BRIDGE CREDIT AGREEMENT

Bridge Loan Agreement

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Title: BRIDGE CREDIT AGREEMENT
Date: 5/10/2005
Industry: INSPPY Sector: FINANC

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


Section		Page
	ARTICLE I

	DEFINITIONS

1.1	Certain Defined Terms		1
1.2	Other Interpretive Provisions		14
1.3	Accounting Principles		15

	ARTICLE II

	THE CREDITS

2.1	Amounts and Terms of Commitments		15
2.2	Loan Accounts		16
2.3	Procedure for Borrowing		16
2.4	Conversion and Continuation Elections		17
2.5	Termination or Reduction of Commitments		18
2.6	Optional Prepayments		18
2.7	Mandatory Prepayments		19
2.8	Repayment		19
2.9	Interest		19
2.10	Commitment Fees		20
2.11	Computation of Fees and Interest		20
2.12	Payments by the Company		20
2.13	Payments by the Banks to the Agent		21
2.14	Sharing of Payments, Etc		21

	ARTICLE III

	TAXES, YIELD PROTECTION AND ILLEGALITY

3.1	Taxes		22
3.2	Illegality		23
3.3	Increased Costs and Reduction of Return		24
3.4	Funding Losses		25
3.5	Inability to Determine Rates		25
3.6	Substitution of Banks		26
3.7	Survival		26

-i-


Section		Page
	ARTICLE IV

	CONDITIONS PRECEDENT

4.1	Conditions of Initial Loans		26
4.2	Conditions to All Borrowings		27

	ARTICLE V

	REPRESENTATIONS AND WARRANTIES

5.1	Corporate Existence and Power		28
5.2	Corporate Authorization; No Contravention		28
5.3	Governmental Authorization		29
5.4	Binding Effect		29
5.5	Litigation		29
5.6	No Default		29
5.7	ERISA Compliance		29
5.8	Use of Proceeds; Margin Regulations		30
5.9	Title to Properties		30
5.10	Taxes		30
5.11	Financial Condition		31
5.12	Environmental Matters		31
5.13	Regulated Entities		31
5.14	Full Disclosure		32

	ARTICLE VI

	AFFIRMATIVE COVENANTS

6.1	Financial Statements		32
6.2	Certificates; Other Information		33
6.3	Notices		34
6.4	Preservation of Corporate Existence, Etc		34
6.5	Maintenance of Property		34
6.6	Insurance		34
6.7	Payment of Obligations		34
6.8	Compliance with Laws		35
6.9	Compliance with ERISA		35
6.10	Inspection of Property and Books and Records		35
6.11	Environmental Laws		35
6.12	Use of Proceeds		35