NMI Holdings, Inc. Sample Contracts
NMI Holdings, Inc. 13,800,000 Shares of Class A Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • June 8th, 2020 • NMI Holdings, Inc. • Surety insurance • New York
NMI Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,800,000 shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,070,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock outstanding after giving effect to the sale of the Shares hereby are referred to herein as the “Stock”.
Standard Contracts
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:Indenture • May 21st, 2024 • NMI Holdings, Inc. • Surety insurance
INDENTURE (herein called this “Indenture”), dated as of May 21, 2024, between NMI Holdings, Inc., a corporation duly formed and existing under the laws of the State of Delaware (herein called the “Company”) and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”).
NMI Holdings, Inc. Underwriting AgreementUnderwriting Agreement • May 8th, 2024 • NMI Holdings, Inc. • Surety insurance • New York
NMI Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $425,000,000 aggregate principal amount of its 6.000% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an indenture to be dated as of May 21, 2024 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture relating to the Securities, to be dated as of May 21, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of April 17, 2012 between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 55,000,000 shares of Common Stock (plus an additional 8,250,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
NMI HOLDINGS, INC. Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2013 • NMI Holdings, Inc. • Surety insurance • New York
The undersigned understands that FBR Capital Markets & Co. (“FBRC”) (the “Representative”) and potentially other underwriters (together with the Representative, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with NMI Holdings, Inc., a Delaware corporation (the “Company”) and certain stockholders of the Company set forth therein (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriters of shares (the “Shares”) of common stock of the Company (“Common Stock”) pursuant to the Registration Statement on Form S-1, as amended (File No. 333-191635) filed with the U.S. Securities and Exchange Commission (the “SEC”).
NMI HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR EMPLOYEES)Restricted Stock Unit Award Agreement • February 15th, 2024 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [●], _____ (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
CREDIT AGREEMENT Dated as of April 29, 2024 among NMI HOLDINGS, INC., as the Company, ROYAL BANK OF CANADA, as the Agent, and THE LENDERS PARTY HERETO RBC CAPITAL MARKETS1, BANK OF MONTREAL, CITIBANK, N.A. AND TRUIST SECURITIES, INC., as Joint Lead...Credit Agreement • May 1st, 2024 • NMI Holdings, Inc. • Surety insurance • New York
NMI HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR INDEPENDENT DIRECTORS)Restricted Stock Unit Award Agreement • February 15th, 2024 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [●], ________ (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012, by and between Bradley M. Shuster (the “Executive”) and NMI Holdings, Inc. (the “Company”), a Delaware corporation.
NMI HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT (FOR EXECUTIVE OFFICERS/EMPLOYEES)Nonqualified Stock Option Agreement • August 1st, 2017 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of [•], ______ (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
ContractJoinder Agreement • November 3rd, 2021 • NMI Holdings, Inc. • Surety insurance
JOINDER AGREEMENT, dated as of October 29, 2020 (this “Agreement”), among NMI Holdings, INC., a Delaware corporation (the “Company”), NMI SERVICES, INC., a Delaware corporation, CITIBANK, N.A., as Lender (“Citi”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Agent”), to the Credit Agreement dated, as of May 24, 2018, among the Company, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), and the Agent (as amended, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
NONQUALIFIED STOCK OPTION AGREEMENT (FOR MANAGEMENT)Nonqualified Stock Option Agreement • June 21st, 2013 • NMI Holdings, Inc. • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of [●] (the “Date of Grant”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
WARRANT to Purchase Common Stock ofWarrant Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • Delaware
This certifies that, for value received, MAC Financial Ltd. is entitled, at any time and from time to time, beginning on the date hereof until 5:00 P.M., New York City time, on the Expiration Date (the “Warrant Exercise Period”) to purchase from NMI Holdings, Inc., a Delaware corporation, and any successor thereto (the “Company”), up to 678,295 Warrant Shares at the Exercise Price on the terms and conditions and pursuant to the provisions hereinafter provided. This Warrant is issued pursuant to Section 2.1(a) of the Purchase Agreement (as defined below) as partial consideration for the sale of the Purchased Shares (as defined in the Purchase Agreement).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance
THIS AMENDMENT (this “Amendment”) to the Stock Purchase Agreement (the “Agreement”), dated as of November 30, 2011, by and among NMI Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Buyer”), and MAC Financial Ltd., a Bermuda exempted company (the “Seller”), is made and entered into as of April 6, 2012, by and between the Buyer and the Seller and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the meaning assigned to them in the Agreement.
SEPARATION AGREEMENTSeparation Agreement • March 4th, 2024 • NMI Holdings, Inc. • Surety insurance
THIS SEPARATION AGREEMENT (this “Agreement”) is made this 1st day of March, 2024, by and between Ravi Mallela (hereinafter referred to as “Executive”), and NMI Holdings, Inc. (hereinafter referred to as the “Company”), in accordance with the Company’s Severance Benefit Plan (the “Severance Plan”). Executive and the Company shall collectively be referred to hereinafter as the “Parties”.
NMI HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance Based)Restricted Stock Unit Award Agreement • February 15th, 2024 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [●] (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Participant”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance
THIS AMENDMENT (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of March 6, 2012, by and between John M. Sherwood (the “Executive”) and NMI Holdings, Inc. (the “Company”) a Delaware Corporation, is made and entered into as of April 24, 2012, by and between the Executive and the Company and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the meaning assigned to them in the Employment Agreement.
