<PAGE>

                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                               RADIAN GROUP INC.,

                                   as Issuer,

                                       and

                         BANC OF AMERICA SECURITIES LLC
                              LEHMAN BROTHERS INC.
                            WACHOVIA SECURITIES, INC.
                            BEAR, STEARNS & CO. INC.
                          DEUTSCHE BANK SECURITIES INC.

                              as Initial Purchasers

                          Dated as of February 14, 2003

<PAGE>

                         Registration Rights Agreement

          This Registration Rights Agreement (this "Agreement") is made and
entered into as of February 14, 2003, by and among Radian Group Inc., a Delaware
corporation (the "Company"), Banc of America Securities Llc, Lehman Brothers
Inc., Wachovia Securities, Inc., Bear, Stearns & Co. Inc., And Deutsche Bank
Securities Inc. (each an "Initial Purchaser" and, collectively, the "Initial
Purchasers"), each of whom has agreed to purchase the Company's 5.625% Senior
Notes due 2013 (the "Initial Notes") pursuant to the Purchase Agreement (as
defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated as of
February 11, 2003 (the "Purchase Agreement"), by and among the Company and 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 Notes (including the Initial
Purchasers). In order to induce the Initial Purchasers to purchase the Initial
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 5(h) of the
Purchase Agreement.

          The parties hereby agree as follows:

Section 1. Definitions

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Closing Date: The date of this Agreement.

          Commission: The Securities and Exchange Commission.

          Consummate: A registered Exchange Offer shall be deemed "Consummated"
     for purposes of this Agreement upon the occurrence of (i) the filing and
     effectiveness under the Securities Act of the Exchange Offer Registration
     Statement relating to the Exchange Notes to be issued in the Exchange
     Offer, (ii) the maintenance of such Registration Statement continuously
     effective and the keeping of the Exchange Offer open for a period not less
     than the minimum period required pursuant to Section 3(b) hereof, and (iii)
     the delivery by the Company to the Registrar under the Indenture of
     Exchange Notes in the same aggregate principal amount as the aggregate
     principal amount of Initial Notes that were tendered by Holders thereof
     pursuant to the Exchange Offer.

          Effectiveness Target Date: As defined in Section 5.

          Exchange Act: The Securities Exchange Act of 1934, as amended.

          Exchange Notes: The 5.625% Notes due 2013, of the same series under
     the Indenture as the Initial Notes, to be issued to Holders in exchange for
     Registrable Notes pursuant to this Agreement.

          Exchange Offer: The registration by the Company under the Securities
     Act of the Exchange Notes pursuant to a Registration Statement pursuant to
     which the Company offers the Holders of all outstanding Registrable Notes
     the opportunity to exchange all such outstanding Registrable Notes held by
     such Holders for Exchange Notes in an aggregate principal amount equal to
     the aggregate principal amount of the Registrable Notes tendered in such
     exchange offer by such Holders.

          Exchange Offer Registration Statement: The Registration Statement
     relating to the Exchange Offer, including the related Prospectus.

<PAGE>

          Exchange Offer Consummation Deadline: As defined in Section 3(b).

          Exempt Resales: The transactions in which the Initial Purchasers
     propose to sell the Initial Notes to certain "qualified institutional
     buyers," as such term is defined in Rule 144A under the Securities Act.

          Holder: As defined in Section 2(b) hereof.

          Indemnified Holder: As defined in Section 8(a) hereof.

          Indenture: The Indenture, dated as of February 14, 2003, among the
     Company and Wachovia Bank, National Association, as trustee (the
     "Trustee"), pursuant to which the Notes are to be issued, as such Indenture
     is amended or supplemented from time to time in accordance with the terms
     thereof.

          Initial Purchasers: As defined in the preamble hereto.

          Initial Notes: The 5.625% Notes due 2013, of the same series under the
     Indenture as the Exchange Notes, for so long as such securities constitute
     Registrable Notes.

          Initial Placement: The issuance and sale by the Company of the Initial
     Notes to the Initial Purchasers pursuant to the Purchase Agreement.

          NASD: National Association of Securities Dealers, Inc.

          Notes: The Initial Notes and the Exchange Notes.

          Person: An individual, partnership, corporation, trust or
     unincorporated organization, or a government or agency or political
     subdivision thereof.

          Prospectus: The prospectus included in a Registration Statement, as
     amended or supplemented by any prospectus supplement and by all other
     amendments thereto, including post-effective amendments, and all material
     incorporated by reference into such Prospectus.

          Registrable Notes: Each Note, until the earliest to occur of (a) the
     date on which such Note is exchanged in the Exchange Offer and entitled to
     be resold to the public by the Holder thereof without complying with the
     prospectus delivery requirements of the Securities Act, (b) the date on
     which such Note has been effectively registered under the Securities Act
     and disposed of in accordance with a Shelf Registration Statement, (c) the
     date on which such Note ceases to be outstanding, and (d) the date on which
     such Note is distributed to the public pursuant to Rule 144 under the
     Securities Act or by a Broker-Dealer pursuant to the "Plan of Distribution"
     contemplated by the Exchange Offer Registration Statement (including
     delivery of the Prospectus contained therein).

