Attached files
file | filename |
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EX-10.43 - EX-10.43 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w43.htm |
EX-10.45 - EX-10.45 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w45.htm |
EX-10.44 - EX-10.44 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w44.htm |
EX-10.46 - EX-10.46 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w46.htm |
EX-10.41 - EX-10.41 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w41.htm |
EX-10.48 - EX-10.48 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w48.htm |
EX-10.42 - EX-10.42 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w42.htm |
EX-10.47 - EX-10.47 - Nationstar Mortgage Holdings Inc. | y04863a3exv10w47.htm |
As filed with
the Securities and Exchange Commission on February 8,
2012
Registration
No. 333-174246
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NATIONSTAR
MORTGAGE HOLDINGS INC.
(Exact name of registrant as
specified in its charter)
Delaware
|
6162 | 45-2156869 | ||
(State or Other Jurisdiction of Incorporation or Organization)
|
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
350 Highland Drive
Lewisville, Texas
75067
(469) 549-2000
(Address, Including Zip Code, and
Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
Nationstar Mortgage Holdings
Inc.
350 Highland Drive
Lewisville, Texas,
75067
(469) 549-2000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
(Copies of all communications,
including communications sent to agent for service)
Duane McLaughlin, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
Richard B. Aftanas, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 (212) 735-3000 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration
statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the
following
box: o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller
reporting company)
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act or until the registration statement shall
become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY
NOTE
This Pre-Effective Amendment No. 3 to the Registration
Statement on
Form S-1
(File
No. 333-174246)
of Nationstar Mortgage Holdings Inc. is filed for the purpose of
adding exhibits to such Registration Statement and amending the
Exhibit Index, which is incorporated by reference by
Part II Item 16. Exhibits and
Financial Statement Schedules.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution. |
The following table sets forth the estimated fees and expenses
(except for the SEC registration fee, the Financial Industry
Regulatory Authority, Inc. (FINRA), filing fee and
the NYSE listing fee) payable by the registrant in connection
with the distribution of our common stock:
SEC registration fee
|
$ | 46,440 | ||
FINRA filing fee
|
40,500 | |||
NYSE listing fee
|
* | |||
Printing and engraving expenses
|
* | |||
Legal fees and expenses
|
* | |||
Accounting fees and expenses
|
* | |||
Transfer agent and registrar fees and expenses
|
* | |||
Blue Sky fees and expenses
|
* | |||
Miscellaneous
|
* | |||
Total
|
$ | |||
* | To be provided by amendment. |
We will bear all of the expenses shown above.
Item 14. | Indemnification of Directors and Officers. |
Section 102 of the Delaware General Corporation Law, as
amended, or the DGCL, allows a corporation to eliminate the
personal liability of directors to a corporation or its
stockholders for monetary damages for a breach of a fiduciary
duty as a director, except where the director breached his duty
of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase or redemption in
violation of Delaware corporate law or obtained an improper
personal benefit.
Section 145 of the DGCL provides, among other things, that
a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or
in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the corporations
request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with the action,
suit or proceeding. The power to indemnify applies if
(i) such person is successful on the merits or otherwise in
defense of any action, suit or proceeding or (ii) such
person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The power to indemnify applies to actions brought by
or in the right of the corporation as well, but only to the
extent of defense expenses (including attorneys fees but
excluding amounts paid in settlement) actually and reasonably
incurred and not to any satisfaction of judgment or settlement
of the claim itself, and with the further limitation that in
such actions no indemnification shall be made in the event of
any adjudication of negligence or misconduct in the performance
of his duties to the corporation, unless a court believes that
in light of all the circumstances indemnification should apply.
II-1
Section 174 of the DGCL provides, among other things, that
a director who willfully and negligently approves of an unlawful
payment of dividends or an unlawful stock purchase or redemption
may be held liable for such actions. A director who was either
absent when the unlawful actions were approved or dissented at
the time, may avoid liability by causing his or her dissent to
such actions to be entered in the books containing the minutes
of the meetings of the board of directors at the time the action
occurred or immediately after the absent director receives
notice of the unlawful acts.
The Companys amended and restated certificate of
incorporation states that no director shall be personally liable
to us or any of our stockholders for monetary damages for breach
of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted
under the DGCL as it exists or may be amended. A director is
also not exempt from liability for any transaction from which he
or she derived an improper personal benefit, or for violations
of Section 174 of the DGCL. To the maximum extent permitted
under Section 145 of the DGCL, our amended and restated
certificate of incorporation authorizes us to indemnify any and
all persons whom we have the power to indemnify under the law.
