EXHIBIT 4.2
BANC OF AMERICA SECURITIES LLC ▇▇▇▇▇▇ BROTHERS INC.
$220,000,000 AGGREGATE PRINCIPAL AMOUNT
RADIAN GROUP INC.
2.25% SENIOR CONVERTIBLE DEBENTURES
DUE 2022
REGISTRATION RIGHTS AGREEMENT
DATED JANUARY 11, 2002
TABLE OF CONTENTS
SECTION 1. DEFINITIONS................................................... 1
SECTION 2. HOLDERS....................................................... 3
SECTION 3. SHELF REGISTRATION............................................ 3
SECTION 4. REGISTRATION PROCEDURES....................................... 5
SECTION 5. HOLDERS' AGREEMENTS........................................... 8
SECTION 6. REGISTRATION EXPENSES......................................... 8
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.............................. 8
(a) Indemnification of the Holders....................................... 8
(b) Indemnification of the Company....................................... 9
(c) Notification and Other Indemnification Procedures.................... 9
(d) Settlements.......................................................... 10
(e) Contribution......................................................... 10
(f) Survival............................................................. 11
SECTION 8. RULE 144A AND RULE 144........................................ 11
SECTION 9. MISCELLANEOUS................................................. 12
(a) No Inconsistent Agreements........................................... 12
(b) Amendments and Waivers............................................... 12
(c) Notices.............................................................. 12
(d) Successors and Assigns............................................... 12
(e) Counterparts......................................................... 13
(f) Headings............................................................. 13
(g) Governing Law........................................................ 13
(h) Severability......................................................... 13
(i) Debentures Held by the Company, etc.................................. 13
(j) Entire Agreement..................................................... 13
i
This Registration Rights Agreement (this "Agreement") is
made and entered into as of January 11, 2002 by and among Radian Group Inc., a
Delaware corporation (the "Company"), and Banc of America Securities LLC and
▇▇▇▇▇▇ Brothers Inc. (the "Initial Purchasers"). The Company proposes to issue
and sell to the Initial Purchasers (the "Initial Placement") $200,000,000 in
aggregate principal amount of its 2.25% Senior Convertible Debentures due 2022
(the "Firm Debentures"). In addition, the Company has granted to the Initial
Purchasers an option to purchase up to an additional $20,000,000 in aggregate
principal amount of its 2.25% Senior Convertible Debentures due 2022 (the
"Optional Debentures" and, together with the Firm Debentures, the "Debentures").
As an inducement to the Initial Purchasers to enter into the purchase agreement,
dated as of January 7, 2002 (the "Purchase Agreement"), and in satisfaction of a
condition to the Initial Purchasers' obligations thereunder, the Company agrees
with the Initial Purchasers, (i) for the benefit of the Initial Purchasers and
(ii) for the benefit of the holders from time to time of the Debentures whose
names appear in the register maintained by the Registrar in accordance with the
provisions of the Indenture (as defined in Section 1) (including the Initial
Purchasers), as follows:
SECTION 1. DEFINITIONS.
Capitalized terms used in this Agreement without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:
"Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"Affiliate" of any specified person means any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
control of a person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such person whether by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Agreement" means this Registration Rights Agreement.
"Closing" has the meaning set forth in Section 3(a).
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the common stock of the Company, par
value $0.001 per share, issuable upon the conversion of the Debentures.
"Damages Payment Date" means each Interest Payment Date.
For purposes of this Agreement, if no Debentures are outstanding, "Damages
Payment Date" shall mean each January 1 and July 1.
"Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
"Holder" has the meaning set forth in Section 2.
"Indenture" means the Indenture, dated as of January 11,
2002, between the Company and the Trustee, relating to the Debentures, as the
same may be amended from time to time in accordance with its terms.
"Initial Placement" has the meaning set forth in the
preamble.
"Interest Payment Date" has the meaning set forth in the
Indenture.
"Majority Holders" means the Holders of a majority of the
aggregate principal amount of securities registered under a Shelf Registration
Statement.
"Notice and Questionnaire" means a notice and questionnaire
substantially in the form of Exhibit A.
"Prospectus" means the prospectus included in any Shelf
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of Transfer Restricted Securities
covered by such Shelf Registration Statement, and all amendments and supplements
to the Prospectus, including post-effective amendments and including all
information incorporated by reference into such Prospectus.
"Registration Default" has the meaning set forth in Section
3(d).
"Shelf Registration" means a registration effected pursuant
to Section 3.
"Shelf Registration Period" has the meaning set forth in
Section 3(b).
