Essent Group Ltd. Sample Contracts
Underwriting AgreementUnderwriting Agreement • October 21st, 2013 • Essent Group Ltd. • Surety insurance • New York
Essent Group Ltd., a Bermuda exempted company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares and, at the election of the Underwriters, up to [·] additional shares of common shares, par value $0.015 per share (“Stock”) of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [·] shares. The aggregate of [·] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the [·] additional shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Standard Contracts
Essent Group Ltd. Common Shares, par value $0.015 per share Underwriting AgreementUnderwriting Agreement • June 2nd, 2020 • Essent Group Ltd. • Surety insurance • New York
Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto,
Essent Group Ltd. Underwriting AgreementUnderwriting Agreement • July 1st, 2024 • Essent Group Ltd. • Surety insurance
Essent Group Ltd., a Bermuda exempted company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of $500 million principal amount of 6.250% Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture (the "Base Indenture"), to be dated as of July 1, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture”) to be dated as of July 1, 2024, between the Company and the Trustee. The Base Indenture, together with the Supplemental Indenture, are referred to herein as the “Indenture.”
Underwriting AgreementUnderwriting Agreement • November 25th, 2014 • Essent Group Ltd. • Surety insurance • New York
Essent Group Ltd., a Bermuda exempted company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 common shares, par value $0.015 per share (“Common Shares”), of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 6,000,000 Common Shares and, at the election of the Underwriters, up to 1,800,000 additional Common Shares. The aggregate of 12,000,000 Common Shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Shares” and the 1,800,000 additional Common Shares to be sold by the Selling Shareholders are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collecti
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2015 • Essent Group Ltd. • Surety insurance • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of September 2013, by and between Essent US Holdings, Inc., a Delaware corporation (the “Company”), and Lawrence McAlee (the “Executive”).
Common Shares, par value $0.015 per share Underwriting AgreementUnderwriting Agreement • August 11th, 2017 • Essent Group Ltd. • Surety insurance • New York
Essent Group Ltd., a Bermuda exempted company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 5,000,000 common shares, par value $0.015 per share (“Common Shares”), of the Company and, at the election of the Underwriter, up to 750,000 additional Common Shares. The aggregate of 5,000,000 Common Shares to be sold by the Company is herein called the “Firm Shares” and the 750,000 additional Common Shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2013 • Essent Group Ltd. • Surety insurance • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of September 2013, by and between Essent US Holdings, Inc., a Delaware corporation (the “Company”), and Mark A. Casale (the “Executive”).
ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 7, 2009 BY AND AMONG TRIAD GUARANTY INSURANCE CORPORATION, TRIAD GUARANTY INC. AND ESSENT GUARANTY, INC.Asset Purchase Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of October 7, 2009 by and among Triad Guaranty Insurance Corporation, an Illinois domiciled insurance company (“TGIC”), and Triad Guaranty Inc., a Delaware corporation (“TGI” and, together with TGIC, the “Sellers”) and Essent Guaranty, Inc., a Pennsylvania stock insurance company (the “Buyer”).
ESSENT GROUP LTD., Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee SENIOR INDENTURE Dated as of July 1, 2024 Senior Debt SecuritiesSenior Indenture • July 1st, 2024 • Essent Group Ltd. • Surety insurance • New York
SENIOR INDENTURE, dated as of July 1, 2024 (the “Indenture”), by and between Essent Group Ltd., a company duly organized and existing under the laws of Bermuda (hereinafter called the “Company”), having its principal executive office located at Clarendon House 2 Church Street, Hamilton HM 11, Bermuda and U.S. Bank Trust Company, National Association, a national banking association (hereinafter called the “Trustee”), having its Corporate Trust Office located at Two Liberty Place, 50 S. 16th Street, Suite 2000, Mail Station: EX-PA-WBSP, Philadelphia, Pennsylvania 19102.
