Mr Cooper Group Inc (COOP)

[Johnnyiwantsome]

Amendment No. 2 to Escrow Agreement I am trying to make sense out of this as it is trippy like it has all contingencies written in for any event still reading but at first glimpse that someone has prepared the docs and someone is getting some escrow property namely a division of KKR. Still trying to figure out why this is laying out there..

Law insider



Looks like its a series of amendments for all contingencies Maybe nothing maybe note ANY HELP?
Regards,
B



Newyork16




EXHIBIT A

FORM OF AMENDMENT EFFECTIVE TIME CERTIFICATE

January , 2018

Citibank, N.A., as Escrow Agent

Agency & Trust

388 Greenwich Street

New York, NY 10013

Attn: Miriam Molina

Email: [e-mail] / [e-mail]


Re: WMIH Corp. Amendment Effective Time

This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Sections 3 and 4 of Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (“Amendment No. 2”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in Amendment No. 2.

The Company certifies to the Escrow Agent that no Qualified Acquisition (as defined in the Charter) has occurred prior to 12:00 a.m., New York City time, on January 5, 2018, and the Amendment Effective Time has occurred.

[Signature Page Follows]

WMIH CORP.
By:
Name:
Title:

EXHIBIT B

FORM OF CITI FEE AND KCM FEE CERTIFICATE

, 2018

Citibank, N.A., as Escrow Agent

Agency & Trust

388 Greenwich Street

New York, NY 10013

Attn: Miriam Molina

Email: [e-mail] / [e-mail]


Re: [Citi Fee][KCM Fee]

This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.

[The Escrow Agent is hereby instructed to release $2,500,000 of the Escrow Property, representing the amount of the Citi Fee that is payable to Citigroup Global Markets Inc. (“Citi”) pursuant to the Purchase Agreement as amended by that certain Letter, dated December 8, 2017, by and among the Company and Citi, which modifies and supersedes Section I.1.b. of Schedule II of the Purchase Agreement with respect to the Company’s obligation to Citi, on January 5, 2018, which shall be the Escrow Release Date for purposes of this certificate, as follows:

Bank:

ABA#:

Account Name:

A/C#:

Ref: ]1

[The Escrow Agent is hereby instructed to release $8,250,000 of the Escrow Property, representing the KCM Fee payable to KKR Capital Markets LLC (“KCM”) pursuant to that certain Engagement Letter, dated October 31, 2017, by and among the Company and KCM,


1

Insert this paragraph for the payment of the Citi Fee pursuant to the Purchase Agreement as amended by that certain Letter, dated _____, 2017.

which modifies and supersedes Section II.1.b. of Schedule II of the Purchase Agreement with respect to the Company’s obligation to KCM, on [ , 201 ,]2 which shall be the Escrow Release Date for purposes of this certificate, as follows:

Bank:

ABA#:

Account Name:

A/C#:

Ref: ]3

[Signature Page Follows]






2 Insert date which is promptly following Mandatory Conversion Date (as defined in the Charter Amendment).
3 Insert this paragraph if a Mandatory Conversion Date (as defined in the Charter Amendment) resulting from a Qualified Acquisition (as defined in the Charter Amendment) occurs prior to the Mandatory Redemption Date (as defined in the Charter Amendment).

WMIH CORP.



By:

Name:

Title:

ANNEX B

FORM OF ACQUISITION AND/OR ACQUISITION EXPENSES CERTIFICATE

, 201

Citibank, N.A., as Escrow Agent

Agency & Trust

388 Greenwich Street

New York, NY 10013

Attn: Miriam Molina

Email: [e-mail] / [e-mail]

This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(b) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.

The Company certifies to the Escrow Agent that the Escrow Property released pursuant to this certificate will be applied to finance the Company’s efforts to explore and/or to fund, in whole or in part, an Acquisition (as defined in Article VI of the Charter) whether completed or not, including reasonable attorney fees and expenses, accounting expenses, due diligence and financial advisor fees and expenses.