"Shelf Registration Statement" means a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 that covers
some or all of the Transfer Restricted Securities as applicable, on an
appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, and in each case,
including the Prospectus contained therein, all exhibits thereto and all
material incorporated therein by reference.
"Special Interest" has the meaning set forth in Section
3(d).
"Supplemental Delay Period" means any period commencing on
the date of receipt by a Holder of Transfer Restricted Securities of any notice
from the Company of the existence of any fact or event of the kind described in
Section 4(b) (2) and ending on the date of receipt by such Holder of an amended
or supplemented Shelf Registration Statement or Prospectus, as contemplated by
Section 4(h), or the receipt by such Holder of written notice from the Company
(the "Advice") that the use of the Prospectus may be resumed, and the receipt of
copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus.
"Transfer Restricted Securities" means each Debenture and
the common stock issuable upon conversion thereof until (i) the date on which
such Debenture or common stock has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement, (ii) the date on which such Debenture or common stock is distributed
to the public pursuant to Rule 144 under the Securities Act (or any similar
provision then in effect) or is salable pursuant to Rule 144(k) under the
Securities Act or (iii) the date on which such Debenture or the common stock
ceases to be outstanding.
"Trustee" means the trustee with respect to the Debentures
under the Indenture.
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"Underwriter" means any underwriter of Debentures in
connection with an offering thereof under a Shelf Registration Statement.
SECTION 2. HOLDERS.
A person is deemed to be a holder of Transfer Restricted
Securities (each, a "Holder") whenever such person becomes an owner of such
Transfer Restricted Securities and includes broker-dealers that hold Transfer
Restricted Securities (i) as a result of market making activities and other
trading activities and (ii) which were acquired directly from the Company or an
Affiliate of the Company.
SECTION 3. SHELF REGISTRATION.
(a) The Company shall, within 100 days of the date of original issuance of
the Firm Debentures (the "Closing"), file with the Commission, and thereafter
shall use its best efforts to cause to be declared effective under the
Securities Act as promptly as practicable, but in no event later than 190 days
after the Closing, a Shelf Registration Statement relating to the offer and sale
of the Transfer Restricted Securities by the Holders from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement.
(b) The Company shall use its best efforts to keep the Shelf Registration
Statement continuously effective until the earliest of:
(i) two years after the last date of original issuance of
any of the Debentures;
(ii) the date when the holders of the Debentures and the
common stock issuable upon conversion of the Debentures are able to sell
all such securities immediately without restriction pursuant to Rule
144(k) under the Securities Act; and
(iii) the date when all of the Debentures and the common stock
issuable upon conversion of the Debentures of those holders who complete
and deliver in a timely manner as required by this Agreement a Notice and
Questionnaire are registered under the Shelf Registration Statement and
disposed of in accordance with the Shelf Registration Statement.
(c) Upon
(i) the occurrence of any event or the existence of any fact
as a result of which the Shelf Registration Statement, in the judgment of
the Company, shall contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, or
(ii) the Company's good faith determination that the
disclosure of material non-public information would be seriously
detrimental to the Company and its subsidiaries, or
(iii) the issuance by the Commission of a stop order
suspending the effectiveness of the Shelf Registration Statement;
(iv) the Company shall be entitled to suspend the
availability of the Shelf Registration Statement or any Prospectus during
a Supplemental Delay Period, without incurring
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or accruing any obligation to pay Special Interest, no more than one time
in any three month period or four times in any twelve month period, in any
case not to exceed 45 days in any three month period, and not to exceed an
aggregate of 90 days in any twelve month period; provided, however, if the
material non-public information relates to a previously undisclosed
proposed or pending material business transaction, the disclosure of which
the Company determines in good faith would be reasonably likely to impede
its ability to consummate such transaction, the Company may, without
incurring any obligation to pay Special Interest, deliver to the Holders a
second notice to the effect set forth above, which shall have the effect
of extending the Supplemental Delay Period by up to an additional 15 days.
(d) If:
(i) the Shelf Registration Statement is not filed with the
Commission prior to or on the 100th day after the Closing; or
(ii) the Shelf Registration Statement has not been declared
effective by the Commission prior to or on the 190th day after the
Closing; or
(iii) at any time after the 190th day after the Closing, the
Shelf Registration Statement ceases to be effective or fails to be usable
for its intended purpose or if the Company suspends the use of the
Prospectus forming a part thereof; except under the circumstances and for
the time periods set forth in Section 3(c) above,
(each such event referred to in foregoing clauses (i) through (iii), a
"Registration Default"), the Company hereby agrees to pay additional interest
("Special Interest") with respect to the Transfer Restricted Securities from and
including the day following the Registration Default to but excluding the
earlier of (1) the day on which the Registration Default has been cured and (2)
the date the Shelf Registration Statement is no longer required to be kept
effective, which shall accrue at a rate per year as follows:
(A) 0.25% of the principal amount of a Debenture to
and including the 90th day following such Registration Default; and
(B) 0.50% of the principal amount of a Debenture from
and after the 91st day following such Registration Default.