STOCK PURCHASE AGREEMENT dated as of November 30, 2011 by and among NMI HOLDINGS, INC. and MAC FINANCIAL LTD.Stock Purchase Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of November 30, 2011, by and among NMI Holdings, Inc., a Delaware corporation (the “Buyer”), and MAC Financial Ltd., a Bermuda exempted company (the “Seller”).
CONFIDENTIAL TREATMENT REQUESTED PORTIONS OF THIS AGREEMENT MARKED BY *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONCommitment Letter • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance
Re: Commitment Letter for Bulk Fannie Mae-Paid Loss-on-Sale Mortgage Insurance on the Portfolio of approximately $5.46 billion Purchased by Fannie Mae and Identified by Fannie Mae as Deal No. 2013 MIRT 01 and by the Company as Policy No. P-0001-01.
NMI HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR EMPLOYEES)Restricted Stock Unit Award Agreement • February 14th, 2025 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [●] (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
NMI Holdings, Inc. NONQUALIFIED STOCK OPTION AGREEMENT (FOR CEO/CFO)Nonqualified Stock Option Agreement • February 17th, 2017 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of ___________(the “Date of Grant”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and ____________________ (“Participant”).
NMI HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT (FOR EMPLOYEES)Nonqualified Stock Option Agreement • May 2nd, 2019 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of [•], ______ (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2012, by and between MAC Financial Ltd., a Bermuda exempted company (“MAC”), and NMI Holdings, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 25th, 2014 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of November ___, 2014 between NMI Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
NMI HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR CEO/CFO)Restricted Stock Unit Award Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [●] (the “Date of Grant”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
NMI HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 19th, 2016 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of ___, _______ (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
ContractCredit Agreement • March 20th, 2020 • NMI Holdings, Inc. • Surety insurance
EXTENSION AMENDMENT, dated as of March 20, 2020 (this “Amendment”), among NMI Holdings, INC., a Delaware corporation (the “Company”), NMI SERVICES, INC., a Delaware corporation (the “Guarantor”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Agent”) and the other Revolving Lenders party hereto, to the Credit Agreement dated, as of May 24, 2018, among the Company, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), and the Agent (as amended, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Stan Pachura January 19, 2015 Dear Stan:Separation Agreement • January 20th, 2015 • NMI Holdings, Inc. • Surety insurance • California
This letter (“Agreement”) sets forth our recent conversations regarding the expiration of the Letter Agreement you signed on April 26, 2012 (“Prior Agreement”).
CREDIT AGREEMENTCredit Agreement • November 10th, 2015 • NMI Holdings, Inc. • Surety insurance • New York
This CREDIT AGREEMENT is entered into as of November 10, 2015, by and among NMI HOLDINGS, INC., a Delaware corporation (together with its successors, the “Company”), the lenders from time to time party to this Agreement (collectively, the “Lenders”; individually, each a “Lender”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders.
NMI HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 17th, 2017 • NMI Holdings, Inc. • Surety insurance • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [] (the “Grant Date”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (“Participant”).
ContractCredit Agreement • May 6th, 2020 • NMI Holdings, Inc. • Surety insurance
AMENDMENT NO 1, dated as of May 6, 2020 (this “Amendment”), among NMI HOLDINGS, INC., a Delaware corporation (the “Company”), NMI SERVICES, INC., a Delaware corporation (the “Guarantor”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Agent”) and the other Revolving Lenders party hereto, to the Credit Agreement dated, as of May 24, 2018, among the Company, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), and the Agent (as amended, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
July 31, 2017Separation Agreement • August 1st, 2017 • NMI Holdings, Inc. • Surety insurance
We thank you for your service to NMI Holdings, Inc. (“NMI”) and congratulate you on your retirement from NMI, effective July 31, 2017 (“Separation Date”). This letter (“Agreement”) sets forth the terms of your separation of employment from NMI as of the Separation Date. Although NMI is not legally required to pay you any severance benefits, we agree to the following terms of separation:
NMI HOLDINGS, INC., as the Company NMI SERVICES, INC., as the Initial Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Notes Collateral Agent Indenture Dated as of June 19, 2020 7.375% Senior Secured Notes due 2025Indenture • June 19th, 2020 • NMI Holdings, Inc. • Surety insurance • New York
INDENTURE dated as of June 19, 2020 (this “Indenture”), among NMI HOLDINGS, INC., a Delaware corporation (the “Company”), having its principal office at 2100 Powell Street, Emeryville, California 94608, NMI SERVICES, INC., a Delaware corporation (the “Initial Guarantor”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“BNY Mellon Trust”), a national banking association, as Trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
SECTION 2.[Reserved]. SECTION 3.Amendments to the Credit Agreement. Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:...Credit Agreement • February 10th, 2017 • NMI Holdings, Inc. • Surety insurance • New York
NMI HOLDINGS, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 21, 2024 to INDENTURE Dated as of May 21, 2024 Relating to 6.000% Senior Notes due 2029First Supplemental Indenture • May 21st, 2024 • NMI Holdings, Inc. • Surety insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 21, 2024 (this “First Supplemental Indenture”), between NMI Holdings, Inc. (the “Company”), a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the Base Indenture (as defined below).
