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Exhibit 10.5
EXECUTION COPY
FIRST AMENDMENT, dated as of September 13, 2006 (this "
Amendment "), to the BRIDGE LOAN CREDIT AGREEMENT dated as
of August 23, 2006 (as amended, restated, supplemented or
otherwise modified from time to time, the " Credit Agreement
"), among THE PMI GROUP, INC. a Delaware corporation (the "
Borrower "), the LENDERS party thereto and GOLDMAN SACHS
CREDIT PARTNERS L.P., as Administrative Agent (in such capacity,
the " Administrative Agent ").
WITNESSETH:
WHEREAS, the Lenders have agreed to extend credit to the
Borrower on the terms and subject to the conditions set forth in
the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders amend
certain provisions of the Credit Agreement, and the Lenders whose
signatures appear on the signature pages hereof, constituting at
least the Required Lenders, are willing to amend the Credit
Agreement on the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not
otherwise defined herein (including in the recitals hereto) have
the meanings assigned to them in the Credit Agreement.
SECTION 2. Amendment of Defined Term "Accelerated Share
Repurchase Program". Notwithstanding anything to the contrary
in the Credit Agreement, the defined term " Accelerated Share
Repurchase Program " shall mean any share repurchase program
entered into by the Borrower with Goldman Sachs Credit Partners
L.P. or any of its affiliates for the purpose o
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