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Exhibit 4.2
MGIC INVESTMENT CORPORATION
OFFICER'S CERTIFICATE
DATED AS OF OCTOBER 17, 2000
SETTING FORTH TERMS OF A SERIES OF DEBT SECURITIES
7-1/2% SENIOR NOTES DUE 2005
PURSUANT TO THE INDENTURE
DATED AS OF OCTOBER 15, 2000
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OFFICER'S CERTIFICATE
The undersigned, the Senior Vice President, Controller and
Chief Accounting Officer and the Vice President and Treasurer of MGIC Investment
Corporation, a Wisconsin corporation (the "Company"), hereby certify as provided
below pursuant to Section 3.1 of the Indenture, dated as of October 15, 2000
(the "Indenture"), between the Company and Bank One Trust Company, National
Association (the "Trustee"). This Officer's Certificate is delivered, pursuant
to authority granted to the undersigned by resolutions adopted June 21, 2000 by
the Board of Directors of the Company, for the purpose of creating and setting
forth the terms of a series of Securities to be issued pursuant to the
Indenture. Capitalized terms not otherwise defined herein are used as defined in
the Indenture.
1. The Board of Directors of the Company has authorized the creation by
the Company of one or more series of Securities under the Indenture through one
or more Officer's Certificates and pursuant to such authorization and in
accordance with the Indenture this Officer's Certificate is being delivered to
the Trustee to establish the terms of a series of Securities as set forth
therein.
2. The title of the Securities shall be "7-1/2% Senior Notes due 2005"
(herein called the "Notes").
3. The aggregate principal amount of Notes which may be authenticated
and delivered under the Indenture is limited to U.S. $200,000,000, except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes as provided in Sections 3.4, 3.5, 3.6,
9.5, or 11.7 of the Indenture, upon repayment in part of any Registered Security
of such series pursuant to Article 13 of the Indenture, upon surrender in part
of any Registered Security for conversion into other securities of the Company
or exchange for securities of another issuer pursuant to its terms, or pursuant
to or as contemplated by the terms of such Notes. Notwithstanding the foregoing
limitation on aggregate principal amount of the Notes, the Notes may be reopened
for issuances of additional Notes in accordance with Section 3.1 of the
Indenture.
4. The Notes shall be issuable as Registered Securities and shall not
be exchangeable for Bearer Securities.
5. Subject to earlier redemption, the principal of the Notes shall be
payable in U.S. dollars on October 15, 2005.
6. The Notes shall bear interest at the rate of 7-1/2% per annum; such
interest shall accrue from October 20, 2000 (or from the most recent interest
payment date to which interest on the Notes has been paid or provided for); the
interest payment dates on which such interest shall be payable shall be April 15
and October 15 in each year, commencing April 15, 2001; the Regular Record Dates
for the determination of Holders to whom interest is payable shall be the April
1 or October 1 next preceding each Interest Payment Date. Interest on the Notes
shall be payable in U.S. dollars.
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7. Pursuant to the Indenture, the Trustee has been appointed as the
Security Registrar for the Notes. The Trustee is hereby further appointed as the
initial Paying Agent and transfer agent of the Notes. The principal of and
interest on the Notes shall be payable at the office of the Paying Agent, which
shall initially be located in the Borough of Manhattan, The City of New York.
8. The Notes shall be redeemable at any time in whole or from time to
time in part at a Redemption Price equal to the sum of 100% of the principal
amount of the Notes being redeemed, accrued interest thereon to the Redemption
Date, and the Make-Whole Amount, if any, with respect to such Notes; provided,
however, that installments of interest on Notes due on an Interest Payment Date
which occurs on or before any Redemption Date shall be payable to the Holders of
such Notes who were registered Holders as of the close of business on the Record
Date immediately preceding such Interest Payment Date.
9. The terms defined below shall, for all purposes of the Notes under
the Indenture and this Officer's Certificate, have the meanings specified,
unless the context clearly otherwise requires or unless otherwise indicated:
"Make-Whole Amount" means, in connection with any optional
redemption, the excess, if any, of (i) the aggregate present value as of the
date of such redemption of each dollar of principal being redeemed and the
amount of interest, exclusive of interest accrued to the Redemption Date, that
would have been payable in respect of each such dollar if such redemption had
not been made, determined by discounting, on a semi-annual basis, such principal
and interest at the Reinvestment Rate, as determined on the third Business Day
preceding the date such notice of redemption is given, from the respective dates
on which such principal and interest would have been payable if such redemption
had not been made, to the date of redemption, over (ii) the aggregate principal
amount of the Notes being redeemed. The Make-Whole Amount shall be calculated by
the Company and set forth in a certificate of an Authorized Officer delivered to
the Trustee, and the Trustee shall be entitled to rely on said certificate.