SHAREHOLDERS AGREEMENTShareholder Agreement • March 10th, 2014 • Essent Group Ltd. • Surety insurance • New York
SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of November 5, 2013, among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and Essent Intermediate, L.P. and Pine Brook Essent Co-Invest, L.P. (such entities, collectively, the “Pine Brook Entities”).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance
This Agreement is made as of the [Date] by and between Essent Group Ltd., a Bermuda exempted company (the “Company”), and [Name] (the “Indemnitee”), a [Director/Officer] of the Company.
AMENDED AND RESTATED CLASS A COMMON SHARE SUBSCRIPTION AGREEMENTClass a Common Share Subscription Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
AMENDED AND RESTATED CLASS A COMMON SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 25, 2010, by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the Persons (as defined below) listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2013 • Essent Group Ltd. • Surety insurance • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of September 2013, by and between Essent US Holdings, Inc., a Delaware corporation (the “Company”), and Vijay Bhasin (the “Executive”).
FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 26th, 2021 • Essent Group Ltd. • Surety insurance
Pursuant to the Notice of Grant of Stock (the “Grant Notice”) attached to this Restricted Stock Agreement (the “Agreement”), Essent Group Ltd. (the “Company”) has granted to the holder named in the row entitled “Participant Name” in the Grant Notice (the “Participant”) the number of shares of Stock (as defined below) set forth in the row entitled “Share Amount” in the Grant Notice (the “Shares”) pursuant to the Company’s 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”).
AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENTShareholders Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance
Reference is made to that certain Shareholders Agreement, dated as of February 6, 2009 (as amended, the “Shareholders Agreement”) by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”), and the Investors listed on the signature pages thereto. Capitalized terms used and not defined herein have the meanings assigned to them in the Shareholders Agreement.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2014 • Essent Group Ltd. • Surety insurance • New York
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 11, 2014, by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and the Persons (as defined below) set forth on Exhibit A attached hereto (the “Shareholders”).
AMENDMENT AND WAIVER TO FEE AGREEMENTFee Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
THIS AMENDMENT AND WAIVER TO FEE AGREEMENT (this “Amendment”) is made and entered into as of December 18, 2012 by and among Essent Group Ltd. (the “Company”) and the Investors listed on the signature pages hereto.
SHAREHOLDERS AGREEMENTShareholders Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of February 6, 2009, by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the holders of the Company Securities (as defined below) set forth on Exhibit A attached hereto (the “Shareholders”).
FEE AGREEMENTFee Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
FEE AGREEMENT (this “Agreement”), dated as of February , 2009, by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the Investors set forth on Exhibit A attached hereto (the “Investors”).
AMENDED AND RESTATED CREDIT AGREEMENT as amended by Incremental Amendment No. 1, dated as of May 2, 2018 among ESSENT GROUP LTD., ESSENT IRISH INTERMEDIATE HOLDINGS LIMITED and ESSENT US HOLDINGS, INC. as Borrowers, The Several Lenders from Time to...Credit Agreement • May 7th, 2018 • Essent Group Ltd. • Surety insurance • New York
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • September 16th, 2013 • Essent Group Ltd. • Surety insurance • New York
This AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of March 25, 2010 (this “Amendment”), amends the Shareholders Agreement, dated as of February 6, 2009 (the “Shareholders Agreement”) by and among Essent Group Ltd., a limited liability company organized under the laws of Bermuda (the “Company”) and each of the holders of Company Securities set forth on Exhibit A thereto. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Shareholders Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2019 • Essent Group Ltd. • Surety insurance • Delaware
This EMPLOYMENT AGREEMENT (this ”Agreement”) is made and entered into as of this 26th day of September 2013 (the ”Effective Date”), by and between Essent US Holdings, Inc., a Delaware corporation (the ”Company”), and Christopher G. Curran (the ”Executive”).
ESSENT GUARANTY, INC.Employment Agreement • November 8th, 2021 • Essent Group Ltd. • Surety insurance
This letter confirms our conversation and, as required by the terms of your employment agreement, dated September 26, 2013 (the “Employment Agreement”), constitutes formal written notice that your employment with Essent Guaranty, Inc. (together with Essent Group Ltd. and its subsidiaries, the “Company”) will cease as of October 8, 2021 (the “Separation Date”). Following the Separation Date, you agree that you may not represent yourself as being an employee, officer, director or representative of the Company for any purpose. In accordance with Company policy, we ask that upon the Separation Date you immediately return all “confidential information” and other Company equipment or property to the Company.
