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Exhibit
10.37
AMENDMENT NO.
2
AMENDMENT NO. 2 ,
dated as of April 24, 2008 (this “ Agreement
”) to the Revolving Credit Agreement, dated as of
October 24, 2006, as amended by Amendment No. 1, dated as
of March 16, 2008 (as so amended, the “ Credit
Agreement ”), among The PMI Group, Inc., a Delaware
corporation (the “ Borrower ”), the lenders
referred to therein (the “ Lenders ”) and Bank
of America, N.A., as Administrative Agent (in such capacity,
together with any successor in such capacity, the “
Administrative Agent ”).
INTRODUCTORY
STATEMENTS
All capitalized terms not
otherwise defined in this Agreement are used herein as defined in
the Credit Agreement.
The Borrower has requested
that the Lenders agree to amend the Credit Agreement as hereinafter
set forth.
Subject to the terms and
conditions hereof, the Lenders signatory to this Agreement are
willing to agree to such amendments but only upon the terms and
conditions set forth herein.
In consideration of the
mutual agreements contained herein and other good and valuable
consideration the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Amendments to
the Credit Agreement .
(A) The definition of
“Collateral Agency Agreement” appearing in
Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
“‘ Collateral
Agency Agreement ’ means that certain Collateral Agency
Agreement dated as of April 24, 2008, among the Collateral
Agent, the Administrative Agent and the Borrower, as such agreement
may be amended, amended and restated, supplemented or otherwise
modified, renewed or replaced from time to time.”
(B) The definition of
“Shared Collateral Pledge Agreement” appearing in
Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
“‘ Shared
Collateral Pledge Agreement ’ means that certain Shared
Collateral Pledge Agreement dated as of April 24, 2008,
between the Borrower and the Collateral Agent (for the benefit of
the Secured Parties), as such agreement may be amended, amended and
restated, supplemented or otherwise modified, renewed or replaced
from time to time.”
(C) The definition of
“Indemnified Liabilities” appearing in
Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
“‘ Indemnified
Liabilities ’ means 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 Administrative Agent) be imposed
on, incurred by or asserted against any Agent-Related Person in any
way relating to or arising out of this Agreement, the Collateral
Agency Agreement, the Shared Collateral Pledge Agreement or any
other Loan Document or any document contemplated by or referred to
herein or therein, or the transactions contemplated hereby or
thereby, or any action taken or omitted by any Agent-Related 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, the Collateral Agency Agreement, the
Shared Collateral Pledge Agreement or any other Loan Document, or
the Loans or the use of the proceeds thereof, whether or not any
Agent-Related Person is a party thereto.”
(D) The following definitions
are hereby added to Section 1.01 of the Credit Agreement in
the correct alphabetical order:
‘ Amendment
No. 2 ’ means Amendment No. 2, dated as of
April 24, 2008, to this Agreement.
‘ Amendment
No. 2 Effective Date ’ has the meaning specified in
Section 3 of Amendment No. 2.
SECTION 2. Representations
and Warranties . The Borrower represents and warrants, as of
the date hereof and as of the Amendment No. 2 Effective Date,
to the Administrative Agent, the L/C Issuer and the Lenders
that:
(A) the execution, delivery
and performance by the Borrower of this Agreement, the Credit
Agreement as modified by this Agreement and any other documents or
instruments delivered pursuant to Section 3 hereof
(i) have been duly authorized by all requisite corporate
action on the part of the Borrower; and (ii) will not violate
(x) any provision of any statute, rule or regulation, or any
Organizational Document of the Borrower, (y) any applicable
order of any court or any rule, regulation or order of any other
agency of government, or (z) any indenture, agreement or other
instrument to which Borrower is a party or by which the Borrower or
any of its property is bound, or be in conflict with, result in a
breach of, constitute (with notice or lapse of time or both) a
default under, or create any right to terminate, any such
indenture, agreement, or other instrument; and
(B) upon the occurrence of
the Amendment No. 2 Effective Date, this Agreement and each
other agreement delivered pursuant to Section 3 hereof
will constitute the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting
creditors’ rights generally and by general equitable
principles (regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law).
2
SECTION 3. Effective
Date . This Agreement shall not become effective until the date
on which all of the following conditions precedent shall have been
satisfied, or waived in writing (such date being referred to herein
as the “ Amendment No. 2 Effective Date
”):
(A) The Administrative Agent
shall have received fully executed counterparts of this Agreement
executed by (i) the Borrower, (ii) the Administrative
Agent and (iii) the Required Lenders.
(B) The Administrative Agent
and its counsel shall have received such approvals, information,
materials and documentation as the Administrative Agent or its
counsel may reasonably request, which approvals, information,
materials and documentation shall be reasonably satisfactory in
form and substance to the Administrative Agent and its
counsel.
(C) All representations and
warranties contained in Section 2 of this Agreement
shall be true.
SECTION 4.
CONFIRMATION AND ACKNOWLEDGE
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