In no event will additional interest accrue at a rate per year exceeding 0.50%.
If a holder has converted some or all of its Debentures into common stock, the
holder will be entitled to receive equivalent amounts based on the principal
amount of the Debentures converted. A holder will not be entitled to additional
interest unless it has provided all information requested by the questionnaire
prior to the deadline set forth in Section 4(k) of this Agreement.
(e) All accrued Special Interest shall be paid semiannually in arrears to
Holders by the Company on each Damages Payment Date by wire transfer of
immediately available funds. Following the cure of all Registration Defaults
relating to any particular Debenture or share of Common Stock issued upon
conversion of Debentures, the accrual of Special Interest with respect to such
Debenture or such share of Common Stock shall cease.
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SECTION 4. REGISTRATION PROCEDURES.
In connection with any Shelf Registration Statement, the
following provisions shall apply:
(a) The Company shall ensure that (i) any Shelf Registration Statement and
any amendment thereto and any Prospectus forming part thereof and any amendment
or supplement thereto complies in all material respects with the Securities Act
and the rules and regulations thereunder, (ii) any Shelf Registration Statement
and any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) except as permitted by Section 3, any Prospectus forming part of any Shelf
Registration Statement, and any amendment or supplement to such Prospectus, does
not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading.
(b) (1) The Company shall advise the Initial Purchasers and the Holders of
Transfer Restricted Securities named in any Shelf Registration Statement that
have provided in writing to the Company a telephone or facsimile number and
address for notices, and, if requested by the Initial Purchasers or any such
Holder, confirm such advice in writing when a Shelf Registration Statement and
any amendment thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has become
effective.
(2) The Company shall advise the Initial Purchasers and the Holders
of Transfer Restricted Securities named in any Shelf Registration Statement,
which have provided in writing to the Company a telephone or facsimile number
and address for notices, and, if requested by the Initial Purchasers or any such
Holder, confirm such advice in writing to the extent set forth below:
(i) of any request by the Commission for amendments or
supplements to the Shelf Registration Statement or the Prospectus included
therein or for additional information, provided that such request will
only be furnished to a Holder other than the Initial Purchasers to the
extent such request by the Commission pertains to information provided by
such Holder;
(ii) of the initiation by the Commission of proceedings
relating to a stop order suspending the effectiveness of the Shelf
Registration Statement;
(iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement;
(iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the securities included
therein for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose; and
(v) in reliance on the Holders' agreement set forth in
Section 5(b) of this Agreement, of the existence of any fact and the
happening of any event (including, without limitation, pending
negotiations relating to, or the consummation of, a transaction or the
occurrence of any event which would require additional disclosure of
material non-public information by the Company in the Shelf Registration
Statement as to which the Company has a bona fide business purpose for
preserving confidential or which renders the Company unable to comply with
Commission requirements) that, in the opinion of the Company, makes untrue
any statement of a material fact made in its Shelf Registration Statement,
the Prospectus or any amendment or supplement thereto or any document
incorporated by reference therein or requires
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the making of any changes in the Shelf Registration Statement or the
Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading.
Such advice may be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made.
(c) The Company shall use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of any Shelf Registration Statement at the
earliest possible time.
(d) The Company shall use its best efforts to furnish to each selling
Holder named in any Shelf Registration Statement who so requests in writing and
who has provided to the Company an address for notices, without charge, at least
one conformed copy of such Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and, if the Holder so requests
in writing, all exhibits and schedules (including those incorporated by
reference).
(e) The Company shall, during the Shelf Registration Period, deliver to
each Holder of Transfer Restricted Securities named in any Shelf Registration
Statement and who has provided to the Company an address for notices, without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
contained in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request; subject to any notice by the
Company in accordance with Section 5(b) hereof, the Company consents to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders for the purposes of offering and resale of the Transfer Restricted
Securities covered by the Prospectus in accordance with the applicable
regulations promulgated under the Securities Act and any restrictions set forth
in the Prospectus.