"Reinvestment Rate" means 0.30% plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the payment date of the principal amount of the Notes being
redeemed. If no maturity exactly corresponds to such maturity, yields for the
two published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used. If the format or content of the Statistical Release changes in a
manner that precludes determination of the Treasury yield in the above manner,
then the Treasury yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by the Company.
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"Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any required determination under the
Indenture, then such other reasonably comparable index which shall be designated
by the Company.
10. The Notes shall not be subject to any sinking fund and shall not be
repurchasable at the option of a Holder.
11. The Notes shall not be convertible into other securities of the
Company or exchangeable for securities of another issuer.
12. Defeasance and covenant defeasance under Section 4.2(2) and Section
4.2(3) of the Indenture shall be applicable to the Notes.
13. The Notes shall not be issuable upon the exercise of warrants.
14. The Notes shall initially be issued in whole in the form of one or
more permanent global Securities. The Depository Trust Company, a clearing
agency registered under the Securities Exchange Act of 1934, as amended ("DTC"),
shall initially serve as the depositary for such global Security or Securities.
For so long as DTC shall be the depositary, all Notes shall be registered in its
name or in the name of a nominee thereof. While the Notes are evidenced by one
or more global Securities, the depositary or its nominee, as the case may be,
shall be the sole Holder thereof for all purposes under the Indenture. Neither
the Company nor the Trustee shall have any responsibility or the obligation to
the depositary's participants or the beneficial owners for whom they act with
respect to their receipt from the depositary of payments on the Notes or notices
given under the Indenture. The global Security or Securities provided for
hereunder shall bear such legend or legends as may be required from time to time
by the depositary.
15. Except as hereinafter described, Notes in definitive form will not
be issued. Notwithstanding the foregoing, in the event the Company decides to
discontinue the use of global Securities, any Event of Default has occurred and
is continuing or if DTC is at any time unwilling, unable or ineligible to
continue as depositary and a successor depositary is not appointed by the
Company within 90 days, the Company will issue individual Notes in certificated
form to owners of "book-entry" ownership interests in exchange for the Notes
held by DTC or its nominee, as the case may be. In such instance, an owner of a
"book-entry" ownership interest will be entitled to physical delivery of
certificates equal in principal amount to such "book-entry" ownership interest
and to have such certificates registered in its name. Individual certificates so
issued will be issued in denominations of $1,000 or any multiple thereof.
16. Additional terms regarding the Notes are as set forth in the form
of the Notes set forth below.
17. The form of the Notes shall be substantially as follows:
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[Form of 7-1/2% Note due 2005]
No. R-__________ $____________
MGIC INVESTMENT CORPORATION
7-1/2% Note due 2005
CUSIP No.: 552845 AE 9
MGIC INVESTMENT CORPORATION
promises to pay to
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or registered assigns
the principal sum of Dollars on October 15, 2005
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Interest Payment Dates: April 15 and October 15
Regular Record Dates: April 1 and October 1
Dated:
TRUSTEE'S CERTIFICATE OF MGIC INVESTMENT CORPORATION
AUTHENTICATION
This is one of the Securities of the series By:
designated therein referred to in the ------------------------
within-mentioned Indenture Authorized Authorized Officer
Officer
BANK ONE TRUST COMPANY, (CORPORATE SEAL)
NATIONAL ASSOCIATION, as Trustee
By:
-------------------------- --------------------------
Authorized Officer Authorized Officer
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MGIC INVESTMENT CORPORATION
7-1/2% Note due 2005
INTEREST. MGIC Investment Corporation, a Wisconsin corporation
(the "Company"), promises to pay interest on the principal amount of this
Security (as defined herein) at the rate per annum shown above. The Company
shall pay interest semiannually on April 15 and October 15 of each year
commencing April 15, 2001. Interest on the Securities shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from October 20, 2000. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
METHOD OF PAYMENT. The Company shall pay interest on the
Securities to the persons who are registered holders of Securities at the close
of business on the Record Date for the next Interest Payment Date, except as
otherwise provided in the Indenture. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may pay principal
and interest by check payable in such money. The Company may mail an interest
check to a Holder's registered address.
SECURITIES AGENTS. Initially, Bank One Trust Company, National
Association, shall act as Paying Agent, transfer agent and Security Registrar.
The Company may change any Paying Agent, transfer agent or Security Registrar
without notice. The Company or any Affiliate of the Company may act in any such
capacity. Subject to certain conditions, the Company may change the Trustee.
INDENTURE. The Company issued the securities of this series
(individually a "Security" and collectively the "Securities") under an
Indenture, dated as of October 15, 2000 (the "Indenture"), between the Company
and Bank One Trust Company, National Association (the "Trustee"). The terms of
the Securities include those stated in the Indenture and in the Officer's
Certificate establishing the Securities and those made part of the Indenture by
the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Holders
are referred to the Indenture, the above-referenced Officer's Certificate and
such Act for a statement of such terms. All capitalized terms used but not
defined herein have the respective meanings ascribed thereto in the Indenture.