Our bylaws provide that the Company will indemnify, to the
fullest extent permitted by the DGCL, each person who was or is
made a party or is threatened to be made a party in any legal
proceeding by reason of the fact that he or she is or was a
director or officer of the Company or is or was a director or
officer of the Company serving at the request of the Company as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. However,
such indemnification is permitted only if such person acted in
good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe such persons conduct was
unlawful. Indemnification is authorized on a
case-by-case
basis by (1) our board of directors by a majority vote of
disinterested directors, (2) a committee of the
disinterested directors, (3) independent legal counsel in a
written opinion if (1) and (2) are not available, or
if disinterested directors so direct, or (4) the
stockholders. Indemnification of former directors or officers
shall be determined by any person authorized to act on the
matter on our behalf. Expenses incurred by a director or officer
in defending against such legal proceedings are payable before
the final disposition of the action, provided that the director
or officer undertakes to repay us if it is later determined that
he or she is not entitled to indemnification.
Prior to completion of this offering, the Company intends to
enter into separate indemnification agreements with its
directors and officers. Each indemnification agreement will
provide, among other things, for indemnification to the fullest
extent permitted by law and our amended and restated certificate
of incorporation and amended and restated bylaws against any and
all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The indemnification agreements will
provide for the advancement or payment of all expenses to the
indemnitee and for reimbursement to us if it is found that such
indemnitee is not entitled to such indemnification under
applicable law and our amended and restated certificate of
incorporation and bylaws.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion
of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
We maintain directors and officers liability
insurance for our officers and directors.
The Registrant maintains standard policies of insurance under
which coverage is provided (a) to its directors and
officers against loss rising from claims made by reason of
breach of duty or other wrongful act, and (b) to the
Registrant with respect to payments which may be made by the
Registrant to such officers and directors pursuant to the above
indemnification provision or otherwise as a matter of law.
II-2
Item 15. | Recent Sales of Unregistered Securities. |
In the last three years, we have not issued or sold any
unregistered securities.
Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits: The list of exhibits is set forth in
beginning on page II-5 of this Registration Statement and
is incorporated herein by reference.
(b) Financial Statement Schedules: No financial statement
schedules are provided because the information called for is not
applicable or is shown in the financial statements or notes
thereto.
Item 17. | Undertakings. |
* (f) The undersigned registrant hereby undertakes to
provide to the underwriters at the closing specified in the
underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
* (h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
* (i) The undersigned registrant hereby undertakes that:
| For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | |
| For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
* | Paragraph references correspond to those of Regulation S-K, Item 512. |
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lewisville, State of Texas on
February 8, 2012.
Nationstar Mortgage Holdings Inc.
/s/ Jay
Bray
By: | Jay Bray | |
Title: |
President, Chief Executive Officer and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Name
|
Title
|
Date
|
||||
/s/ Jay
Bray Jay Bray |
President, Chief Executive Officer, Chief Financial Officer and Director (principal executive, financial and accounting officer) |
February 8, 2012 | ||||
/s/ Anthony
H. Barone Anthony H. Barone |
Director | February 8, 2012 |
II-4
EXHIBIT INDEX
Exhibit |
||||
Number
|
Description
|
|||
1 | .1* | Form of Underwriting Agreement | ||
3 | .1* | Form of Amended and Restated Certificate of Incorporation of Nationstar Mortgage Holdings Inc. | ||
3 | .2* | Form of Amended and Restated Bylaws of Nationstar Mortgage Holdings Inc. | ||
3 | .3 | Certificate of Incorporation of Nationstar Mortgage Holdings Inc. | ||
3 | .4 | Bylaws of Nationstar Mortgage Holdings Inc. | ||
4 | .1 | Form of Stockholders Agreement by and among Nationstar Mortgage Holdings Inc and FIF HE Holdings LLC. | ||
4 | .2 | Indenture, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, and Wells Fargo Bank, N.A., as trustee, including the form of 10.875% Senior Note due 2015 (incorporated by reference to Exhibit 4.1 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .3 | Supplemental Indenture, dated as of August 31, 2010, among NSM Recovery Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .4 | Supplemental Indenture, dated as of December 13, 2010, among NSM Foreclosure Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .5 | Supplemental Indenture, dated as of December 19, 2011, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Centex Land Vista Ridge Lewisville III General Partner, LLC, Centex Land Vista Ridge Lewisville III, L.P., Harwood Service Company LLC, Harwood Insurance Services, LLC, Harwood Service Company of Georgia, LLC, Harwood Service Company of New Jersey, LLC, Homeselect Settlement Solutions, LLC, Nationstar 2009 Equity Corporation, Nationstar Equity Corporation, Nationstar Industrial Loan Company, Nationstar Industrial Loan Corporation, NSM Recovery Services, Inc., NSM Foreclosure Services, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Nationstar Mortgage LLCs Current Report on Form 8-K filed with the SEC on December 19, 2011). | ||