(f) Prior to any offering of Transfer Restricted Securities pursuant to
any Shelf Registration Statement, the Company shall register or qualify or
reasonably cooperate with the Holders of Transfer Restricted Securities named
therein and their respective counsel in connection with the registration or
qualification of such Transfer Restricted Securities for offer and sale under
the securities or blue sky laws of such jurisdictions of the United States as
any such Holders reasonably request in writing not later than the date that is
five business days prior to the date upon which this Agreement specifies that
the Shelf Registration Statement shall become effective; provided, however, that
the Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general or unlimited service of process or to taxation in any such
jurisdiction where it is not then so subject.
(g) The Company shall reasonably cooperate with the Holders of Transfer
Restricted Securities to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold pursuant to
any Shelf Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request in writing.
(h) Except to the extent otherwise permitted under Section 3, upon the
occurrence of any event contemplated by paragraph 4(b)(2)(v) hereof, the Company
shall promptly prepare a post-effective amendment to any Shelf Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that as thereafter delivered to purchasers of the
Transfer Restricted Securities covered thereby, the Prospectus will not include
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
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(i) The Company shall make generally available to its security holders in
a regular filing on Form 10-Q or 10-K an earnings statement satisfying the
provisions of Rule 158 (which need not be audited) for the twelve-month period
commencing after effectiveness of the Shelf Registration Statement.
(j) The Company shall cause the Indenture to be qualified under the Trust
Indenture Act of 1939 prior to the effectiveness of the Shelf Registration
Statement.
(k) The Company will furnish a notice of registration statement and
selling securityholder election and questionnaire, in substantially the form of
Exhibit A, to each Holder to obtain certain information regarding the Holder for
inclusion in the Prospectus. To be named as selling Holders in the related
Prospectus at the time of effectiveness, Holders must complete and deliver the
questionnaire within 20 business days of the date of the questionnaire.
Notwithstanding the foregoing, transferees of all or any portion of the Transfer
Restricted Securities may complete the questionnaire and deliver it to the
Company on or prior to the earlier of (1) the 20th business day after the date
of completion of the transfer to such transferee and (2) 9:00 a.m., Philadelphia
time, on the second business day prior to the date the Shelf Registration
Statement is declared effective. Holders that do not complete and deliver the
questionnaire in a timely manner will not be named as selling securityholders in
the Prospectus and therefore will not be permitted to sell any of their Transfer
Restricted Securities pursuant to the Shelf Registration Statement.
(l) The Company shall, if requested, promptly incorporate in a Prospectus
supplement or post-effective amendment to a Shelf Registration Statement, such
information as the Majority Holders reasonably agree should be included therein
in order to effect their distribution of the Debentures and shall make all
required filings of such Prospectus supplement or post-effective amendment as
soon as notified of the matters to be incorporated in such Prospectus supplement
or post-effective amendment; provided, however, that the Company shall not be
required to take any action pursuant to this Section that would, in the opinion
of counsel for the Company, violate applicable law or to include information the
disclosure of which at the time would result in a Material Adverse change in the
business or operations of the Company and/or its subsidiaries, as determined in
good faith by the Company.
(m) In the case of any Shelf Registration Statement, the Company shall:
(i) make available at reasonable times prior to the
effectiveness of the related Shelf Registration Statement for inspection
by representatives of the Holders of Transfer Restricted Securities to be
registered thereunder and any attorney, accountant or other agent retained
by such Holders, at the office where normally kept during normal business
hours, all financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the Company's
officers, directors and employees to supply all relevant information
reasonably requested by the Holders' attorneys, accountants or other
agents in connection with any such Shelf Registration Statement as is
customary for similar due diligence examinations; provided, however, that
the foregoing inspection and information gathering shall be coordinated by
one counsel designated by the Holders and that such persons shall first
agree in writing with the Company that any information that is designated
in writing by the Company, in good faith, as confidential at the time of
delivery of such information shall be kept confidential by such person,
unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public
generally or through a third party without an accompanying obligation of
confidentiality; and
(ii) upon the effectiveness of such Shelf Registration
Statement and the effectiveness of each post-effective amendment thereto,
deliver such documents and certificates
7
as may be reasonably requested by the Majority Holders, including those to
evidence compliance with Section 4(h).
(n) The Company may offer securities of the Company other than the
Debentures under the Shelf Registration Statement, except where such offer would
conflict with the terms of the Purchase Agreement.
SECTION 5. HOLDERS' AGREEMENTS.
Each Holder of Transfer Restricted Securities severally but
not jointly, by the acquisition of such Transfer Restricted Securities, agrees:
(a) To furnish the information required to be furnished pursuant to
Section 4(k) hereof within the time period set forth therein.