          Registration Default: As defined in Section 5 hereof.

          Registration Statement: Any registration statement of the Company
     relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer
     or (b) the registration for resale of Registrable Notes pursuant to the
     Shelf Registration Statement, which is filed pursuant to the provisions of
     this Agreement, in each case, including the Prospectus included therein,
     all amendments and supplements thereto (including post-effective
     amendments) and all exhibits and material incorporated by reference
     therein.

          Securities Act: The Securities Act of 1933, as amended.

                                        2

<PAGE>

          Shelf Filing Deadline: As defined in Section 4 hereof.

          Shelf Registration Statement: As defined in Section 4 hereof.

          Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C.
     Section 77aaa to 77bbbb) as in effect on the date of the Indenture.

          Underwritten Registration or Underwritten Offering: A registration in
     which securities of the Company are sold to an underwriter for reoffering
     to the public.

Section 2. Securities Subject To This Agreement

     (a) Registrable Notes. The securities entitled to the benefits of this
Agreement are the Registrable Notes.

     (b) Holders of Registrable Notes. A Person is deemed to be a Holder of
Registrable Notes (each, a "Holder") whenever such Person owns Registrable
Notes.

Section 3. Registered Exchange Offer

     (a) Unless the Exchange Offer shall not be permissible under applicable law
or the Commission policy (after the procedures set forth in Section 6(a) below
have been complied with), the Company shall (i) cause to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later
than 120 days after the Closing Date, a Registration Statement under the
Securities Act relating to the Exchange Notes and the Exchange Offer, (ii) use
its reasonable best efforts to cause such Registration Statement to be declared
effective by the Commission no later than 180 days after the Closing Date, (iii)
in connection with the foregoing, file (A) all pre-effective amendments to such
Registration Statement as may be necessary in order to cause such Registration
Statement to become effective, (B) if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430A under the Securities Act and
(C) all necessary filings in connection with the registration and qualification
of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions
as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The
Exchange Offer shall be on the appropriate form permitting registration of the
Exchange Notes to be offered in exchange for the Registrable Notes and to permit
resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

     (b) The Company shall cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 business days after the date notice of
the Exchange Offer is mailed to the Holders. The Company shall cause the
Exchange Offer to comply with all applicable federal and state securities laws.
No securities other than the Notes shall be included in the Exchange Offer
Registration Statement. The Company shall use its reasonable best efforts to
cause the Exchange Offer to be Consummated no later than 30 business days after
the Exchange Offer Registrations Statement becomes effective (such 30th business
day being the "Exchange Offer Consummation Deadline").

     (c) The Company shall indicate in a "Plan of Distribution" section
contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Notes that are Registrable
Notes and that were acquired for its own account as a result of market-making
activities or other trading activities (other than Registrable Notes acquired
directly from the Company), may exchange such Initial Notes pursuant to the
Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Securities Act and must, therefore, deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resales of the Exchange Notes received by such

                                        3

<PAGE>

Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement. Such "Plan of Distribution"
section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer
except to the extent required by the Commission as a result of a change in
policy after the date of this Agreement.

          The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of Notes acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period ending on the earlier of
(i) 180 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Broker-Dealer is no longer
required to deliver a prospectus in connection with market-making or other
trading activities.

          The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
180 days (or shorter as provided in the foregoing sentence) period in order to
facilitate such resales.

Section 4. Shelf Registration

     (a) Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or by the staff of
the Commission (after the procedures set forth in Section 6(a) below have been
complied with), (ii) the Exchange Offer is not Consummated by the Exchange Offer
Consummation Deadline, or (iii) such registration is requested by any Holder of
the Registrable Notes, other than certain broker-dealers, before the date that
is 20 business days after the consummation of the exchange offer if (A) such
Holder is prohibited by applicable law or by the staff of the Commission from
participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Registrable Notes
acquired directly from the Company or one of its affiliates, then, upon the
request of any Holder of Registrable Notes, the Company shall:

          (x) cause to be filed a shelf registration statement pursuant to Rule
     415 under the Securities Act, which may be an amendment to the Exchange
     Offer Registration Statement (in either event, the "Shelf Registration
     Statement") on or before 30 days after the earliest to occur of (1) the
     date on which the Company determines that it is not required to file the
     Exchange Offer Registration Statement, (2) the date on which the Company
     receives notice from a Holder of Registrable Notes as contemplated by
     clause (a)(iii) above, and (3) the Exchange Offer Consummation Deadline
     (such earliest date being the "Shelf Filing Deadline"), which Shelf
     Registration Statement shall provide for resales of all Registrable Notes
     the Holders of which shall have provided the information required pursuant
     to Section 4(b) hereof; and

          (y) use its reasonable best efforts to cause such Shelf Registration
     Statement to be declared effective by the Commission on or before the 90th
     day after the Shelf Filing Deadline.

