EX-10.19
from S-1/A
14 pages
October 2, 2013 Essent Group Ltd. Clarendon House 2 Church Street Hamilton Hm 11, Bermuda Re: Letter Agreement Ladies and Gentlemen: 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”). Whereas: A. Goldman Sachs Is a Delaware Corporation and a Bank Holding Company and a Financial Holding Company Regulated by the Board of Governors of the Federal Reserve System (The “Federal Reserve”) and Subject to the Bank Holding Company Act of 1956, as Amended (The “Bhc Act”). B. the Company Is a Bermuda-Based Holding Company and the Parent Company of Essent US Holdings, Inc., Which, Through Its Subsidiaries, Offers Private Mortgage Insurance and Reinsurance Coverage With Respect to United States Risks. C. on May 27, 2009, Goldman Sachs Acquired 28.90% of the Company as Part of the Company’s $500 Million Capital Raise. D. Because of the Size of Its Ownership in the Company, Goldman Sachs May Be Deemed to “Control” the Company for Purposes of the Bhc Act. Now, Therefore, in Consideration of the Mutual Covenants Set Forth Herein, the Sufficiency of Which Is Hereby Acknowledged, and Intending to Be Legally Bound Hereby, for So Long as Goldman Sachs May Be Deemed to “Control” the Company for Purposes of the Bhc Act, the Parties Hereto Agree as Follows: 1. General Requirements Regarding Company Policies and Procedures
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