4 | .6 | Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc. (incorporated by reference to Exhibit 4.4 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
4 | .7 | Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc. (incorporated by reference to Exhibit 10.1 to Nationstar Mortgage LLCs Current Report on Form 8-K filed with the SEC on December 19, 2011). | ||
5 | .1* | Opinion of Cleary Gottlieb Steen & Hamilton LLP. | ||
10 | .1 | Amended and Restated Servicer Advance Early Reimbursement Addendum, dated as of August 16, 2010, between Nationstar Mortgage LLC and Fannie Mae (incorporated by reference to Exhibit 10.1 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .2 | Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010, between The Royal Bank of Scotland plc, as buyer, and Nationstar Mortgage LLC, as seller (incorporated by reference to Exhibit 10.2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). |
II-5
Exhibit |
||||
Number
|
Description
|
|||
10 | .3 | Amendment Number One to Fifth Amended and Restated Master Repurchase Agreement, and Amendment Number One to Fifth Amended and Restated Pricing Side Letter, both dated as of April 6, 2010, between The Royal Bank of Scotland Plc and Nationstar Mortgage LLC. (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on April 27, 2011). | ||
10 | .4 | Amendment Number Two to Fifth Amended and Restated Master Repurchase Agreement, and Amendment Number Two to Fifth Amended and Restated Pricing Side Letter, both dated as of February 25, 2011, between The Royal Bank of Scotland Plc and Nationstar Mortgage LLC. (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on April 27, 2011). | ||
10 | .5 | Subservicing Agreement, dated as of October 29, 2010, between Fannie Mae and Nationstar Mortgage LLC (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on February 9, 2011). | ||
10 | .6 | Strategic Relationship Agreement, dated as of December 16, 2009, between Fannie Mae and Nationstar Mortgage LLC (incorporated by reference to Exhibit 10.4 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .7 | Subservicing Agreement, dated as of February 1, 2011, among MorEquity, Inc., American General Financial Services of Arkansas, Inc. and American General Home Equity, Inc. as owners and as servicers, and Nationstar Mortgage LLC, as subservicer. (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on March 28, 2011). | ||
10 | .8 | Subservicing Agreement (American General Mortgage Loan Trust 2006-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on March 28, 2011). | ||
10 | .9 | Subservicing Agreement (American General Mortgage Loan Trust 2010-1), dated as of February 1, 2011, between MorEquity, Inc., as servicer, and Nationstar Mortgage LLC, as subservicer. (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on March 28, 2011). | ||
10 | .10 | Sale and Servicing Agreement, dated as of April 6, 2010, between The Financial Asset Securities Corp., as Depositor, Centex Home Equity Company, LLC, as Originator and Servicer, Newcastle Mortgage Securities Trust 2006-1, as Issuer, and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.10 to Amendment No. 5 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 6, 2011). | ||
10 | .11 | Sale and Servicing Agreement, dated as of July 12, 2007, between Bear Stearns Asset-Backed Securities I LLC, as Depositor, Nationstar Mortgage LLC, as Servicer, Newcastle Mortgage Securities Trust 2007-1, as Issuing Entity, Wells Fargo Bank, N.A., as Master Servicer, Securities Administrator and Custodian, and The Bank of New York, as Indenture Trustee. (incorporated by reference to Exhibit 10.11 to Amendment No. 5 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 6, 2011). | ||
10 | .12 | Subservicing Agreement, effective as of June 21, 2011, between First Tennessee Bank National Association, as Owner and Master Servicer, and Nationstar Mortgage LLC, as Servicer and Subservicer (incorporated by reference to Exhibit 10.12 to Amendment No. 6 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 30, 2011). | ||
10 | .13 | Employment Agreement, dated as of January 29, 2008, by and between Nationstar Mortgage LLC and Robert L. Appel (incorporated by reference to Exhibit 10.5 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). |
II-6
Exhibit |
||||
Number
|
Description
|
|||