     The Company shall use its reasonable best efforts to keep such Shelf
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Sections 6(b) and (c)

                                        4

<PAGE>

hereof to the extent necessary to ensure that it is available for resales of
Notes by the Holders of Registrable Notes entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years
following the Closing Date (or one year, if it is filed at the request of a
Holder of Registrable Notes) or, if earlier, until all the Registrable Notes
covered by the Shelf Registration Statement are sold thereunder, become eligible
for resale pursuant to Rule 144 under the Securities Act, or cease to be
Registrable Notes.

     Notwithstanding the foregoing, the Company may, by notice to Holders of
Registrable Notes, suspend the availability of a Shelf Registration Statement
and the use of the related Prospectus, if (i) such action is required by
applicable law, (ii) the board of directors of the Company determines in good
faith that it is in the Company's best interests to refrain from disclosing the
existence of or facts surrounding any proposed or pending material corporate
transaction, or (iii) the existence of any fact or the happening of any event
that makes any statement or a material fact made in the Shelf Registration
Statement or the related Prospectus untrue or requires the making of any changes
in or additions to the Shelf Registration Statement or related Prospectus to
make the statements therein not misleading.

     The period for which the Company is obligated to keep the shelf
registration statement continuously effective shall be extended by the period of
such suspension. Each Holder of Registrable Notes shall be required to
discontinue disposition of Registrable Notes pursuant to the Shelf Registration
Statement upon receipt from us of notice of any events described in the
preceding paragraph or certain other events specified in the registration rights
agreement.

     (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Registrable Notes may include any of
its Registrable Notes in any Shelf Registration Statement pursuant to this
Agreement unless and until such Holder furnishes to the Company in writing,
within 15 business days after receipt of a request therefor, such information as
the Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein.
Each Holder as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

Section 5. Additional Interest

          If (i) any of the Registration Statements required by this Agreement
is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, (ii) any of such Registration Statements has not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the
Exchange Offer has not been Consummated on or before the Exchange Offer
Consummation Deadline or (iv) the Shelf Registration Statement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded, if necessary, as soon
as practicable by a supplement or post-effective amendment to such Registration
Statement that cures such failure and that is itself promptly declared effective
(except during limited periods as a result of the exercise by the Company of its
right to suspend use of the Shelf Registration Statement and the related
Prospectus pursuant to Section 4 hereof) (each such event referred to in clauses
(i) through (iv), a "Registration Default"), then the Company hereby agrees to
pay to each Holder of Registrable Notes, as liquidated damages for such
Registration Default, additional interest ("Additional Interest"), in addition
to the Base Interest, which Additional Interest shall accrue at a rate of 0.25%
per annum during the 90-day period immediately following the occurrence of any
such Registration Default and a rate of 0.50% per annum thereafter for any
remaining time at the end of each subsequent 90-day period until all
Registration Defaults have been cured; provided, however, that in no event the
rate of Additional Interest will exceed 0.50% per year; provided further that if
after all such Registration Defaults have been cured, a different Registration
Default occurs, the interest rate borne by the relevant Registrable Notes shall
again be increased pursuant to the foregoing provisions. Notwithstanding
anything to the contrary

                                        5

<PAGE>

set forth herein, (1) upon filing of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (ii)
above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above,
or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
Additional Interest payable with respect to the Registrable Notes as a result of
such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

          All obligations of the Company set forth in the preceding paragraph
that are outstanding with respect to any Registrable Note at the time such
security ceases to be a Registrable Note shall survive until such time as all
such obligations with respect to such Registrable Note shall have been satisfied
in full.

Section 6. Registration Procedures

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company shall comply with all of the provisions of Section 6(c)
below, shall use its reasonable best efforts to effect such exchange to permit
the sale of Registrable Notes being sold in accordance with the intended method
or methods of distribution thereof, and shall comply with all of the following
provisions:

          (i) If in the reasonable opinion of counsel to the Company there is a
     question as to whether the Exchange Offer is permitted by applicable law,
     the Company hereby agrees to seek a no-action letter or other favorable
     decision from the Commission allowing the Company to Consummate an Exchange
     Offer for such Initial Notes. The Company hereby agrees to pursue the
     issuance of such a decision to the Commission staff level but shall not be
     required to take commercially unreasonable action to effect a change of
     Commission policy. The Company hereby agrees, however, to (A) participate
     in telephonic conferences with the Commission, (B) deliver to the
     Commission staff an analysis prepared by counsel to the Company setting
     forth the legal bases, if any, upon which such counsel has concluded that
     such an Exchange Offer should be permitted and (C) diligently pursue a
     favorable resolution by the Commission staff of such submission.