The Escrow Agent is hereby instructed to release $[•] of the Escrow Property on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:

Bank:

ABA#:

Account Name:

A/C#:

Ref:

[To be inserted if a Qualified Acquisition (as defined in the Charter) occurs prior to the Mandatory Redemption Date (as defined in the Charter)] [The Company certifies to the Escrow Agent that the Acquisition (as defined in Article VI of the Charter) referred to in this Acquisition Certificate is a Qualified Acquisition (as defined in Article VI of the Charter) that has occurred prior to the Mandatory Redemption Date (as defined in Article VI of the Charter).

WMIH CORP.



By:

Name:

Title:

Test Word:

ANNEX C

FORM OF PUT EVENT CERTIFICATE

, 201

Citibank, N.A., as Escrow Agent

Agency & Trust

388 Greenwich Street

New York, NY 10013

Attn: Miriam Molina

Email: [e-mail] / [e-mail]

This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(c) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.

The Company certifies to the Escrow Agent that (i) a Change of Control Event has occurred, and certain Holders have properly tendered for repurchase their shares of outstanding Series B Preferred Stock pursuant to the Change of Control Event Repurchase Offer, and (ii) the Escrow Property released pursuant to this certificate will be applied to pay the applicable Change of Control Repurchase Price to such Holders on the Change of Control Repurchase Date pursuant to the terms of the Charter.

The Escrow Agent is hereby instructed to release $[•] of the Escrow Property on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:4

Bank:

ABA#:

Account Name:

A/C#:

Ref:


4 Insert bank information for DTC in connection with the payment to Holders.

WMIH CORP.



By:

Name:

Title:

Test Word:

ANNEX D

FORM OF MANDATORY REDEMPTION CERTIFICATE

, 201

Citibank, N.A., as Escrow Agent

Agency & Trust

388 Greenwich Street

New York, NY 10013

Attn: Miriam Molina

Email: [e-mail] / [e-mail]

This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(d) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.

The Company certifies to the Escrow Agent that the Escrow Property released pursuant to this certificate will be applied to pay the applicable Mandatory Redemption Price (as defined in the Charter) to redeem all outstanding shares of the Series B Preferred Stock (including any unconverted shares of Series B Preferred Stock remaining after any Mandatory Conversion (as defined in the Charter)).

The Escrow Agent is hereby instructed to release $[•] of the Escrow Property on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:5

Bank:

ABA#:

Account Name:

A/C#:

Ref:


5 Insert bank information for DTC in connection with the payment to Holders.

WMIH CORP.



By:

Name:

Title:

Test Word:

ANNEX F

FORM OF RELEASE CERTIFICATE

, 201

Citibank, N.A., as Escrow Agent

Agency & Trust

388 Greenwich Street

New York, NY 10013

Attn: Miriam Molina

Email: [e-mail] / [e-mail]

This certificate is being delivered by WMIH Corp., a corporation organized under the laws of the State of Delaware (the “Company”), pursuant to Section 2(f) of the Escrow Agreement, dated as of January 5, 2015, as amended by Amendment No. 2 to the Escrow Agreement, dated December 8, 2017 (the “Escrow Agreement”), by and among the Company and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent thereunder, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings specified in the Escrow Agreement.

The Company certifies to the Escrow Agent that (i) a Qualified Acquisition (as defined in the Charter) was consummated on , 201 , and (ii) no shares of Series B Preferred Stock remain outstanding as of the date hereof.

The Escrow Agent is hereby instructed to release the remaining Escrow Property (after making any payments pursuant to any delivered Acquisition Certificate with respect to such Qualified Acquisition) on , 201 , which shall be the Escrow Release Date for purposes of this certificate, as follows:

Bank:

ABA#:

Account Name:

A/C#:

Ref:

WMIH CORP.



By:

Name:

Title:

Test Word: