0001193125-04-041327 Sample Contracts

REMARKETING AGREEMENT
Remarketing Agreement • March 15th, 2004 • Pmi Group Inc • Surety insurance • New York
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THE PMI GROUP, INC. and THE BANK OF NEW YORK, as Collateral Agent, Custodial Agent and Securities Intermediary and THE BANK OF NEW YORK, as Purchase Contract Agent PLEDGE AGREEMENT Dated as of November 3, 2003
Pledge Agreement • March 15th, 2004 • Pmi Group Inc • Surety insurance • New York

PLEDGE AGREEMENT dated as of November 3, 2003 among THE PMI GROUP, INC., a Delaware corporation (the “Company”), The Bank of New York, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”), and The Bank of New York, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Units (in such capacity, together with its successors in such capacity, the “Purchase Contract Agent”) under the Purchase Contract Agreement.

THE PMI GROUP, INC. and THE BANK OF NEW YORK, as Purchase Contract Agent PURCHASE CONTRACT AGREEMENT Dated as of November 3, 2003
Purchase Contract Agreement • March 15th, 2004 • Pmi Group Inc • Surety insurance • New York

PURCHASE CONTRACT AGREEMENT, dated as of November 3, 2003, between THE PMI GROUP, INC., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, acting as purchase contract agent for the Holders of Units (as defined herein) from time to time (the “Purchase Contract Agent”).

SUPPLEMENTAL INDENTURE NO. 1 Dated as of November 3, 2003
Supplemental Indenture • March 15th, 2004 • Pmi Group Inc • Surety insurance • New York

THIS SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of November 3, 2003, is between THE PMI GROUP, INC., a Delaware corporation (the “Company”), and The Bank of New York, as Trustee (the “Trustee”).

THE PMI GROUP, INC. Performance Share Agreement Grant #
Performance Share Agreement • March 15th, 2004 • Pmi Group Inc • Surety insurance

The PMI Group, Inc. (the “Company”) hereby grants you, (the “Employee”), an award of Performance Shares under the Company’s Amended and Restated Equity Incentive Plan (the “Plan”). The date of this Agreement is . Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:

RESTATED CMG SHAREHOLDERS AGREEMENT BY CUNA MUTUAL INVESTMENT CORPORATION AND PMI MORTGAGE INSURANCE CO.
Shareholder Agreement • March 15th, 2004 • Pmi Group Inc • Surety insurance

THIS AGREEMENT is made effective as of the 1st day of June, 2003 (the “Effective Date”), by and between CUNA Mutual Investment Corporation (“CMIC”) and PMI Mortgage Insurance Co. (“PMI”).

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