          (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Registrable Notes
     shall furnish, upon the request of the Company, prior to the Consummation
     thereof, a written representation to the Company (which may be contained in
     the letter of transmittal contemplated by the Exchange Offer Registration
     Statement) to the effect that (A) it is not an affiliate of the Company,
     (B) it is not engaged in, and does not intend to engage in, and has no
     arrangement or understanding with any person to participate in, a
     distribution of the Exchange Notes to be issued in the Exchange Offer, and
     (C) it is acquiring the Exchange Notes in its ordinary course of business.
     In addition, all such Holders of Registrable Notes shall otherwise
     cooperate in the Company's preparations for the Exchange Offer. Each Holder
     hereby acknowledges and agrees that any Broker-Dealer and any such Holder
     using the Exchange Offer to participate in a distribution of the securities
     to be acquired in the Exchange Offer (1) could not under Commission policy
     as in effect on the date of this Agreement rely on the position of the
     Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
     1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and similar no-action letters (which may include any no-action letter
     obtained pursuant to clause (i) above), and (2) must comply with the
     registration and prospectus delivery requirements of the Securities Act in
     connection with a secondary resale transaction and that such a secondary
     resale transaction should be covered by an effective registration statement
     containing the selling security Holder information required by Item 507 or
     508, as applicable, of Regulation S-K if the resales are of Exchange Notes
     obtained by such Holder in exchange for Initial Notes acquired by such
     Holder directly from the Company.

                                        6

<PAGE>

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company shall comply with all the provisions of Section 6(c)
below and shall use its reasonable best efforts to effect such registration to
permit the sale of the Registrable Notes being sold in accordance with the
intended method or methods of distribution thereof, and pursuant thereto the
Company will as expeditiously as possible prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Securities Act, which form shall be available for the sale of the
Registrable Notes in accordance with the intended method or methods of
distribution thereof.

     (c) General Provisions. In connection with any Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Registrable Notes (including, without limitation, any Registration Statement and
the related Prospectus required to permit resales of Notes by Broker-Dealers),
the Company shall:

          (i) use its reasonable best efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Section 3 or 4 of this Agreement, as
     applicable; upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain a
     material misstatement or omission or (B) not to be effective and usable for
     resale of Registrable Notes during the period required by this Agreement,
     the Company shall file promptly an appropriate amendment to such
     Registration Statement, in the case of clause (A), correcting any such
     misstatement or omission, and, in the case of either clause (A) or (B), use
     its reasonable best efforts to cause such amendment to be declared
     effective and such Registration Statement and the related Prospectus to
     become usable for their intended purpose(s) as soon as practicable
     thereafter;

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 or 4 hereof, as applicable, or such shorter period as
     will terminate when all Registrable Notes covered by such Registration
     Statement have been sold; cause the Prospectus to be supplemented by any
     required Prospectus supplement, and as so supplemented to be filed pursuant
     to Rule 424 under the Securities Act, and to comply fully with the
     applicable provisions of Rules 424 and 430A under the Securities Act in a
     timely manner; and comply with the provisions of the Securities Act with
     respect to the disposition of all securities covered by such Registration
     Statement during the applicable period in accordance with the intended
     method or methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

          (iii) advise the underwriter(s), if any, and selling Holders promptly
     and, if requested by such Persons, to confirm such advice in writing, (A)
     when the Prospectus or any Prospectus supplement or post-effective
     amendment has been filed, and, with respect to any Registration Statement
     or any post-effective amendment thereto, when the same has become
     effective, (B) of any request by the Commission for amendments to the
     Registration Statement or amendments or supplements to the Prospectus or
     for additional information relating thereto, (C) of the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement under the Securities Act or of the suspension by any
     state securities commission of the qualification of the Registrable Notes
     for offering or sale in any jurisdiction, or the initiation of any
     proceeding for any of the preceding purposes, and (D) of the existence of
     any fact or the happening of any event that makes any statement of a
     material fact made in the Registration Statement, the Prospectus, any
     amendment or supplement thereto, or any document incorporated by reference
     therein untrue, or that requires the making of any additions to or changes
     in the Registration Statement or the Prospectus in order to make the
     statements therein not misleading. If at any time the Commission shall
     issue any stop order suspending the effectiveness of the Registration
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from
     qualification

                                        7

<PAGE>

     of the Registrable Notes under state securities or Blue Sky laws, the
     Company shall use its reasonable best efforts to obtain the withdrawal or
     lifting of such order at the earliest possible time;

