Mr Cooper Group Inc (COOP)

[AZCowboy]

~ Hedge Funds ? & Private Equity ? ~

WMI's (now, WMIH-Corp)'s, ... WMB Banking Sub, That Has Now Been Removed From The Original Consolidated Taxing Group ? ... And' a Replacement Credit Facility that Was Not Needed ? ...

The Second Lien Notes have been fully redeemed by the Company and in connection therewith, the Second Lien Indenture was satisfied and discharged as of October 2, 2017 as provided under the terms of the Second Lien Indenture, which resulted in the release of the liens on the assets of the Company that secured the Second Lien Notes.

https://www.sec.gov/Archives/edgar/data/933136/000119312517305937/d470625d8k.htm

AMENDMENT AND WAIVER dated as of December 19, 2014 (this “Amendment”) to the Note Purchase Agreement dated as of January 30, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among WMI Holdings Corp., a Washington corporation (together with its successor in the Reincorporation (as defined below), the “Company”), WMI Investment Corp., a Delaware corporation (the “Guarantor”), and KKR Management Holdings L.P. (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Agreement.

2. Amendment. The Agreement is hereby amended to add a new Section 18.15 as follows:

Section 18.15. Automatic Termination of Agreement Upon Reincorporation. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate and shall have no further force and effect immediately and automatically upon the consummation of the Reincorporation, without any other or further act or deed on the part of the Company, the Guarantor, the Purchaser or any other Person. In the event that the Reincorporation is not consummated, this Section 18.15 shall have no effect. If this Agreement is terminated pursuant to this Section 18.15, such termination shall not affect the Company’s and the Guarantor’s obligations under any Notes outstanding at such time. For the purposes hereof, “Reincorporation” shall mean the reincorporation of the Company, not later than 180 days after January 5, 2015, from Washington to Delaware, resulting in the increase of the size of the Company’s Board of Directors from 7 to up to 11 members and the authorization of a number of shares of the Company’s common stock sufficient to permit the conversion of all shares of the Company’s 3.00% Series B Convertible Preferred Stock offered and sold on December 19, 2014.

https://www.sec.gov/Archives/edgar/data/933136/000119312514448569/d839695dex102.htm

AZ