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 17th, 2023 • Essent Group Ltd. • Surety insurance • New York
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 21, 2022 (this “Amendment”), by and among Essent Group Ltd., a Bermuda exempted company limited by shares with registration number 42085 (“Essent”), Essent Irish Intermediate Holdings Limited, an Irish private company limited by shares having company number 541443 (“Essent IIH”) and Essent US Holdings, Inc., a Delaware corporation (“Essent USH” and, together with Essent and Essent IIH, the “Borrowers”), JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement (in such capacity, the “Administrative Agent”), and the Lenders (as defined below) party hereto.
CREDIT AGREEMENT among ESSENT GROUP LTD., ESSENT IRISH INTERMEDIATE HOLDINGS LIMITED and ESSENT US HOLDINGS, INC. as Borrowers, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of...Credit Agreement • April 21st, 2016 • Essent Group Ltd. • Surety insurance • New York
ESSENT GROUP LTD., Issuer and FIRST SUPPLEMENTAL INDENTURE Dated as of July 1, 2024First Supplemental Indenture • July 1st, 2024 • Essent Group Ltd. • Surety insurance • New York
This First Supplemental Indenture, dated as of July 1, 2024 (this “Supplemental Indenture”), to the Senior Indenture, dated as of July 1, 2024 (the “Original Indenture”), by and between Essent Group Ltd., a company duly organized and existing under the laws of Bermuda (the “Company”), having its principal executive office located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, not in its individual capacity but solely as trustee (the “Trustee”), having its corporate trust office located at Two Liberty Place, 50 S. 16th Street, Suite 2000, Mail Station: EX-PA-WBSP, Philadelphia, PA 19102, is effective upon the execution hereof by the parties hereto.
October 2, 2013 Essent Group Ltd. Clarendon House 2 Church Street Hamilton HM 11, Bermuda Re: Letter Agreement Ladies and Gentlemen:Letter Agreement • October 4th, 2013 • Essent Group Ltd. • Surety insurance • New York
This Letter Agreement, dated as of October 2, 2013 (this “Agreement”), is between The Goldman Sachs Group, Inc. (“Goldman Sachs”) and Essent Group, Ltd. (the “Company”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 27th, 2015 • Essent Group Ltd. • Surety insurance
Pursuant to the Notice of Grant of Stock (the “Grant Notice”) attached to this Restricted Stock Agreement (the “Agreement”), Essent Group Ltd. (the “Company”) has granted to the holder named in the row entitled “Participant Name” in the Grant Notice (the “Participant”) the number of shares of Stock (as defined below) set forth in the row entitled “Share Amount” in Grant Notice (the “Shares”) pursuant to the Company’s 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”).
ESSENT GROUP LTD. 2009 RESTRICTED SHARE PLAN RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • September 26th, 2013 • Essent Group Ltd. • Surety insurance • New York
THIS RESTRICTED SHARE AWARD AGREEMENT (the “Agreement”), is made effective as of the day of , 2009, between Essent Group Ltd., a Bermuda company (the “Company”), and (the “Participant”):
ESSENT GUARANTY, INC.Transition and Separation Agreement • August 8th, 2022 • Essent Group Ltd. • Surety insurance
This letter agreement (the “Letter”) confirms our conversation and, as required by the terms of your employment agreement, dated September 30, 2013 (your “Employment Agreement”), constitutes formal written notice that, subject to the terms of this Letter, effective as of the date hereof (the “Transition Date”), you will cease to serve as a Senior Vice President and the Chief Financial Officer of Essent US Holdings, Inc. (together with Essent Group Ltd. and its subsidiaries, the “Company”), and that on December 31, 2022 (the “Separation Date”), your employment with the Company shall end.
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2016 • Essent Group Ltd. • Surety insurance
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of March, 2015, by and between Essent Reinsurance Ltd. (the “Company”) and Joseph Hissong (the “Executive”).