          (iv) furnish without charge to each of the Initial Purchasers, each
     selling Holder named in any Registration Statement, and each of the
     underwriter(s), if any, before filing with the Commission, copies of any
     Registration Statement or any Prospectus included therein or any amendments
     or supplements to any such Registration Statement or Prospectus (including
     all documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review of
     such Holders and underwriter(s) in connection with such sale, if any, for a
     period of at least five business days, and the Company will not file any
     such Registration Statement or Prospectus or any amendment or supplement to
     any such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which an Initial Purchaser of Registrable
     Notes covered by such Registration Statement or the underwriter(s), if any,
     shall reasonably object in writing within five business days after the
     receipt thereof (such objection to be deemed timely made upon confirmation
     of telecopy transmission within such period). The objection of an Initial
     Purchaser or underwriter, if any, shall be deemed to be reasonable if such
     Registration Statement, amendment, Prospectus or supplement, as applicable,
     as proposed to be filed, contains a material misstatement or omission;

          (v) upon written request, promptly prior to the filing of any document
     that is to be incorporated by reference into a Registration Statement or
     Prospectus, provide copies of such document to the Initial Purchasers, each
     selling Holder named in any Registration Statement, and to the
     underwriter(s), if any, make the Company's representatives available for
     discussion of such document and other customary due diligence matters, and
     include such information in such document prior to the filing thereof as
     such selling Holders or underwriter(s), if any, reasonably may request;

          (vi) make available at reasonable times for inspection by the Initial
     Purchasers, any managing underwriter participating in any disposition
     pursuant to such Registration Statement and any attorney or accountant
     retained by such Initial Purchasers or any of the underwriter(s), all
     financial and other records, pertinent corporate documents and properties
     of the Company and cause the Company's officers, directors and employees to
     supply all information reasonably requested by any such Holder,
     underwriter, attorney or accountant in connection with such Registration
     Statement subsequent to the filing thereof and prior to its effectiveness;

          (vii) if requested by any selling Holders or the underwriter(s), if
     any, promptly incorporate in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such selling Holders and underwriter(s), if any, may
     reasonably request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Registrable
     Notes, information with respect to the principal amount of Registrable
     Notes being sold to such underwriter(s), the purchase price being paid
     therefor and any other terms of the offering of the Registrable Notes to be
     sold in such offering; and make all required filings of such Prospectus
     supplement or post-effective amendment as soon as practicable after the
     Company is notified of the matters to be incorporated in such Prospectus
     supplement or post-effective amendment;

          (viii) use its reasonable best efforts to cause the Registrable Notes
     covered by the Registration Statement to be rated with the appropriate
     rating agencies, if so requested by the Holders of a majority in aggregate
     principal amount of Notes covered thereby or the underwriter(s), if any;

          (ix) furnish to each selling Holder and each of the underwriter(s), if
     any, without charge, at least one copy of the Registration Statement, as
     first filed with the Commission, and of each amendment thereto, including
     financial statements and schedules, all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

                                        8

<PAGE>

          (x) deliver to each selling Holder and each of the underwriter(s), if
     any, without charge, as many copies of the Prospectus (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Persons reasonably may request; the Company hereby consents to the use of
     the Prospectus and any amendment or supplement thereto by each of the
     selling Holders and each of the underwriter(s), if any, in connection with
     the offering and the sale of the Registrable Notes covered by the
     Prospectus or any amendment or supplement thereto;

          (xi) enter into such agreements (including an underwriting agreement),
     and make such representations and warranties with respect to the business
     of the Company as are customarily addressed in representations and
     warranties made by issuers to underwriters in underwritten offerings, and
     take all such other actions in connection therewith in order to expedite or
     facilitate the disposition of the Registrable Notes pursuant to any
     Registration Statement contemplated by this Agreement, all to such extent
     as may be reasonably requested by any Initial Purchaser or by any Holder of
     Registrable Notes or underwriter in connection with any sale or resale
     pursuant to any Registration Statement contemplated by this Agreement; and
     whether or not an underwriting agreement is entered into and whether or not
     the registration is an Underwritten Registration, the Company shall:

               (A) furnish to each Initial Purchaser, each selling Holder and
          each underwriter, if any, in such substance and scope as they may
          reasonably request and as are customarily made by issuers to
          underwriters in primary underwritten offerings, upon the date of the
          Consummation of the Exchange Offer and, if applicable, the
          effectiveness of the Shelf Registration Statement:

                    (A) a certificate, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, signed by (y) the
               President or any Vice President and (z) a principal financial or
               accounting officer of the Company, confirming, as of the date
               thereof, the matters set forth in paragraphs (i), (ii) and (iii)
               of Section 5 (f) of the Purchase Agreement and such other matters
               as such parties may reasonably request;