(b) That upon receipt of a notice of the commencement of a Supplemental
Delay Period, it will keep the fact of such notice confidential, forthwith
discontinue disposition of its Transfer Restricted Securities pursuant to the
Shelf Registration Statement, and will not deliver any Prospectus forming a part
thereof until receipt of the amended or supplemented Shelf Registration
Statement or Prospectus, as applicable, as contemplated by Section 4(h) hereof,
or until receipt of the Advice.
(c) If so directed by the Company in a notice of the commencement of a
Supplemental Delay Period, each Holder of Transfer Restricted Securities will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering the Transfer Restricted Securities.
(d) Sales of such Transfer Restricted Securities pursuant to a Shelf
Registration Statement shall only be made in the manner set forth in such
currently effective Shelf Registration Statement and in accordance with
applicable law. Upon each such sale, each selling Holder will deliver a notice
of such sale, substantially in the form of Exhibit B to the Company and the
Trustee.
SECTION 6. REGISTRATION EXPENSES.
The Company shall bear all expenses incurred in connection
with the performance of its obligations under Section 3 and Section 4 hereof and
will reimburse the Holders for the reasonable fees and disbursements of one firm
or counsel designated by the Majority Holders to act as counsel for the Holders
in connection with any Shelf Registration Statement. Notwithstanding the
foregoing or anything in this Agreement to the contrary, each Holder shall pay
all underwriting discounts and commission of any Underwriters with respect to
any Transfer Restricted Securities sold by it.
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.
(a) Indemnification of the Holders. The Company agrees to indemnify and
hold harmless each Holder of Transfer Restricted Securities covered by the Shelf
Registration Statement (including each Initial Purchaser), its directors,
officers and employees and each person who controls any such Holder within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each such person being sometimes hereinafter referred to as an "indemnified
party") against any loss, claim, damage, liability or expense, as incurred, to
which they or any of them may become subject under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise (including in settlement of any litigation, if such settlement
is effected with the written consent of the Company), insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof)
8
arises out of, or is based upon any untrue statement or alleged untrue statement
of a material fact contained in the Shelf Registration Statement as originally
filed or in any amendment thereof, or in any Prospectus, or in any amendment
thereof or supplement thereto, or arises out of, or is based upon the omission
or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading, and to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability,
expense or action; provided, however, that the foregoing indemnity agreement
shall not apply to any loss, claim, damage, liability or expense to the extent,
but only to the extent, arising out of, or based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any such Holder specifically for inclusion therein. This indemnity
agreement set forth in this Section shall be in addition to any liabilities
which the Company may otherwise have.
(b) Indemnification of the Company. Each Holder of Transfer Restricted
Securities covered by a Shelf Registration Statement (including each Initial
Purchaser) severally and not jointly agrees to indemnify and hold harmless the
Company, its directors, officers and employees and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act to the same extent as the foregoing indemnity from the Company to each such
Holder, but only with reference to written information relating to such Holder
furnished to the Company by or on behalf of such Holder specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement set forth is this Section shall be in addition to any
liabilities which any such Holder may otherwise have. In no event shall any
Holder, its directors, officers or any person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Shelf Registration Statement exceeds (i) the amount
paid by such Holder for such Transfer Restricted Securities and (ii) the amount
of any damages that such Holder, its directors, officers or any person who
controls such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.
(c) Notification and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 7 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof may be made against an indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 7 or to the extent it is not
prejudiced as a proximate result of such failure. In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel (as
provided in the following sentence) to assume such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of such indemnifying party's election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not
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be liable to such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed separate
counsel in accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel (together with local counsel),
approved by the indemnifying party, representing the indemnified parties who are
parties to such action) or (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action, in each of
which cases the fees and expenses of counsel shall be at the expense of the
indemnifying party.
(d) Settlements. The indemnifying party under this Section shall not be
liable for any settlement of any proceeding effected without its written
consent, which shall not be withheld unreasonably, but if settled with such
consent or if there is a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 7(c) hereof, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement, compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or
consent (x) includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or
proceeding and (y) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.
