EXHIBIT 4.6(f)
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 2001
(this "Amendment"), amends the Credit Agreement, dated as of February 13, 1996,
as heretofore amended (as so amended, the "Credit Agreement"), between The PMI
Group, Inc., a Delaware corporation (the "Company") and Bank of America, N.A.
(formerly known as Bank of America National Trust and Savings Association) (the
"Bank"). Terms defined in the Credit Agreement are, unless otherwise defined
herein or the context otherwise requires, used herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement, which
provides for the Bank to extend certain credit to the Company from time to time;
and
WHEREAS, the parties hereto desire to extend the Credit Agreement and amend
the Credit Agreement in certain respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENT. Subject to the satisfaction of provisions of Section 2
below, effective as of December 31, 2001:
SECTION 1.1 Termination Date. The definition of "Termination Date" in
Section 1.1 of the Credit Agreement is hereby amended by the deletion of the
date "December 31, 2001" and the substitution of the date "December 30, 2002"
therefor.
SECTION 1.2 Consolidated Net Worth. Section 7.11(a) of the Credit
Agreement is hereby amended to state in its entirety as follows:
"(a) the Consolidated Net Worth to be less than $850,000,000."
SECTION 1.3 Statutory Capital. Section 7.1l(d) of the Credit Agreement is
hereby amended to state in its entirety as follows:
"(d) the Statutory Capital of PMI Mortgage Insurance Company to be less
than $1,000,000,000."
SECTION 2 CONDITIONS PRECEDENT. This Amendment shall become effective as of
December 31, 2001 subject to the satisfaction of each of the conditions
precedent set forth in this Section 2.
SECTION 2.1 Receipt of Documents. The Bank shall have received all of the
following documents duly executed, dated the date hereof or such other date as
shall be acceptable to the Bank, and in form and substance satisfactory to the
Bank:
(a) Amendment. This Amendment, duly executed by the Company and the
Bank.
(b) Secretary's Certificate. A certificate of the secretary or an
assistant secretary of the Company, as to (i) resolutions of the Board of
Directors of the Company then in full force and effect authorizing the
execution, delivery and performance of this Amendment, and (ii) the
incumbency and signatures of those officers of the Company authorized to
act with respect to this Amendment and each other document described
herein.
SECTION 2.2 Compliance with Warranties, No Default, etc. Both before and
after giving effect to the effectiveness of this Amendment, the following
statements by the Company shall be true and correct (and the Company, by its
execution of this Amendment, hereby represents and warrants to the Bank that
such statements are true and correct as at such times):
(a) the representations and warranties set forth in Article V of the
Credit Agreement shall be true and correct with the same effect as if then
made (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier
date); and
(b) no Event of Default or Default shall have then occurred and be
continuing.
SECTION 3 REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into
this Amendment, the Company represents and warrants to the Bank as follows:
SECTION 3.1 Due Authorizations, Non-Contravention, etc. The execution,
delivery and performance by the Company of this Amendment are within the
Company's corporate powers, have been duly authorized by all necessary corporate
action, and do not
(a) contravene the Company's Organization Documents;
(b) contravene any contractual restriction, law or governmental
regulation or court decree or order binding on or affecting the Company; or
(c) result in, or require the creation or imposition of, any Lien on
any of the Company's properties.
SECTION 3.2 Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or
other Person is required for the due execution, delivery or performance by the
Company of this Amendment.
SECTION 3.3 Validity, etc. This Amendment constitutes the legal, valid and
binding obligation of the Company enforceable in accordance with its terms.
SECTION 4 MISCELLANEOUS.
SECTION 4.1 Continuing Effectiveness, etc. This Amendment shall be deemed
to be an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, shall remain in full force and effect and is hereby ratified, approved
and confirmed in each and every respect. After the effectiveness of this
Amendment in accordance with its terms, all references to the Credit Agreement
in the Loan Documents or in any other document, instrument, agreement or writing
shall be deemed to refer to the Credit Agreement as amended hereby.
SECTION 4.2 Payment of Costs and Expenses. The Company agrees to pay on
demand all expenses of the Bank (including the fees and out-of-pocket expenses
of counsel to the Bank and allocated costs of internal counsel) in connection
with the negotiation, preparation, execution and delivery of this Amendment.
SECTION 4.3 Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
SECTION 4.4 Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
SECTION 4.5 Execution in Counterparts. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.
SECTION 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.
SECTION 4.7 Successors and Assigns. This Amendment shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
THE PMI GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: VP, Treasurer
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: VP, Controller
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BANK OF AMERICA, N.A.
By: /s/ [ILLEGIBLE]
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Title: Principal
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