                    (B) an opinion, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Company, covering the matters set forth in paragraph (c) of
               Section 5 of the Purchase Agreement and such other matters as
               such parties may reasonably request, and in any event including a
               statement to the effect that such counsel has participated in
               conferences with officers and other representatives of the
               Company, representatives of the independent public accountants
               for the Company, the Initial Purchasers' representatives and the
               Initial Purchasers' counsel in connection with the preparation of
               such Registration Statement and the related Prospectus and have
               considered the matters required to be stated therein and the
               statements contained therein, although such counsel has not
               independently verified the accuracy, completeness or fairness of
               such statements; and that such counsel advises that, on the basis
               of the foregoing, no facts came to such counsel's attention that
               caused such counsel to believe that the applicable Registration
               Statement, at the time such Registration Statement or any
               post-effective amendment thereto became effective, and, in the
               case of the Exchange Offer Registration Statement, as of the date
               of Consummation, contained an untrue statement of a material fact
               or omitted to state a material fact required to be stated therein
               or necessary to make the statements therein not misleading, or
               that the Prospectus contained in such Registration Statement as
               of its date and, in the case of the opinion dated the date of
               Consummation of the Exchange Offer, as of the date of
               Consummation, contained an untrue statement of a material fact or
               omitted to state a material fact necessary in order to make the
               statements therein, in light of the circumstances under which
               they

                                        9

<PAGE>

               were made, not misleading. Without limiting the foregoing, such
               counsel may state further that such counsel assumes no
               responsibility for, and has not independently verified, the
               accuracy, completeness or fairness of the financial statements,
               notes and schedules and other financial and statistical data
               derived therefrom included in any Registration Statement,
               including the exhibits thereto, contemplated by this Agreement or
               the related Prospectus; and

                    (C) a customary comfort letter, in the case of resale of
               Registrable Notes pursuant to the Shelf Registration Statement,
               the date of effectiveness of the Shelf Registration Statement, as
               the case may be, from the Company's independent accountants, in
               the customary form and covering matters of the type customarily
               covered in comfort letters by underwriters in connection with
               primary underwritten offerings, and affirming the matters set
               forth in the comfort letters delivered pursuant to Section 5(a)
               of the Purchase Agreement, without exception;

               (B) set forth in full or incorporate by reference in the
          underwriting agreement, if any, the indemnification provisions and
          procedures of Section 8 hereof with respect to all parties to be
          indemnified pursuant to said Section; and

               (C) deliver such other documents and certificates as may be
          reasonably requested by such parties to evidence compliance with
          clause (A) above and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the Company
          pursuant to this clause (xi), if any.

          If at any time the representations and warranties of the Company
contemplated in clause (A)(1) above cease to be true and correct, the Company
shall so advise the Initial Purchasers and the underwriter(s), if any, and each
selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;

          (xii) prior to any public offering of Registrable Notes, cooperate
     with the selling Holders, the underwriter(s), if any, and their respective
     counsel in connection with the registration and qualification of the
     Registrable Notes under the securities or Blue Sky laws of such
     jurisdictions as the selling Holders or underwriter(s) may request and do
     any and all other acts or things necessary or advisable to enable the
     disposition in such jurisdictions of the Registrable Notes covered by the
     Shelf Registration Statement; provided, however, that the Company shall not
     be required to register or qualify as a foreign corporation where it is not
     then so qualified or to take any action that would subject it to the
     service of process in suits or to taxation, other than as to matters and
     transactions relating to the Registration Statement, in any jurisdiction
     where it is not then so subject;

          (xiii) shall issue, upon the request of any Holder of Initial Notes
     covered by the Shelf Registration Statement, Exchange Notes, having an
     aggregate principal amount equal to the aggregate principal amount of
     Initial Notes surrendered to the Company by such Holder in exchange
     therefor or being sold by such Holder; such Exchange Notes to be registered
     in the name of such Holder or in the name of the purchaser(s) of such
     Notes, as the case may be; in return, the Initial Notes held by such Holder
     shall be surrendered to the Company for cancellation;

          (xiv) cooperate with the selling Holders and the underwriter(s), if
     any, to facilitate the timely preparation and delivery of certificates
     representing Registrable Notes to be sold and not bearing any restrictive
     legends; and enable such Registrable Notes to be in such denominations and
     registered in such names as the Holders or the underwriter(s), if any, may
     request at least two business days prior to any sale of Registrable Notes
     made by such Holders or underwriter(s);

                                       10

<PAGE>

          (xv) use its reasonable best efforts to cause the Registrable Notes
     covered by the Registration Statement to be registered with or approved by
     such other governmental agencies or authorities as may be necessary to
     enable the seller or sellers thereof or the underwriter(s), if any, to
     consummate the disposition of such Registrable Notes;

          (xvi) if any fact or event contemplated by clause (c)(iii)(D) above
     shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Registrable
     Notes, the Prospectus will not contain an untrue statement of a material
     fact or omit to state any material fact necessary to make the statements
     therein not misleading;

          (xvii) provide a CUSIP number for all Registrable Notes not later than
     the effective date of the Registration Statement and provide the Trustee
     under the Indenture with printed certificates for the Registrable Notes
     which are in a form eligible for deposit with the Depositary Trust Company;