(e) Contribution. If the indemnification provided for in this Section 7 is
for any reason held to be unavailable to or otherwise insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount paid or payable by such indemnified party, as
incurred, as a result of any losses, claims, damages, liabilities or expenses
referred to therein in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the Shelf
Registration Statement that resulted in such losses, claims, damages and
liabilities; provided, however, that in no case shall any Initial Purchaser be
responsible, in the aggregate, for any amount in excess of the purchase discount
or commission applicable to such Note, as set forth in the Purchase Agreement.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits, but also the relative fault of such indemnifying party, on
the one hand, and such indemnified party, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the sum of (x)
the total net proceeds from the Initial Placement (before deducting expenses) as
set forth in the Purchase Agreement and (y) the total amount of additional
interest that the Company was not required to pay as a result of registering the
securities covered by the Shelf Registration Statement that resulted in such
losses, claims, damages, liabilities or expenses. Benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase discounts
and commissions as set forth in the Purchase Agreement, and benefits received by
any other Holders shall be deemed to be equal to the value of the Transfer
Restricted Securities sold by such Holders under the Shelf
10
Registration Statement. The relative fault of the indemnifying party, on the one
hand, and the indemnified party, on the other hand, shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact or any such inaccurate or alleged inaccurate representation or warranty
relates to information supplied by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in paragraph (c), any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth in
paragraph (c) with respect to notice of commencement of any action shall apply
if a claim for contribution is to be made under this paragraph (d); provided,
however, that no additional notice shall be required with respect to any action
for which notice has been given under paragraph (c) for purposes of
indemnification.
The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation that does not take account of the equitable considerations referred
to above.
Notwithstanding the provisions of this paragraph (d), no
Initial Purchaser shall be required to contribute any amount in excess of the
commissions received by such Initial Purchaser in connection with the Debentures
resold by it in the initial placement of the Debentures. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 7,
each person who controls a Holder within the meaning of either the Securities
Act or the Exchange Act and each director, officer, employee and agent of such
Holder shall have the same rights to contribution as such Holder, and each
person who controls the Company within the meaning of either the Securities Act
or the Exchange Act and each officer of the Company who shall have signed the
Shelf Registration Statement and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d). The obligations of each
Holder and each Initial Purchaser hereunder are several and not joint.
(f) Survival. The provisions of this Section 7 shall remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any of the officers, directors or controlling persons referred
to in Section 7 hereof, and will survive the sale by a Holder of Transfer
Restricted Securities or Exchange Debentures.
SECTION 8. RULE 144A AND RULE 144.
The Company agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to
make available, upon request of any Holder, to such Holder or beneficial owner
of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.
11
SECTION 9. MISCELLANEOUS.
(a) No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that would prevent the Company from
satisfying or continuing to satisfy its obligations herein or that would
otherwise conflict with the provisions hereof. Without limiting the foregoing,
the Company may from time to time grant registration rights to holders of its
securities so long as such rights do not diminish the contractual obligations of
the Company to the Holders herein.
(b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of Debentures; provided, however, that with respect to any matter that
directly or indirectly adversely affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial
Purchaser against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing
proviso), a waiver or consent to depart from the provisions hereof, with respect
to a matter, which relates exclusively to the rights of Holders whose securities
are being sold pursuant to a Shelf Registration Statement and does not directly
or indirectly adversely affect the rights of other Holders, may be given by the
Majority Holders, determined on the basis of Debentures being sold rather than
registered under such Shelf Registration Statement.
(c) Notices. All notices and other communications hereunder shall be in
writing and shall be mailed, hand delivered or telecopied and confirmed to the
parties hereto as follows:
(i) if to a Holder, at the most current address given by
such holder to the Company in accordance with the provisions of this (c),
which address initially is, with respect to each Holder, the address of
such Holder maintained by the registrar under the Indenture
(ii) if to the Initial Purchasers, initially at the
respective addresses set forth in the Purchase Agreement; and
(iii) if to the Company, initially at its address set forth in
the Purchase Agreement.
All such notices and communications shall be deemed to have
been duly given when received.
Upon the date of filing of a Shelf Registration Statement
notice shall be delivered to Banc of America Securities LLC, on behalf of the
Initial Purchasers in the form attached hereto as Exhibit A.
Any party hereto may change the address for receipt of
communications by giving written notice to the others.
(d) Successors and Assigns. This Agreement shall inure to the benefit of,
and be binding upon, the successors and assigns of each of the parties hereto,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Debentures. The Company hereby agrees to
extend the benefits of this Agreement to any Holder of Debentures and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.
12
(e) Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same agreement.
(f) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in such state.
(h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.
(i) Debentures Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Debentures is
required hereunder, Debentures held by the Company or its Affiliates (other than
subsequent Holders of Debentures if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Debentures) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.
(j) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto with respect
to the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
13
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
RADIAN GROUP INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
BANC OF AMERICA SECURITIES LLC
▇▇▇▇▇▇ BROTHERS INC.
