Enact Holdings, Inc. $750,000,000 6.250% Senior Notes due 2029 Underwriting AgreementUnderwriting Agreement • May 28th, 2024 • Enact Holdings, Inc. • Insurance agents, brokers & service • New York
Enact 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”), $750,000,000 principal amount of its 6.250% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 28, 2024 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of May 28, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
Enact Holdings, Inc. [ ] Shares of Common Stock, Par Value $ 0.01 Per Share Underwriting AgreementUnderwriting Agreement • May 4th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • New York
Enact Holdings, Inc., a Delaware corporation (the “Company”), and Genworth Holdings, Inc., a Delaware corporation (the “Selling Stockholder”), confirm, subject to the terms and conditions stated in this agreement (this “Agreement”), (i) the sale by the Selling Stockholder, and the purchase by the Underwriters named in Schedule I hereto (the “Underwriters”), of an aggregate of [ ] shares (the “Firm Shares”) and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of up to [ ] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company pursuant to Section 3 hereof (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2021 • Enact Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Registration Rights Agreement, dated as of September 15, 2021 (this “Agreement”), is between Enact Holdings, Inc., a Delaware corporation (the “Company”), and Genworth
THIRD AMENDED AND RESTATED MASTER AGREEMENT BETWEENMaster Agreement • November 2nd, 2023 • Enact Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIRD AMENDED AND RESTATED MASTER AGREEMENT, dated August 29, 2023 (this “Agreement”), between Genworth Financial, Inc., a Delaware corporation (“Genworth”) and Enact Holdings, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are defined in Section 1.1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2022 • Enact Holdings, Inc. • Insurance agents, brokers & service • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of this 20th day of September, 2021 by and between Enact Holdings, Inc. (formerly, Genworth Mortgage Holdings, Inc.), a Delaware corporation (the “Company”), and the investment vehicles managed by Bayview Asset Management, LLC (“Bayview”) listed on Schedule A hereto (such persons, in their capacities as holders of Registrable Securities (as defined below), the “Holders” and each a “Holder”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 3rd, 2024 • Enact Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Share Repurchase Agreement (this “Agreement”) is made and entered into as of May 1, 2024, by and between Enact Holdings, Inc., a Delaware corporation (the “Company”), and Genworth Holdings, Inc., a Delaware corporation (the “Genworth”).
AMENDED AND RESTATED SHARED SERVICES AGREEMENT between GENWORTH FINANCIAL, INC. and ENACT HOLDINGS, INC. DATED February 1, 2024Shared Services Agreement • February 29th, 2024 • Enact Holdings, Inc. • Insurance agents, brokers & service
This AMENDED AND RESTATED SHARED SERVICES AGREEMENT, dated February __, 2024 (this “Agreement”), is made by and between GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”) and ENACT HOLDINGS, INC., a Delaware corporation (the “Company”).
SPECIAL SEVERANCE PAYMENT AGREEMENTSpecial Severance Payment Agreement • April 27th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • Virginia
Purpose: The purpose of this Special Severance Payment Agreement (the “Payment Agreement”) is to provide that you, as a key contributor employed by Genworth Financial, Inc. (together with its affiliates, the “Company”), receive an additional payment in the event your employment with the Company is terminated during a certain Payment Period under circumstances which entitle you to receive severance pay and layoff benefits under the Genworth Financial, Inc. Layoff Payment Plan (“Layoff Plan”) or as a “Tier III” employee under the 2015 Key Employee Severance Plan (“Key Employee Plan”), as applicable (together, the “Plans”). This Payment Agreement is being awarded in recognition of the significant role you will have during that Payment Period. Name: Dean Mitchell Payment Period: The “Payment Period” begins on the effective date of this Payment Agreement and ends on December 31, 2021. If your employment with the Company is terminated for any reason at any time preceding the start, or follow
Enact Holdings, Inc. 2021 Omnibus Incentive PlanPerformance Stock Unit Award Agreement • February 28th, 2023 • Enact Holdings, Inc. • Insurance agents, brokers & service
This Award Agreement and the Enact Holdings, Inc. 2021 Omnibus Incentive Plan (as the same may be amended, the “Plan”) together govern your rights under this Award Agreement and set forth all of the conditions and limitations affecting such rights. Unless the context otherwise requires, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms of this Award Agreement.
