Pmi Group Inc Sample Contracts

Trust Indenture Trust Agreement Act Section Section ---------------------- -------------------
Trust Agreement • March 31st, 1997 • Pmi Group Inc • Surety insurance • Delaware
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Rights Agreement • February 2nd, 1998 • Pmi Group Inc • Surety insurance • New York
EXHIBIT 10.29 GUARANTEE AGREEMENT
Guarantee Agreement • March 31st, 1997 • Pmi Group Inc • Surety insurance • New York
INDENTURE
Pmi Group Inc • July 18th, 2001 • Surety insurance • New York
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Pmi Group Inc • March 31st, 1997 • Surety insurance • New York
The PMI Group, Inc. Common Stock, $0.01 par value Underwriting Agreement
Underwriting Agreement • April 29th, 2010 • Pmi Group Inc • Surety insurance • New York

The PMI Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 77,765,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 11,664,750 additional shares (the “Optional Shares”) of Common Stock, $0.01 par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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Pmi Group Inc • November 5th, 1996 • Surety insurance • New York
The PMI Group, Inc. Underwriting Agreement
Underwriting Agreement • April 29th, 2010 • Pmi Group Inc • Surety insurance • New York

The PMI Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $261,000,000 principal amount of the 4.50% Convertible Senior Notes due 2020 (the “Firm Securities”), convertible into shares of common stock of the Company, par value $0.01 per share (“Stock”), and, at the election of the Underwriters, up to an aggregate of $39,000,000 additional principal amount of 4.50% Convertible Senior Notes due 2020 (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

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Resale Registration Rights Agreement • July 18th, 2001 • Pmi Group Inc • Surety insurance • New York
EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • July 3rd, 2006 • Pmi Group Inc • Surety insurance

The PMI Group, Inc., a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 2.50% Senior Convertible Debentures (the “Old Securities”) for a new series of its 2.50% Senior Convertible Debentures (the “New Securities”) plus an exchange fee for each $1,000 principal amount of Old Securities validly tendered and not withdrawn (the “Exchange Fee”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2006 (the “Prospectus”) and the Letter of Transmittal, a copy of which is attached as Exhibit A hereto (the “Letter of Transmittal”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.

REVOLVING CREDIT AGREEMENT Dated as of October 24, 2006 among THE PMI GROUP, INC., as the Borrower, BANK OF AMERICA, N.A., as the Administrative Agent and L/C Issuer, and The Lenders Party Hereto
Revolving Credit Agreement • October 30th, 2006 • Pmi Group Inc • Surety insurance • New York

This REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of October 24, 2006, among THE PMI GROUP, INC., a Delaware corporation (the “Borrower”) , each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

REMARKETING AGREEMENT
Remarketing Agreement • March 15th, 2004 • Pmi Group Inc • Surety insurance • New York
THE PMI GROUP, INC. and [ ], as Collateral Agent, Custodial Agent and Securities Intermediary and [ ], as Purchase Contract Agent PLEDGE AGREEMENT Dated as of [ ]
Pledge Agreement • January 27th, 2009 • Pmi Group Inc • Surety insurance • New York

PLEDGE AGREEMENT dated as of [ ] among THE PMI GROUP, INC., a Delaware corporation (the “Company”), [ ], 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 [ ], 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.

AMENDED AND RESTATED TAX BENEFITS PRESERVATION PLAN dated as of February 17, 2011 between THE PMI GROUP, INC., and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent
Tax Benefits Preservation Plan • February 22nd, 2011 • Pmi Group Inc • Surety insurance • Delaware

At any time after a Distribution Date and prior to the Expiration Date, any Right Certificate or Certificates may, upon the terms and subject to the conditions set forth below in the Plan, be transferred or exchanged for another Right Certificate or Certificates evidencing a like number of Rights as the Right Certificate or Certificates surrendered. Any registered holder desiring to transfer or exchange any Right Certificate or Certificates shall surrender such Right Certificate or Certificates (with, in the case of a transfer, the form of assignment and certificate on the reverse side thereof duly executed) to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose.

THE PMI GROUP, INC. and as Purchase Contract Agent PURCHASE CONTRACT AGREEMENT Dated as of [ ]
Purchase Contract Agreement • January 27th, 2009 • Pmi Group Inc • Surety insurance • New York

PURCHASE CONTRACT AGREEMENT, dated as of [ ], between THE PMI GROUP, INC., a Delaware corporation (the “Company”), and [ ], a [ ], acting as purchase contract agent for the Holders of Units (as defined herein) from time to time (the “Purchase Contract Agent”).