By: BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
14
EXHIBIT A
, 2002
RADIAN GROUP INC.
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
The undersigned beneficial holder of Senior Convertible
Debentures due 2022 (the "Debentures") of the Radian Group Inc. ("Radian Group"
or "Registrant") or common stock, $.001 par value (the "common stock" and,
together with the Debentures, the "Registrable Securities") of Radian Group
understands that the Registrant has filed or intends to file with the Securities
and Exchange Commission (the "SEC") a registration statement on Form S-3 (the
"Shelf Registration Statement") for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the "Securities Act"), of the
Registrable Securities, in accordance with the terms of the Registration Rights
Agreement, dated as of January 11, 2002 (the "Registration Rights Agreement"),
between Radian Group and the initial purchasers named therein. A copy of the
Registration Rights Agreement is available from Radian Group upon request at the
address set forth below. Each capitalized term not otherwise defined herein
shall have the meaning ascribed thereto in the Registration Rights Agreement.
Each beneficial owner of Registrable Securities is entitled to
the benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling securityholder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions, as described
below). BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS NOTICE AND QUESTIONNAIRE AND
DELIVER IT TO RADIAN GROUP WITHIN 20 BUSINESS DAYS OF THE DATE OF THIS NOTICE
AND QUESTIONNAIRE AS PROVIDED BELOW WILL NOT BE NAMED AS SELLING SECURITYHOLDERS
IN THE PROSPECTUS AND THEREFORE WILL NOT BE PERMITTED TO SELL ANY REGISTRABLE
SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT. NOTWITHSTANDING THE
FOREGOING, TRANSFEREES OF ALL OR ANY PORTION OF THE REGISTRABLE SECURITIES MAY
COMPLETE THIS NOTICE AND QUESTIONNAIRE AND DELIVER IT TO RADIAN GROUP ON OR
PRIOR TO THE EARLIER OF (1) THE 20TH BUSINESS DAY AFTER THE DATE OF COMPLETION
OF THE TRANSFER TO SUCH TRANSFEREE AND (2) 9:00 A.M., PHILADELPHIA TIME, ON THE
SECOND BUSINESS DAY PRIOR TO THE DATE THE SHELF REGISTRATION STATEMENT IS
DECLARED EFFECTIVE BY THE SEC. Beneficial owners are encouraged to complete and
deliver this Notice and Questionnaire prior to the effectiveness of the Shelf
Registration Statement so that such beneficial owners maybe named as selling
securityholders in the related prospectus at the time of effectiveness. Radian
Group has agreed to pay additional interest pursuant to the Registration Rights
Agreement under certain circumstances as set forth therein.
Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and the related prospectus.
A-1
NOTICE
The undersigned beneficial owner (the "Selling
Securityholder") of Registrable Securities hereby gives notice to Radian Group
of its intention to sell or otherwise dispose of Registrable Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Notice and Questionnaire, understands that it will be
bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.
Pursuant to the Registration Rights Agreement, the undersigned
has agreed to indemnify and hold harmless The Radian Group's directors and
officers and each person, if any, who controls The Radian Group within the
meaning of Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), from and against certain
losses arising in connection with statements concerning the undersigned made in
the Shelf Registration Statement or the related prospectus in reliance upon the
information provided in this Notice and Questionnaire.
Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the undersigned will be required to deliver to Radian
Group and the Trustee the Notice of Transfer (completed and signed) set forth in
Exhibit 1 attached hereto and hereby undertakes to do so.
The undersigned hereby provides the following information to
The Radian Group and represents and warrants that such information is accurate
and complete:
QUESTIONNAIRE
1. (a) Full Legal Name of Selling Securityholder:
-----------------------------------------------------------------------
(b) Full Legal Name of Registered Holder (if not the same as (a) above)
through which Registrable Securities listed in Item 3 below are
held:
-----------------------------------------------------------------------
(c) Full Legal Name of DTC Participant (if applicable and if not the
same as (b) above) through which Registrable Securities listed in
Item 3 below are held:
-----------------------------------------------------------------------
A-2
2. Address for Notices to Selling Securityholder:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Telephone:
----------------------------------------------------------------------
Fax:
----------------------------------------------------------------------------
Contact Person:
-----------------------------------------------------------------
3. Beneficial Ownership of Registrable Securities:
(a) Type and Principal Amount of Registrable Securities Beneficially owned:
-----------------------------------------------------------------------
(b) CUSIP No(s).of such Registrable Securities Beneficially owned:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
4. Beneficial Ownership of Other Securities of Radian Group owned by the Selling
Securityholder:
Except as set forth below in this Item 4, the undersigned is not the
beneficial or registered owner of any securities of Radian Group other
than the Registrable Securities listed above in Item 3.
