NATIONSTAR MORTGAGE HOLDINGS INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
STOCKHOLDERS AGREEMENT BY AND AMONG NATIONSTAR MORTGAGE HOLDINGS INC. AND FIF HE HOLDINGS LLC DATED AS OF FEBRUARY 17, 2012Stockholders Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of February 17, 2012, by and between FIF HE Holdings LLC (the “Initial Stockholder”) and Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
ContractNationstar Mortgage Holdings Inc. • February 24th, 2012 • Mortgage bankers & loan correspondents • New York
AMENDMENT, dated as of February 21, 2012 (this “Amendment”), to the Fifth Amended and Restated Master Repurchase Agreement dated as of January 27, 2010 (as amended from time to time, the “Agreement”), between Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”) and The Royal Bank of Scotland PLC (the “Bank”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents
This FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into effective as of May 31, 2004, by and between CENTEX OFFICE VISTA RIDGE LEWISVILLE II, L.P., a Delaware limited partnership (“Landlord”), and CENTEX HOME EQUITY COMPANY, LLC, a Delaware limited liability company (“Tenant”).
ContractAmendment and Waiver • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
AMENDMENT AND WAIVER, dated as of February 21, 2012 (this “Amendment and Waiver”), to the Amended and Restated Master Repurchase Agreement dated as of February 24, 2010 (as amended from time to time the “MRA”), and the Transition Subservicing Agreement dated as of December 5, 2011 (as amended from time to time, the “TSA” and, collectively with the MRA, the “Agreements”), in each case between Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”) and Bank of America, N.A. (the “Bank”).
AMENDMENT NUMBER FOUR to the FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of January 27, 2010 between NATIONSTAR MORTGAGE LLC and THE ROYAL BANK OF SCOTLAND PLCMaster Repurchase Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
This AMENDMENT NUMBER FOUR (this “Amendment Number Four”) is made this 25th day of February, 2012 (the “Amendment Effective Date”) between NATIONSTAR MORTGAGE LLC (“Seller”) and THE ROYAL BANK OF SCOTLAND PLC (“Buyer”), to that certain Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010, between Seller and Buyer (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
MASTER PRE-IPO RESTRUCTURING AGREEMENTMaster Pre-Ipo Restructuring Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
WHEREAS, as of the date hereof (a) Fund III-B owns 100% of the membership interests of Blocker III-B, and Blocker III-B owns approximately 16.848% of the Series 1 Class A membership interests of FIF HE; (b) Fund III-C owns 100% of the membership interests of Blocker III-C, and Blocker III-C owns approximately 3.523% of the Series 1 Class A membership interests of FIF HE; (c) Fund IV-B owns 100% of the membership interests of Blocker IV-B, and Blocker IV-B owns approximately 8.797% of the Series 1 Class A membership interests of FIF HE; (d) Fund IV-C owns approximately 58.09% of Blocker IV-CFG; Fund IV-F owns approximately 19.05% of Blocker IV-CFG; Fund IV-G owns approximately 22.86% of Blocker IV-CFG; and Blocker IV-CFG owns approximately 3.593% of the Series 1 Class A membership interests of FIF HE; (e) the remainder of the Series 1 Class A membership interests of FIF HE are owned by current or former members of management of the Operating Company or funds affiliated with Fortress Inv
FIF HE HOLDINGS LLC c/o Fortress Investment Group LLC 1345 Avenue of the Americas New York, NY 10105 NATIONSTAR MORTGAGE LLC 350 Highland Drive Lewisville, Texas 75067Separation Agreement and General Release • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Texas
Reference is made to (i) the Employment Agreement, dated September 17, 2010, by and between Nationstar Mortgage LLC (“Nationstar”) and Mr. Barone (the “Employment Agreement”), (ii) the Series 1 Class A Unit Award Agreement, dated September 17, 2010, by and between FIF HE Holdings LLC (“FIF”) and Mr. Barone (the “Series 1 Award Agreement”), (iii) the Series 2 Class A Unit Award Agreement, dated September 17, 2010, by and between FIF and Mr. Barone (the “Series 2 Award Agreement”), and (iv) the Restricted Series 1 Preferred Stock Unit Award Agreement, dated September 17, 2010, by and between FIF and Mr. Barone (the “Preferred Award Agreement”, and collectively with the Employment Agreement, the Series 1 Award Agreement and the Series 2 Award Agreement, the “Agreements”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents
This Agreement (this “Agreement”) is made as of February 20, 2012, by and between Anthony H. Barone (“Consultant”) and Nationstar Mortgage LLC (“Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Delaware
AGREEMENT, dated as of ___________________ (this “Agreement”), between Nationstar Mortgage Holding Inc., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
FIRST AMENDMENT TO LEASE AGREEMENTAccess Easement Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • Texas
This FIRST AMENDMENT TO LEASE AGREEMENT (the “Amendment”) is entered into effective as of August 28, 2002, by and between CENTEX OFFICE VISTA RIDGE LEWISVILLE I, L.P., a Delaware limited partnership (“Landlord”), and CENTEX HOME EQUITY COMPANY, LLC, a Delaware limited liability company (“Tenant”).
RECEIVABLES PURCHASE AGREEMENT AMONG NATIONSTAR MORTGAGE ADVANCE RECEIVABLES TRUST 2010-ADV1 AS ISSUER NATIONSTAR ADVANCE FUNDING II LLC AS DEPOSITOR AND NATIONSTAR MORTGAGE LLC AS SELLER DATED AS OF November 15, 2010Receivables Purchase Agreement • February 24th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of November 15, 2010 (this “Receivables Purchase Agreement”) or this “Agreement”), among NATIONSTAR MORTGAGE ADVANCE RECEIVABLES TRUST 2010-ADV1 (the “Issuer”), NATIONSTAR ADVANCE FUNDING II LLC (the “Depositor”) and NATIONSTAR MORTGAGE LLC (the “Seller” or “Nationstar”).
