BRIDGE CREDIT AGREEMENT

Exhibit 4.1

BRIDGE
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

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BRIDGE CREDIT AGREEMENT

     This BRIDGE 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:

     “ 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 0.0% for Base Rate Loans and 0.33% for Offshore Base Rate Loans.

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

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

     “ 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.

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     “ 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 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 Termination Date ” means the earlier to occur of:

               (a) October 15, 2005; and

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

     “ 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

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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.

     “ 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.

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     “ 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.”

     “ 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.

     “ Existing Notes ” means the Company’s 7 ¹ / 2 % Senior Notes due October 15, 2005.

     “ 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.

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     “ 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), Indebtedness, lease or letter of credit (the “ primary obligations ”) of another Person (the “ primary obligor ”), including any obligation of that Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to 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, (iii) 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 (iv) 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.

     “ 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

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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 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.

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     “ 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

               (iii) no Interest Period shall extend beyond the Maturity 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

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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 and any Notes.

     “ 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.

     “ Maturity Date ” means the first anniversary of the initial borrowing hereunder or, if such anniversary is not a Business Day, then the Maturity Date shall be the Business Day most immediately preceding such anniversary.

     “ 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.

     “ 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.

     “ 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.

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     “ 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:

Where,

     “ 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

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               (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.

          “ 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.

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     “ 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 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.

     “ 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

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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 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

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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.

     “ 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.

     “ 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

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     1.3 Accounting Principles

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 Commitment 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 , 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 .

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     2.2 Loan Accounts .

     2.3 Procedure for Borrowing .

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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.

     2.4 Conversion and Continuation Elections .

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.

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     2.5 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. If the Company pays, prepays, defeases or redeems all or any portion of the Existing Notes other than with the proceeds of Loans, it shall forthwith notify the Agent of such event; and upon receipt by the Agent of such notice the Commitments shall automatically be reduced by the aggregate principal amount of the Existing Notes so paid, prepaid or redeemed or if the Existing Notes are so paid in full the Commitments hereunder shall be terminated. 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

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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 Mandatory Prepayments . If the Company finances or refinances the payment, prepayment or redemption of all of any portion of the Existing Notes with the proceeds of Indebtedness (other than the Loans) incurred after the maturity date of the Existing Notes, it shall forthwith notify the Agent of such event and prepay the Loans in an aggregate principal amount equal to the amount of such proceeds used for such purpose.

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

     2.9 Interest .

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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 Commitment Fees .

     2.11 Computation of Fees and Interest .

     2.12 Payments by the Company .

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     2.13 Payments by the Banks to the Agent .

     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, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Pro Rata

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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 .