10 | .14 | Amendment, dated as of September 17, 2010, to Employment Agreement dated January 29, 2008 by and between Nationstar Mortgage LLC and Robert L. Appel (incorporated by reference to Exhibit 10.6 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .15 | Employment Agreement, dated as of February 19, 2009, by and between Nationstar Mortgage LLC and Douglas Krueger (incorporated by reference to Exhibit 10.7 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .16 | Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Anthony H. Barone (incorporated by reference to Exhibit 10.8 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .17 | Employment Agreement, dated as of September 17, 2010, by and between the Company and Jesse K. Bray (incorporated by reference to Exhibit 10.9 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .18 | Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Amar Patel (incorporated by reference to Exhibit 10.10 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .19 | Form of Restricted Series 1 Preferred Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 10.11 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .20 | Form of Series 1 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company (incorporated by reference to Exhibit 10.12 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .21 | Form of Series 2 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company (incorporated by reference to Exhibit 10.13 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .22 | Nationstar Mortgage LLC Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .23 | Nationstar Mortgage LLC Incentive Program Summary (incorporated by reference to Exhibit 10.15 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .24 | Nationstar Mortgage LLC Long-Term Incentive Plan for Mr. Krueger. (incorporated by reference to Exhibit 10.16 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on December 23, 2010). | ||
10 | .25 | Fifth Amended and Restated Limited Liability Company Agreement of FIF HE HOLDINGS LLC (incorporated by reference to Exhibit 10.25 to Amendment No. 6 to Nationstar Mortgage LLCs Registration Statement on Form S-4 filed with the SEC on June 30, 2011). | ||
10 | .26 | Mortgage Servicing Rights Purchase and Sale Agreement, dated and effective as of September 30, 2011, between Bank of America, National Association, as seller, and Nationstar Mortgage LLC, as buyer (incorporated by reference to Exhibit 2.1 to Nationstar Mortgage LLCs Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011). | ||
10 | .27 | Servicer Rights Sale and Issuer Transfer Agreement, dated December 5, 2011, between Bank of America, National Association, as seller, and Nationstar Mortgage LLC, as buyer. | ||
10 | .28 | Sale Agreement, dated December 8, 2011, between Newcastle Investment Corp., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .29 | Replacement Agreement, dated December 8, 2011, between Newcastle Investment Corp. and Nationstar Mortgage LLC. | ||
10 | .30 | As Soon As Pooled Plus Agreement, dated March 24, 2009, between Fannie Mae and Nationstar Mortgage LLC. |
II-7
Exhibit |
||||
Number
|
Description
|
|||
10 | .31 | Amended and Restated Master Repurchase Agreement, dated October 21, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .32** | Amended and Restated Transactions Terms Letter, dated October 21, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .33 | Amendment Number One to the Amended and Restated Master Repurchase Agreement, dated November 24, 2010, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .34 | Amendment Number Two to the Amended and Restated Master Repurchase Agreement, dated October 20, 2011, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .35 | Amendment Number Three to the Amended and Restated Master Repurchase Agreement, dated January 17, 2012, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .36** | Amendment Number Three to the Amended and Restated Transactions Terms Letter, dated January 17, 2012, between Bank of America, N.A., as buyer, and Nationstar Mortgage LLC, as seller. | ||
10 | .37 | Mortgage Selling and Servicing Contract, dated July 31, 1997, between Fannie Mae and Centex Home Equity Corp. | ||
10 | .38 | Addendum to Mortgage Selling and Servicing Contract, dated September 12, 2006, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .39* | Consulting Agreement, dated , between Anthony Barone, as consultant, and Nationstar Mortgage LLC. | ||
10 | .40* | Letter Agreement, dated , between Anthony Barone, Nationstar Mortgage LLC, and FIF HE Holdings LLC. | ||
10 | .41** | Further Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of May 1, 2011, between Nationstar Mortgage LLC and Fannie Mae. | ||
10 | .42 | Corrected and Restated Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of September 1, 2011, between Nationstar Mortgage LLC and Fannie Mae. | ||
10 | .43 | Third Amendment to Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of December 20, 2011, between Nationstar Mortgage LLC and Fannie Mae. | ||
10 | .44 | Amendment Number Three to Fifth Amended and Restated Master Repurchase Agreement, dated as of December 5, 2011, between the Royal Bank of Scotland Plc and Nationstar Mortgage LLC. | ||
10 | .45 | Amendment to Strategic Relationship Agreement, dated as of November 17, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .46 | First Amendment to Subservicing Agreement, dated as of September 30, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .47** | Second Amendment to Subservicing Agreement, dated as of December 5, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
10 | .48** | Third Amendment to Subservicing Agreement, dated as of December 20, 2011, between Fannie Mae and Nationstar Mortgage LLC. | ||
21 | .1* | Subsidiaries of the Registrants. | ||
23 | .1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||
23 | .2* | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1). |
* | To be filed by amendment | |
** | Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 as promulgated under the Securities Act. |
| Previously filed |
II-8