FORM OF THE PMI GROUP, INC. STOCK UNIT AGREEMENT For Section 16 Officers
Pmi Group Inc • March 15th, 2011 • Surety insurance • California

The PMI Group, Inc. (the “Company”) hereby grants you, (the “Employee”), the number of Stock Units (referred to herein as Restricted Stock Units or RSUs) under the Company’s Amended and Restated Equity Incentive Plan (the “Plan”) indicated below. Subject to the provisions of Appendix A and of the Plan, the principal features of this award are as follows:

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THE PMI GROUP, INC. [NAME OF DEPOSITARY] and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Deposit Agreement Dated as of ,
Deposit Agreement • January 27th, 2009 • Pmi Group Inc • Surety insurance • New York

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series Preferred Stock, par value $0.01 per share, of The PMI Group, Inc. with the Depositary (as hereinafter defined) for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts (as hereinafter defined) by the Depositary evidencing Depositary Shares in respect of the Stock (as hereinafter defined) so deposited;

DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARE] [UNIT] WARRANT AGREEMENT dated as of , between THE PMI GROUP, INC. and [NAME OF WARRANT AGENT], as Warrant Agent [Debt] [Preferred Stock] [Common Stock] [Depositary Share] [Unit] Warrants...
Warrant Agreement • January 27th, 2009 • Pmi Group Inc • Surety insurance • New York

[DEBT] [PREFERRED STOCK] [COMMON STOCK] [DEPOSITARY SHARE] [UNIT] WARRANT AGREEMENT, dated as of , (as modified, amended or supplemented, this “Agreement”), between The PMI Group, Inc., a Delaware corporation (the “Company”), and [NAME OF WARRANT AGENT], a , as Warrant Agent (the “Warrant Agent”).

AMENDMENT NO. 5
Amendment Agreement • April 30th, 2009 • Pmi Group Inc • Surety insurance • New York

AMENDMENT AGREEMENT NO. 5, dated as of April 29, 2009 (this “Agreement”) to the Revolving Credit Agreement, dated as of October 24, 2006, as amended as of March 16, 2008, as of April 24, 2008, as of March 16, 2009 and as of April 14, 2009 (as so amended, the “Credit Agreement”), among The PMI Group, Inc., a Delaware corporation (the “Borrower”), the lenders referred to therein (the “Lenders”) and Bank of America, N.A., as Administrative Agent (in such capacity, together with any successor in such capacity, the “Administrative Agent”).

THE PMI GROUP, INC. Nonqualified Stock Option Agreement The PMI Group, Inc. (the "Company") hereby grants you, [NAME] (the "Employee"), a stock option under the Company's Equity Incentive Plan (the "Plan"), to purchase shares of common stock of the...
Pmi Group Inc • November 12th, 1998 • Surety insurance

IT IS YOUR RESPONSIBILITY TO EXERCISE THIS OPTION BEFORE IT EXPIRES. *However, in no event may this option be exercised after the Expiration Date (see above).

REVOLVING CREDIT AGREEMENT Dated as of December 15, 2004 among THE PMI GROUP, INC., as the Borrower, BANK OF AMERICA, N.A., as the Administrative Agent, and The Lenders Party Hereto
Revolving Credit Agreement • March 11th, 2005 • Pmi Group Inc • Surety insurance • New York

This REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of December 15, 2004, among THE PMI GROUP, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

OPTION AGREEMENT by and among CREDIT SUISSE FIRST BOSTON (USA), INC., SPS HOLDING CORP., THE PMI GROUP, INC., FSA PORTFOLIO MANAGEMENT INC. and GREENRANGE PARTNERS LLC dated as of August 12, 2005
Option Agreement • August 16th, 2005 • Pmi Group Inc • Surety insurance • New York

Option Agreement, dated as of August 12, 2005, by and among Credit Suisse First Boston (USA), Inc., a Delaware corporation (the “Optionee”), SPS Holding Corp., a Delaware corporation (the “Company”), The PMI Group, Inc., a Delaware corporation (“PMI”), FSA Portfolio Management Inc., a New York corporation (“FSA”), and Greenrange Partners LLC, a Connecticut limited liability company (“Greenrange”) (each of Greenrange, PMI and FSA, individually an “Optionor” and collectively the “Optionors”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article I.

THE PMI GROUP, INC. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A...
Pmi Group Inc • November 7th, 2006 • Surety insurance

The PMI Group, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $ 250,000,000 (TWO HUNDRED FIFTY MILLION U.S. DOLLARS) on September 15, 2016, and to pay interest thereon from September 18, 2006 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing March 15, 2007, at the rate of 6.000% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular R

FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT 2008 Form, as revised November 19, 2008
Pmi Group Inc • November 25th, 2008 • Surety insurance • California

AGREEMENT by and between The PMI Group, Inc., a Delaware corporation (the “Company”), and (“Executive”), dated as of the day of , , and superseding, as of this date, any prior change of control employment agreement between the Company and Executive.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 11th, 2008 • Pmi Group Inc • Surety insurance • Delaware

INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of the day of , 20 , by and between The PMI Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”), an officer and/or a director of the Company or of one or more of its subsidiaries;

Contract
Pmi Group Inc • May 5th, 2010 • Surety insurance • Arizona

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN SHALL BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN ONLY PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT, OR PURSUAN

Restricted Stock Agreement
Restricted Stock Agreement • May 20th, 2005 • Pmi Group Inc • Surety insurance

The PMI Group, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), a grant of Restricted Stock under the Company’s Amended and Restated Equity Incentive Plan (the “Plan”). The date of this Agreement is [DATE]. Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this grant are as follows:

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