(a) Type and Amount of Other Securities Beneficially owned by the Selling
Securityholder:
-----------------------------------------------------------------------
(b) CUSIP No(s). of such Other Securities Beneficially owned:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
5. Relationships with Radian Group:
Except as set forth below, neither the undersigned nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any
position or office or has had any other material relationship with Radian
Group (or its predecessors or affiliates) during the past three years.
State any exceptions here:
---------------------------------------------------
-----------------------------------------------------------------------------
6. Plan of Distribution:
Except as set forth below, the undersigned (including its donees or pledgees)
intends to distribute the Registrable Securities listed above in Item 3
pursuant to the Shelf Registration Statement only as
A-3
follows (if at all): Such Registrable Securities may be sold from time to
time directly by the undersigned or, alternatively, through underwriters,
broker-dealers or agents. If the Registrable Securities are sold through
underwriters or broker-dealers, the Selling Securityholder will be
responsible for underwriting discounts or commissions or agent's commissions.
Such Registrable Securities may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. Such sales may be
effected in transactions (which may involve block transactions) (i) on any
national securities exchange or quotation service on which the Registrable
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv) through the
writing of options. In connection with sales of the Registrable Securities or
otherwise, the undersigned may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Registrable
Securities in the course of hedging positions they assume. The undersigned
may also sell Registrable Securities short and deliver Registrable Securities
to close out short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.
State any exceptions here:
---------------------------------------------------
-----------------------------------------------------------------------------
Note: In no event will such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior
agreement of The Radian Group.
The undersigned acknowledges that it understands its
obligation to comply with the provisions of the Exchange Act and the rules
thereunder relating to stock manipulation, particularly Regulation M thereunder
(or any successor rules or regulations), in connection with any offering of
Registrable Securities pursuant to the Registration Rights Agreement. The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.
The Selling Securityholder hereby acknowledges its obligations
under the Registration Rights Agreement to indemnify and hold harmless certain
persons as set forth therein.
Pursuant to the Registration Rights Agreement, Radian Group
has agreed under certain circumstances to indemnify the Selling Securityholder
against certain liabilities.
In accordance with the undersigned's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify Radian Group of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth below. In the event that the undersigned transfers all or any
portion of the Registrable Securities listed in Item 3 above after the date on
which such information is provided to Radian Group, the undersigned agrees to
notify the transferee(s) at the time of transfer of its rights and obligations
under this Notice and Questionnaire and the Registration Rights Agreement.
By signing below, the undersigned consents to the disclosure
of the information contained herein in, its answers to Items 1 through 6 above
and the inclusion of such information in the Shelf Registration Statement and
the related prospectus. The undersigned understands that such information will
be relied upon by Radian Group in connection with the preparation of amendment
or the Shelf Registration Statement and the related prospectus.
A-4
Once this Notice and Questionnaire is executed by the
undersigned and received by Radian Group, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of Radian
Group and the undersigned with respect to the Registrable Securities
Beneficially owned by the undersigned and listed in Item 3 above. This Agreement
shall be governed in all respects by the laws of the State of New York.
A-5
IN WITNESS WHEREOF, the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.
Date:
--------------------------------------
Beneficial Owner
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE TO RADIAN GROUP INC. AT:
Radian Group Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
A-6
EXHIBIT B
NOTICE TO TRANSFER PURSUANT TO REGISTRATION STATEMENT
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Radian Group Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Re: Radian Group Inc. (the "Company")
2.25% Senior Convertible Debentures due
2022 (the "Debentures")
Dear Sirs:
Please be advised that has transferred $
aggregate principal amount of the Debentures or shares of the
Company's Common Stock, issued on conversion, repurchase or redemption of
the Debentures, pursuant to the Registration Statement on Form S-3 (File
No.333- ) filed by the Company.
We hereby certify that the prospectus delivery requirements,
if any, of the Securities Act of 1933, as amended, have been satisfied with
respect to the transfer described above and that the above-named Beneficial
owner of the Debentures or Common Stock is named as a selling
securityholder in the Prospectus dated , 2002 or in amendments or
supplements thereto, and that the aggregate principal amount of the
Debentures or number of shares of Common Stock transferred are [a portion
of] the Debentures or Common Stock listed in such Prospectus as amended or
supplemented opposite such owner's name.
Very truly yours,
------------------------------------------
(Name)
By:
---------------------------------------
(Authorized Signature)
Dated:
-------------------------
B-1