SPECIAL SEVERANCE PAYMENT AGREEMENTSpecial Severance Payment Agreement • April 27th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service
Purpose: The purpose of this Special Severance Payment Agreement (the “Payment Agreement”) is to ensure that certain key contributors employed by Genworth Financial, Inc. (together with its affiliates, the “Company”) receive additional payment(s) in the event their employment with the Company is terminated during a certain Payment Period under circumstances which would entitle them to receive severance pay and layoff benefits under the Genworth Financial, Inc. Layoff Payment Plan (the “Plan”). This Payment Agreement is being awarded in recognition of the significant role you will have during that Payment Period. Name: Evan Stolove Payment Period: The “Payment Period” begins on the effective date of this Payment Agreement and ends on December 31, 2021. If your employment with the Company is terminated for any reason at any time preceding the start, or following the conclusion, of the Payment Period you will not be eligible to receive the Payments. Payment Amount: In the event your emplo
TRANSITION RETENTION BONUS AGREEMENTTransition Retention Bonus Agreement • April 27th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • Virginia
Purpose: The purpose of this transition retention bonus agreement (the “Agreement”) is to retain key contributors during a critical transition period for Genworth Financial, Inc. (together with its affiliates, the “Company”). This Bonus is being awarded in recognition of the significant role you will have during the Transition Bonus Period. TRANSITION RETENTION BONUS Name: Dean Mitchell Transition Bonus Period: The “Transition Bonus Period” is the period beginning on the effective date of this Agreement and ending on October 1, 2021. Bonus Amount: You are eligible to receive a Bonus payment equivalent to $250,000, less applicable deductions and withholdings (the “Bonus”), subject to the terms and conditions herein. Bonus Payment Date: The Bonus will be paid within 45 calendar days of the end of the Transition Bonus Period. Payout Criteria: In order become eligible for the Bonus, you must either (i) remain actively employed with the Company (or its affiliates or successors) for the dura
SHARED SERVICES AGREEMENT between GENWORTH FINANCIAL, INC. and ENACT HOLDINGS, INC. DATED [●], 2021Shared Services Agreement • May 4th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • Delaware
This SHARED SERVICES AGREEMENT, dated [•], 2021 (this “Agreement”), is made by and between GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”) and ENACT HOLDINGS, INC., a Delaware corporation (the “Company”).
ContractRetention Bonus Agreement • April 27th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • Virginia
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification Agreement, dated as of [____________], 20[__] (this “Agreement”), is entered into between Enact Holdings, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2021 • Enact Holdings, Inc. • Insurance agents, brokers & service • Delaware
This Indemnification Agreement, dated as of [____________], 20[__] (this “Agreement”), is entered into between Enact Holdings, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
Genworth Financial, Inc. and Subsidiaries Amended and Restated Tax Allocation AgreementTax Allocation Agreement • May 4th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • New York
This Amended and Restated Tax Allocation Agreement (the “Agreement”), dated as of this day of , 2021, is by and among Genworth Financial, Inc., a Delaware company (“Parent” or “Genworth”) and all of its direct and indirect Subsidiaries (referred to in Exhibit A). Genworth and its present and future Subsidiaries shall be collectively referred to herein as the “Genworth Companies”
CREDIT AGREEMENT among ENACT HOLDINGS, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of June 30, 2022 JPMORGAN CHASE BANK, N.A., and TRUIST SECURITIES, INC. as...Credit Agreement • July 7th, 2022 • Enact Holdings, Inc. • Insurance agents, brokers & service • New York
CREDIT AGREEMENT (this “Agreement”), dated as June 30, 2022, among Enact Holdings, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent.