          (xviii) cooperate and assist in any filings required to be made with
     the NASD and in the performance of any due diligence investigation by any
     underwriter (including any "qualified independent underwriter") that is
     required to be retained in accordance with the rules and regulations of the
     NASD, and use its reasonable best efforts to cause such Registration
     Statement to become effective and approved by such governmental agencies or
     authorities as may be necessary to enable the Holders selling Registrable
     Notes to consummate the disposition of such Registrable Notes;

          (xix) otherwise use its reasonable best efforts to comply with all
     applicable rules and regulations of the Commission, and make generally
     available to its security Holders, as soon as practicable, a consolidated
     earnings statement meeting the requirements of Rule 158 (which need not be
     audited) for the twelve-month period (A) commencing at the end of any
     fiscal quarter in which Registrable Notes are sold to underwriters in a
     firm or best efforts Underwritten Offering or (B) if not sold to
     underwriters in such an offering, beginning with the first month of the
     Company's first fiscal quarter commencing after the effective date of the
     Registration Statement;

          (xx) cause the Indenture to be qualified under the Trust Indenture Act
     not later than the effective date of the first Registration Statement
     required by this Agreement, and, in connection therewith, cooperate with
     the Trustee and the Holders of Notes to effect such changes to the
     Indenture as may be required for such Indenture to be so qualified in
     accordance with the terms of the Trust Indenture Act; and to execute and
     use its best efforts to cause the Trustee to execute, all documents that
     may be required to effect such changes and all other forms and documents
     required to be filed with the Commission to enable such Indenture to be so
     qualified in a timely manner; and

          (xxi) provide promptly to each Holder upon request each document filed
     with the Commission pursuant to the requirements of Section 13 and Section
     15 of the Exchange Act.

     (d) Each Holder agrees by acquisition of Registrable Notes that, upon
receipt of any notice from the Company of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue
disposition of Registrable Notes pursuant to the applicable Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is
advised in writing (the "Advice") by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in the Prospectus. If so directed by
the Company, each Holder 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 such Registrable Notes that was current at the time
of receipt of such notice. In the event the Company shall give any such notice,
the time period regarding the effectiveness of such Registration Statement set
forth in Section 3 or 4 hereof, as applicable, shall be extended by the number
of days during the

                                       11

<PAGE>

period from and including the date of the giving of such notice pursuant to
Section 6(c)(iii)(D) hereof to and including the date when each selling Holder
covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or
shall have received the Advice; however, no such extension shall be taken into
account in determining whether Additional Interest is due pursuant to Section 5
hereof or the amount of such Additional Interest, it being agreed that the
Company's option to suspend use of a Registration Statement pursuant to this
paragraph shall be treated as a Registration Default for purposes of Section 5.

Section 7. Registration Expenses

     (a) All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter" and its counsel that may be required by
the rules and regulations of the NASD)); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and, subject to Section 7(b) below, the Holders of Registrable
Notes; (v) all application and filing fees in connection with listing the
Exchange Notes on a national securities exchange or automated quotation system
pursuant to the requirements thereof; and (vi) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

          The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

     (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Registrable Notes being tendered in the
Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in
the Exchange Offer Registration Statement or registered pursuant to the Shelf
Registration Statement, as applicable, for the reasonable fees and disbursements
of not more than one counsel, who shall be Shearman & Sterling or such other
counsel as may be chosen by the Holders of a majority in principal amount of the
Registrable Notes for whose benefit such Registration Statement is being
prepared.

Section 8. Indemnification

     (a) The Company agrees to indemnify and hold harmless each Holder, its
directors, officers and employees, and each person, if any, who controls any
Holder within the meaning of the Securities Act and the Exchange Act against any
loss, claim, damage, liability or expense, as incurred, to which such Holder or
such controlling person may become subject, under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, or 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 as
contemplated below) arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; and to reimburse each Holder and each such
controlling person for any and all expenses as such expenses are reasonably
incurred by such Holder or such controlling person 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,

                                       12

<PAGE>

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 such Holder expressly for use in any
Registration Statement or Prospectus (or any amendment or supplement thereto).
The indemnity agreement set forth in this Section 8 shall be in addition to any
liabilities that the Company may otherwise have.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company and each of its directors 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 indemnity from the Company as described under
paragraph (a) above, but only with respect to claims and actions based on
written information furnished to the Company by such Holder expressly for use
therein. In no event shall the liability of any selling Holder hereunder be
greater in amount than the dollar amount of the proceeds received by such Holder
upon the sale of the Securities giving rise to such indemnification obligation.

