SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 21, 2018, among Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar”), Nationstar Capital Corporation, a Delaware corporation (“Nationstar Corp.” and, together with Nationstar, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”), dated as of February 7, 2013, as amended and supplemented by a first supplemental indenture, dated as of March 26, 2013 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) that governs the Issuers’ existing outstanding 6.500% Senior Notes due 2021 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend any provision of the Indenture (other than certain provisions enumerated in Section 9.02 of the Indenture, none of which provisions are implicated hereby) with the consent of the Holders (as defined in the Indenture) of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class and execute a supplemental indenture;

WHEREAS, the Issuers solicited, and have received, consents to the amendments contemplated hereby, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated June 14, 2018, from Holders representing at least a majority in aggregate principal amount of the outstanding Notes;

WHEREAS, the execution and delivery of this Second Supplemental Indenture has been duly authorized and all conditions and requirements necessary to make this Second Supplemental Indenture a valid and binding agreement of the Issuers and the Guarantors have been duly performed and complied with;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Issuers have delivered a resolution of their Boards of Directors (as defined in the Indenture) authorizing the execution of this Second Supplemental Indenture, and in accordance with Section 9.06 and Section 12.04 of the Indenture have delivered an Officers’ Certificate and an Opinion of Counsel (each as defined in the Indenture) to the Trustee stating that the execution of this Second Supplemental Indenture is authorized or permitted by the Indenture, that this Second Supplemental Indenture is the legal, valid and binding obligation of the Issuers and the Guarantors party hereto, enforceable against them in accordance with the terms of this Second Supplemental Indenture, subject to customary exceptions, that this Second Supplemental Indenture complies with the provisions of the Indenture and that all conditions precedent and covenants, if any, provided for in the Indenture relating to the execution of this Second Supplemental Indenture have been satisfied;

WHEREAS, the Issuers and the Guarantors, pursuant to the foregoing authority, propose in and by this Second Supplemental Indenture to amend the Indenture, and request that the Trustee join in the execution of this Second Supplemental Indenture; and

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the benefit of each other and the equal and ratable benefit of the Holders of the Notes as follows:

(a) The definition of “Sponsor” in Section 1.01 of the Indenture is hereby deleted in its entirety and replaced with the following:

 

 

“Sponsor” means any of (i) Fortress Investment Group LLC and its Affiliates (other than any portfolio company of any of the foregoing) and (ii) Kohlberg Kravis Roberts & Co. L.P. and its Affiliates, including WMIH Corp. and its Affiliates (other than any portfolio company of any of the foregoing).

(b) The definition of “Change of Control” in Section 1.01 will be amended to add the following sentence at the end of the definition:

For the avoidance of doubt, the merger of Wand Merger Corporation with and into Nationstar Mortgage Holdings Inc., with Nationstar Mortgage Holdings Inc. surviving such merger as a wholly-owned subsidiary of WMIH Corp., will not constitute a “Change of Control” for the purposes of this Indenture.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

 

 

 

 

 

 

[Signature Page to Second Supplemental Indenture]