Genworth Financial, Inc. and Subsidiaries Amended and Restated Tax Allocation AgreementTax Allocation Agreement • September 13th, 2021 • Enact Holdings, Inc. • Insurance agents, brokers & service • New York
This Amended and Restated Tax Allocation Agreement (the “Agreement”), dated as of this 14th day of May, 2021, is by and among Genworth Financial, Inc., a Delaware company (“Parent” or
INVESTMENT MANAGEMENT AND SERVICES AGREEMENT BETWEEN ENACT MORTGAGE INSURANCE CORPORATION AND GENWORTH NORTH AMERICA CORPORATIONInvestment Management and Services Agreement • May 5th, 2022 • Enact Holdings, Inc. • Insurance agents, brokers & service • North Carolina
THIS INVESTMENT MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of May, 2022 (the “Effective Date”), by and between Enact Mortgage Insurance Corporation, a North Carolina corporation (“Client”), and Genworth North America Corporation, a Washington corporation (“Manager”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 28th, 2024 • Enact Holdings, Inc. • Insurance agents, brokers & service • New York
First Supplemental Indenture, dated as of May 28, 2024 (this “Supplemental Indenture”), between Enact Holdings, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”), Registrar, Paying Agent and Note Custodian, supplementing the Senior Indenture, dated as of May 28, 2024, between the Company and the Trustee (the “Original Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”).
RETENTION BONUS AGREEMENT Purpose: The purpose of this retention bonus agreement (the Agreement') is to retain key contributors during a critical period for Genworth Financial, Inc (together with its affiliates, the "Company") The payments herein are...Retention Bonus Agreement • April 27th, 2021 • Genworth Mortgage Holdings, Inc. • Insurance agents, brokers & service • Virginia
SHARED SERVICES AGREEMENT between GENWORTH FINANCIAL, INC. and ENACT HOLDINGS, INC. DATED August 4, 2021Shared Services Agreement • February 28th, 2022 • Enact Holdings, Inc. • Insurance agents, brokers & service
This SHARED SERVICES AGREEMENT, dated August 4, 2021 (this “Agreement”), is made by and between GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”) and ENACT HOLDINGS, INC., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO THE SHARED SERVICES AGREEMENT Between GENWORTH FINANCIAL, INC. AND ENACT HOLDINGS, INC.Shared Services Agreement • February 28th, 2023 • Enact Holdings, Inc. • Insurance agents, brokers & service
This amendment (the “Amendment”), dated as of February 24, 2023, is made by Genworth Financial, Inc. (“Genworth”) and Enact Holdings, Inc. (the “Company”) (collectively the “Parties”) to the Shared Services Agreement dated August 4, 2021 (the “Agreement”).
Enact Holdings, Inc. 2021 Omnibus Incentive PlanRestricted Stock Unit Award Agreement • February 28th, 2023 • Enact Holdings, Inc. • Insurance agents, brokers & service
Director Deferred Stock Unit Award AgreementDirector Deferred Stock Unit Award Agreement • February 29th, 2024 • Enact Holdings, Inc. • Insurance agents, brokers & service • Delaware
The Enact Holdings, Inc. 2021 Omnibus Incentive Plan (as the same may be amended, the “Plan”) authorizes the Board of Directors (the “Board”) of Enact Holdings, Inc. (the “Company”) to grant Awards under the Plan to non-employee and non-affiliated members of the Board (“Nonemployee Directors”). The Board has approved a compensation program pursuant to which Nonemployee Directors are granted deferred stock units (“DSUs”) from time to time as payment of part or all of their annual retainer. The DSUs are governed by the Plan and the following terms and conditions (together, the “Terms and Conditions”). The Terms and Conditions shall constitute the Award Agreement as required by the Plan.