     (c) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 8, 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 8 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 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 be liable to such
indemnified party under this Section 8 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
reasonably 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) If the indemnification provided for in this Section 8 shall for any
reason be unavailable or insufficient to hold harmless an indemnified party
under Section 8(a) or 8(b) in respect of any loss, claim, damage, liability,
judgment or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage, liability, judgment or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the relative benefits
received by the Company, on the one hand, and the Holders, on the other, from
(A) the Initial Placement (which in the case of the Issuer shall be deemed to be
equal to the total gross proceeds from the Initial Placement as set forth on the
cover page of the Offering Memorandum), (B) the amount of Additional Interest
which did not become payable as a result of the filing of the Registration
Statement resulting in such losses, claims, damages, liabilities, judgments
actions or

                                       13

<PAGE>

expenses, and (C) such Registration Statement or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, on the one hand, and the
Holders, on the other, with respect to the statements or omissions which
resulted in such loss, claim, damage, liability, judgment or action in respect
thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and the Holders, on the
other, with respect to such offering shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Initial Notes
purchased under the Purchase Agreement (before deducting expenses) received by
the Company, on the one hand, and the total net proceeds received by such Holder
upon its resale of Registrable Notes less the amount paid by such Holder for
such Registrable Notes, on the other hand, bear to the total sum of such
amounts. The relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or such Holder, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just and equitable if
contributions pursuant to this Section 8 were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage, liability, judgment
or action in respect thereof, referred to above in this Section 8, shall be
deemed to include, for purposes of this Section 8(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8(d), no Holder, and none of its directors, officers,
employees or controlling persons, shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total net proceeds
received by such Holder upon its resale of Registrable Notes exceeds the sum of
the amount paid by such Holder for such Registrable Notes and the amount of any
damages which such Holder has otherwise paid or become liable to pay by reason
of any untrue or alleged untrue statement or omission or alleged omission. 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. The Holders'
obligations to contribute as provided in this Section 8(d) are several in
proportion to the respective principal amount of Registrable Notes held by each
of the Holders hereunder and not joint.

Section 9. Rule 144A

          The Company hereby agrees with each Holder, for so long as any
Registrable Notes remain outstanding, to make available to any Holder or
beneficial owner of Registrable Notes in connection with any sale thereof and
any prospective purchaser of such Registrable Notes from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Registrable Notes pursuant to
Rule 144A.

Section 10. Participation In Underwritten Registrations

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Registrable Notes on the
basis provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.

Section 11. Selection Of Underwriters

          The Holders of Registrable Notes covered by the Shelf Registration
Statement who desire to do so may sell such Registrable Notes in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal amount of the
Registrable Notes included in such

                                       14

<PAGE>

offering; provided, that such investment bankers and managers must be employed
by a nationally recognized firm reasonably satisfactory to the Company.

Section 12. Miscellaneous

     (a) Remedies. The Company hereby agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to the
Initial Notes to any Person. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
Holders of the Company's securities under any agreement in effect on the date
hereof.

     (c) Adjustments Affecting the Notes. The Company will not take any action,
or permit any change to occur, with respect to the Notes that would materially
and adversely affect the ability of the Holders to Consummate any Exchange
Offer.

     (d) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Registrable Notes. Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Registrable
Notes being tendered or registered; provided that, with respect to any matter
that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial
Purchaser with respect to which such amendment, qualification, supplement,
waiver, consent or departure is to be effective.

     (e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telecopier, or air courier
guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

          (ii) if to the Company:

                        Radian Group Inc.
                        1601 Market Street
                        Philadelphia, PA 19103
                        Telecopier No.: (215) 963-9658
                        Attention: Terry L. Latimer

          With a copy to:

                        Drinker Biddle & Reath LLP
                        1 Logan Square, 18th & Cherry Streets
                        Philadelphia, PA 19103-6996
                        Telecopier: (215) 988-2548
                        Attention: F. Douglas Raymond

                                       15

<PAGE>

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders of Registrable Notes; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign acquired Registrable Notes
from such Holder.

     (g) 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.

     (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

     (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement together with the other Operative
Documents (as defined in the Purchase 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 in respect of
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 by the Company with respect to
the Registrable Notes. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       16

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                          RADIAN GROUP INC.


                                          By: /s/ C. Robert Quint
                                              ----------------------------------
                                              Name:  C. Robert Quint
                                              Title: CFO

The foregoing Registration Rights Agreement is hereby
confirmed and accepted as of the date first above written.

BANC OF AMERICA SECURITIES LLC
LEHMAN BROTHERS INC.
WACHOVIA SECURITIES, INC.
BEAR, STEARNS & CO. INC.
DEUTSCHE BANK SECURITIES INC.

By: BANC OF AMERICA SECURITIES LLC


By:
   -----------------------------------
   Name:
   Title:

                                       17

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                          RADIAN GROUP INC.


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

The foregoing Registration Rights Agreement is hereby
confirmed and accepted as of the date first above written.

BANC OF AMERICA SECURITIES LLC
LEHMAN BROTHERS INC.
WACHOVIA SECURITIES, INC.
BEAR, STEARNS & CO. INC.
DEUTSCHE BANK SECURITIES INC.

By: BANC OF AMERICA SECURITIES LLC


By: /s/ Lily Chang
   -----------------------------------
   Name: Lily Chang
   Title: Principal

                                       18