EXHIBIT 4.6(a)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 16, 1996
(this "Amendment"), amends the Credit Agreement, dated as of February 13,
1996,(the "Credit Agreement"), between The PMI Group, Inc., a Delaware
corporation (the "Company") and 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 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 provisions of Section 3 below,
effective as of the date hereof, the Section 7.11(c) of the Credit Agreement
shall be amended to state in its entirety as follows:
" (c) the Risk to Capital Ratio of any Insurance Subsidiary (other than
Residential Guaranty Company) to be greater then 23 to 1."
SECTION 2 WAIVER. The Bank waives any rights it may have arising from a
breach by the Company of its obligations under Section 7.11(c) of the Credit
Agreement so long as no such breach would have arisen under Section 7.11(c) as
hereby amended. The waiver stated herein shall be limited to its terms and shall
not constitute a waiver of any other rights the Bank may have under the Credit
Agreement from time to time.
SECTION 3 CONDITION PRECEDENT. This Amendment shall become effective when
this Amendment shall have been duly executed and delivered by the Company and
the Bank.
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.
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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/ Xxxxxxx X. Xxxxxxx
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Title: Sr. VP.
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ [ILLEGIBLE]
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Title: Vice President
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