MATURITY. The principal on the Securities shall be payable on
October 15, 2005.
REDEMPTION PRIOR TO MATURITY. The Securities shall be
redeemable at any time in whole or from time to time in part at a Redemption
Price equal to the sum of 100% of the principal amount of the Securities being
redeemed, accrued interest thereon to the Redemption Date, and the Make-Whole
Amount, if any, with respect to such Securities; provided, however, that
installments of interest on Securities due on an Interest Payment Date which
occurs on or before any Redemption Date shall be payable to the Holders of such
Securities who were registered Holders as of the close of business on the Record
Date immediately preceding such Interest Payment Date. The Company shall give
notice of any redemption of
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any Securities to Holders of the Securities to be redeemed at the addresses of
such Holders, as shown in the Security Register, not more than 60 nor less than
30 days prior to the Redemption Date. The notice of redemption will specify,
among other items, the Redemption Price and the aggregate principal amount of
the Securities to be redeemed. If less than all of the Outstanding Securities
are to be redeemed, then the Trustee shall select the Securities to be redeemed
in principal amounts of $1,000 or integral multiples of $1,000 by lot, pro rata
or by another method the Trustee considers fair and appropriate. The Indenture
contains additional provisions with respect to any redemption of the Securities.
DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in
registered form without coupons in denominations of $1,000 and whole multiples
of $1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The transfer agent may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or the Indenture.
PERSONS DEEMED OWNERS. The registered holder of a Security may
be treated as its owner for all purposes.
AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture or the Securities may be amended with the consent of the Holders of
not less than a majority in aggregate principal amount of the Securities of all
series affected by the amendment. Subject to certain exceptions, a default on a
series may be waived with the consent of the Holders of not less than a majority
in principal amount of the series.
Without the consent of any Holder, the Indenture or the
Securities may be amended to, among other things, cure any ambiguity or correct
any omission, defect or inconsistency; to provide for assumption of Company
obligations to Holders; or to make any change that does not materially adversely
affect the interests of any Holders of Securities then Outstanding.
LIMITATIONS ON DEBT. The Securities are unsecured general
obligations of the Company limited to $200,000,000 principal amount; provided,
however, that the Securities may be reopened for issuances of additional
Securities in accordance with the Indenture. The Indenture does not limit other
unsecured debt.
SUCCESSORS. When a successor assumes all the obligations of
the Company under the Securities and the Indenture, the Company shall be
released from those obligations.
DEFEASANCE PRIOR TO MATURITY. Subject to certain conditions,
the Company at any time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the Trustee U.S.
dollars or U.S. Government Obligations for the payment of principal of and
interest on the Securities to maturity.
DEFAULTS AND REMEDIES. An Event of Default includes: default
for 30 days in payment of interest on the Securities; default in payment of
principal on the Securities; default by the Company in the performance of any of
its other agreements applicable to the Securities
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that continues for 60 days after the Company has been given notice of such
default; a failure to pay when due at maturity or a default that results in the
acceleration of maturity of any other debt of the Company or certain
subsidiaries in an aggregate amount of $40 million or more; and certain events
of bankruptcy or insolvency. If an Event of Default occurs and is continuing,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately.
Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal or interest) if it in good faith determines that
withholding such notice is in their best interest.
TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with those
persons, as if it were not Trustee.
NO RECOURSE AGAINST OTHERS. Any incorporator, director or
officer, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.
AUTHENTICATION. This Security shall not be valid until
authenticated by a manual signature of the Trustee.
ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to
Minors Act), and U/T/M/A (=Uniform Transfers to Minors Act).
The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture and the Officer's Certificate, which
contains the text of this Security. Requests may be made to: Corporate
Secretary, MGIC Investment Corporation, MGIC Plaza, 250 East Kilbourn Avenue,
Milwaukee, Wisconsin 53202.
All terms used in this Security, which are defined in the
Indenture, shall have the meanings assigned to them in the Indenture.
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[Form of Assignment Form]
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to ----------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. no.)
and irrevocably appoint as agent to transfer this -------------------------
Security on the books of the Company. The agent may substitute another to act
for him.
Date: Your signature:
-------------------------- ------------------------
(Sign exactly as your name appears on the face of this Security)
Signature Guaranteed:
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* * *
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IN WITNESS WHEREOF, we have set our hands and the corporate
seal of the Company as of the day and year first above written.
MGIC INVESTMENT CORPORATION
By: /s/ Patrick Sinks
------------------------------------
Patrick Sinks
Senior Vice President,
Controller and Chief Accounting Officer
[CORPORATE SEAL] By: /s/ James Karpowicz
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James Karpowicz
Vice President and Treasurer
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