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Exhibit 10.25
GUARANTY AGREEMENT
This Guaranty Agreement (the "Guaranty"), dated as of August 11, 1999, is
entered into by and between Radian Guaranty Inc. ("Radian"), a Pennsylvania
domiciled insurance company, and Xxxxxx Guaranty Corporation ("Xxxxxx"), an
Illinois domiciled insurance company.
WITNESSETH:
WHEREAS, Xxxxxx and Radian are wholly owned subsidiaries of Radian Group Inc., a
Delaware domiciled insurance holding company; and
WHEREAS, both parties desire to be awarded claims paying ability ratings of "AA"
by Standard & Poor's and Duff & Xxxxxx Credit Rating Company and "Aa3" by
Xxxxx'x Investors Services, Inc.; and
WHEREAS, each party is willing to guaranty the capacity of the other party to
pay all legitimate insurance and reinsurance claims of such other party on a
timely basis to the extent that such other party fails or is unable to satisfy
such claims in full and as is necessary for such other party to be awarded the
aforementioned claims paying ability ratings; and
WHEREAS, the corporate interests of Radian, Xxxxxx and Radian Group Inc. will be
enhanced by entering into this Guaranty.
NOW, THEREFORE, in consideration of the foregoing, the parties do hereby agree
as follows:
SECTION 1. RADIAN GUARANTY. Radian UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to
Amerin, for the benefit of the owners of insurance and reinsurance contracts
issued by Xxxxxx (the "Xxxxxx'x Insureds"), that it will during the term of this
Guaranty, on demand by Amerin, make funds available in cash to Xxxxxx for the
full and complete payment when due of all claims, obligations and liabilities of
Xxxxxx including all claims made under all insurance or reinsurance contracts
issued or assumed by Amerin (collectively, the "Guaranteed Xxxxxx Obligations").
This Guaranty shall inure to the benefit of all of Xxxxxx'x Insureds and they
are hereby made third-party beneficiaries and may directly claim upon and
enforce the obligations of Radian hereunder as provided herein. This Guaranty
shall include the full and complete payment of the amount of any claim on any
Guaranteed Xxxxxx Obligation paid by Xxxxxx which is subsequently voided in
whole or in part as a preferential payment under applicable law, including
proceedings in bankruptcy, insolvency, reorganization or other similar laws
affecting creditor's rights generally.
SECTION 2. XXXXXX GUARANTY. Xxxxxx UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to
Radian, for the benefit of the owners of insurance and reinsurance contracts
issued by Radian (the "Radian's Insureds"), that it will during the term of this
Guaranty, on demand by Radian, make funds available in cash to Radian for the
full and complete payment when due of all claims, obligations and liabilities of
Radian including all claims made under all insurance or reinsurance contracts
issued or assumed by Radian (collectively, the Guaranteed Radian Obligations").
This Guaranty shall inure to the benefit of all of Radian's Insureds and they
are
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hereby made third-party beneficiaries and may directly claim upon and enforce
the obligations of Amerin hereunder as provided herein. This Guaranty shall
include the full and complete payment of the amount of any claim on any claim on
any Guaranteed Radian Obligation paid by Radian which is subsequently voided in
whole or in part as a preferential payment under applicable law, including
proceedings in bankruptcy, insolvency, reorganization or other similar laws
affecting creditor's rights generally.
SECTION 3. OBLIGATIONS UNCONDITIONAL. The obligations under this Guaranty are
irrevocable and unconditional to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge of a surety or guarantor, including
fraud in the inducement or fact; the intent of this Guaranty being that the
obligations hereunder shall be absolute and unconditional under all
circumstances and shall not be discharged except by payment as provided for
herein. In order to confirm that a payment hereunder is permitted by applicable
law, the parties hereto shall provide at least thirty days prior notice of such
payment to the insurance department of the state in which the party obliged to
make such payment is domiciled. Radian and Xxxxxx hereby expressly waive
diligence, presentment, notice of acceptance and any requirement that the other
party hereto exhaust any right, remedy or proceed against any obligor.
SECTION 4. SUBROGATION. Each party hereby unconditionally agrees that until the
payment and satisfaction in full of all payments guaranteed hereby, it shall not
exercise any right or remedy arising by reason of any performance by it of this
Guaranty, whether by subrogation or otherwise, against the other party.
SECTION 5. NO WAIVER. No failure on the part either party hereto to exercise, no
delay in exercising, and no course of dealing with respect to, any right or
remedy hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right or remedy hereunder preclude any other further
exercise thereof or the exercise of any other right or remedy.
SECTION 6. CONTINUING EFFECT; ASSIGNMENT. This Guaranty is a continuing
guarantee and it:
(i) shall apply to all insurance or reinsurance contracts issued or
assumed by the parties during the term of this Guaranty;
(ii) shall remain in full force and effect until payment in full of
such contractual liabilities;
(iii) shall be binding upon the parties, their successors and assigns;
(iv) shall, notwithstanding the insolvency of Xxxxxx nor any payment
made by Radian to Xxxxxx or a liquidator, receiver or conservator
thereof, inure to the benefit of, and be enforceable by, Xxxxxx'x
Insureds, its successors and assigns, to the extent of claims on
Guaranteed Xxxxxx Obligations which are not satisfied by Xxxxxx; and
(v) shall, notwithstanding the insolvency of Radian nor any payment
made by Xxxxxx to Radian or a liquidator, receiver or conservator
thereof, inure to the benefit of, and be
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enforceable by, Radian's Insureds, their successors and assigns, to the
extent of claims on Guaranteed Radian Obligations which are not
satisfied by Radian.
SECTION 7. RANK. The obligations of each party hereunder are intended to rank
equally with all other policy obligations of such party, whether now or
hereafter outstanding and which are not otherwise contractually subordinated.
SECTION 8. CONSIDERATION. Each party has entered into this Guaranty in
consideration of the other party entering into this Guaranty.
SECTION 9. EFFECTIVE DATE, AMENDMENT, MODIFICATION OR TERMINATION. The term of
this Guaranty shall commence on the date noted in the first paragraph hereof.
This Guaranty may not be amended or modified provided, however, either party may
terminate its obligations hereunder by giving written notice of such termination
to the other party, at least thirty (30) days prior to such termination. Such
notice shall also be provided to each of the three aforementioned rating
agencies, which will also be provided thirty (30) days' prior written notice of
any amendment or modification. Such termination shall not affect each party's
continuing liability with respect to obligations guaranteed prior to the date of
termination.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Guaranty as of the day and year first above written.
RADIAN GUARANTY INC.
By: _____________________________
Title: _____________________________
XXXXXX GUARANTY CORPORATION
By: _____________________________
Title: _____________________________
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