k)	Nothing in this Deed is to be interpreted against a party solely on the ground that the party put forward this Deed or any part of it. 

  

	2.	Termination and Release 

 The Vendor and the
Purchaser each agree: 
  

	 	(a)	to terminate the Share Sale Deed and the Disclosure Letter with immediate effect; and 

  

	 	(b)	that following termination of the Share Sale Deed and Disclosure Letter pursuant to paragraph (a): 

  

	 	(i)	Neither the Vendor nor the Purchaser will have any further rights or obligations under the Share Sale Deed except in relation to those clauses which survive termination of the Share
Sale Deed in accordance with its clause 21.2(a); and 

  

	 	(ii)	each of the Vendor and the Purchaser agrees to release the other party from any actions, demands, claims and proceedings under or in connection with the Share Sale Deed and
Disclosure Letter. 

  

	3.	Confidentiality 

  

	3.1	Confidentiality 

 Subject to clause 3.2, a
party must not disclose, or use for a purpose other than contemplated by this Deed, the terms of the Share Sale Deed or this Deed or any unpublished information or documents supplied by the other party in connection with the Share Sale Deed or this
Deed. 
  

	3.2	Permitted disclosure 

 A party may disclose any
confidential information or documents: 
  

	 	(a)	to the other party to this Deed; 

  

	 	(b)	under corresponding obligations of confidence as imposed by this clause, to persons which control or are controlled by or are under common control with the party within the meaning
of the Corporations Act 2001 (Cth), and the employees, legal advisors or consultants of such persons; or 

  

  
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	 	(c)	which is at the time lawfully in the possession of the proposed recipient of the information through sources other than the other party, or a Related Body Corporate of the other
party, to this Deed; 

  

	 	(d)	if required under a binding order of a Governmental Agency or under a procedure for discovery in any proceedings; 

  

	 	(e)	if required under any law or any administrative guideline, directive, request or policy whether or not having the force of law; 

  

	 	(f)	as required or permitted by this Deed; 

  

	 	(g)	to its bankers, professional advisers, its insurers and its reinsurers; 

  

	 	(h)	to any Rating Agency; or 

  

	 	(i)	with the prior written consent of the other party to this Deed. 

  

	3.3	Survival of obligation 

 This clause survives the
termination of the Share Sale Deed and this Deed. 
  

	4.	Notices 

 Any notice, demand, consent or other
communication (a Notice) given or made under this Deed: 
  

	 	(a)	must be in writing and signed by a person duly authorised by the sender; 

  

	 	(b)	must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or fax to the address or fax number below
or the address or fax number last notified by the intended recipient to the sender: 

  

			
	(i) to the Vendor:	  	 The PMI Group, Inc.
  
 3003 Oak Road
 Walnut Creek, CA 94597
 United States of America
  
 Facsimile: +1-925-658-6175
  
 Attention: General Counsel


		
	(ii) to the Purchaser and Note Issuer	  	 QBE Holdings (AAP) Pty Limited
  
 Level 2
 82 Pitt Street
 Sydney NSW 2000
  
 Facsimile: 612 9231 6104
  
 Attention: Company Secretary


  

	 	(c)	will be taken to be duly given or made: 

  

	 	(i)	in the case of delivery in person, when delivered; 

  

  
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	 	(ii)	in the case of delivery by post, two business days after the date of posting (if posted to an address in the same country) or seven business days after the date of posting (if
posted to an address in another country); and 

  

	 	(iii)	in the case of fax, on receipt by the sender of a transmission result report from the despatching machine showing the relevant number of pages and the correct destination fax
machine number or name of recipient and indicating that the transmission has been made without error, 

 but if the result is
that a Notice would be taken to be given or made on a day that is not a business day in the place to which the Notice is sent or at a time later than 4pm (local time), it will be taken to have been duly given or made at the commencement of business
on the next business day in that place. 
  

	5.	Governing Law 

 This Deed will be governed by the
laws of Hong Kong. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction there in connection with matters concerning this Deed. 
  

	6.	Costs and stamp duty 

 Each party shall bear its own
costs arising out of the preparation and negotiation of this Deed. All stamp duty (including fines, penalties and interest) that may be payable on or in connection with this Deed and any instrument executed under this Deed must be borne equally.

  

	7.	Execution 

 If any person executes this Deed on
behalf of a party, that person represents and warrants that he or she is at the time of execution, authorised to execute this Deed and has had no notice of the revocation of such authorisation. 
  

	8.	Entire Agreement 

 This Deed contains the entire
agreement between the parties with respect to its subject matter. It sets out the only conduct relied on by the parties and supersedes all earlier conduct and prior agreements and understandings between the parties in connection with its subject
matter. 
  

	9.	Counterparts 

 This Deed may be executed in any
number of counterparts. All counterparts together will be taken to constitute one instrument. 
  

  
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 Executed and delivered as a Deed in 
 Executed as a deed by The PMI Group, Inc.: 
  

					
			
	/s/ L. Stephen Smith	 		 	/s/ Andrew D. Cameron
	Signature of director	 		 	Signature of director/company secretary
		 		 	(Please delete as applicable)
			
	  	 		 	  
	Name of director (print)	 		 	Name of signatory (print)
			
	Executed as a deed in accordance with section 127 of the Corporations Act 2001 (Cth) by QBE Holdings (AAP) Pty Limited:	 		 	
			
	/s/ Frank M. O’Halloran	 		 	/s/ Duncan Ramsay
	Signature of director	 		 	Signature of director/company secretary
		 		 	(Please delete as applicable)
			
	  	 		 	  
	Name of director (print)	 		 	Name of signatory (print)
			
	Executed as a deed in accordance with section 127 of the Corporations Act 2001 (Cth) by QBE Insurance Group Limited:	 		 	
			
	/s/ Frank M. O’Halloran	 		 	/s/ Duncan Ramsey
	Signature of director	 		 	 Signature of director/company secretary
 (Please
delete as applicable)

			
	  	 		 	  
	Name of director (print)	 		 	Name of signatory (print)

  

  
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