EXHIBIT 2.1
October 14, 1998
WMFC 1997-4 Inc.
1776 S. W. Madison Street
Portland, Oregon 97205
Attention: Xxxxxx Xxxxxxxxxx
Ladies and Gentlemen:
Salomon Brothers Realty Corp. ("Salomon") hereby confirms our agreement to
purchase and the agreement of WMFC 1997-4 Inc. ("WMFC") to sell on October 13,
1998 (the "Settlement Date"), on a mandatory delivery, servicing-released basis,
and without recourse, the mortgage loans identified on the mortgage loan
schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the
"Mortgage Loans", which term includes all contractual and possessory rights of
WMFC and any other person to administer or service such Mortgage Loans and to
possess directly or indirectly any instruments, agreements, other documents,
books, records and other media for storing information relating to such Mortgage
Loans) having an aggregate unpaid principal balance as of the Settlement Date of
approximately $266,508,621.39 (the "Settlement Date Principal Balance") after
application of principal payments collected through September 30, 1998. The
terms and provisions of the agreement for the purchase and sale of the Mortgage
Loans are as described below.
1. Purchase of Mortgage Loans: The Mortgage Loans are to be sold in
whole loan format on a servicing released basis; provided, however, that WMFC
shall service and administer the Mortgage Loans for the benefit of Xxxxxxx as
provided in Section 3 hereof, the cost of which shall be paid as described in
Section 3 hereof. At your expense, and as a condition to the closing on the
Settlement Date, the original mortgage notes properly endorsed, mortgages or
deeds of trust, modification,
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extension and/or assumption agreements, assignments of mortgage or deed of
trust, intervening assignments of mortgage, title insurance policies and
mortgage insurance policies, if any, for the Mortgage Loans shall be delivered
to Xxxxxxx or, at Xxxxxxx's direction, to a third-party document custodian (the
"Custodian"), on or before the Settlement Date. The Custodian will be selected
by Xxxxxxx and the fees for its initial review shall be paid by WMFC.
2. Representations and Warranties; Repurchase: With respect to each
Mortgage Loan, WMFC hereby makes the representations and warranties set forth on
Exhibit B attached hereto. WMFC hereby agrees to repurchase any Mortgage Loan as
to which a representation and warranty has been breached and is not cured within
thirty (30) days of the discovery of such breach and further agrees to indemnify
Xxxxxxx in connection with any such breach. The repurchase price for any
Mortgage Loan for which a representation or warranty has been breached shall be
equal to the product of (a) the Purchase Price Percentage (as defined below) and
(b) unpaid principal balance of such Mortgage Loans. The repurchase price shall
be remitted to Salomon via wire transfer of immediately available funds within
five (5) business days of the expiration of such cure period.
3. Servicing of the Mortgage Loans: WMFC shall transfer and deliver
the servicing of the Mortgage Loans to Salomon or its designee (the
"Transferee") on the second month anniversary of the date hereof, or if such day
is not a business day on the following business day (the "Transfer Date");
provided however, that the Transfer Date shall be deemed extended for an
additional calendar month for each calendar month (commencing November 1, 1998)
in which Salomon shall not have specified to WMFC in writing the identify of the
Transferee (such writing to refer to this paragraph of this letter). Pending the
Transfer Date, the Mortgage Loans shall be serviced by Wilshire Servicing
Corporation (the "Servicer") and subserviced by Wilshire Credit Corporation in
accordance with accepted and prudent mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related mortgaged
properties are located and in a manner at least equal in quality to the
servicing the Servicer provides to mortgage loans which it owns in its own
portfolio. The Servicer shall service the Mortgage Loans for a servicing fee
equal to 0.50% per annum payable monthly on the then-outstanding principal
balance of each Mortgage Loan and payable solely out of collections on a
loan-by-loan basis. Notwithstanding the foregoing, Xxxxxxx shall not be
responsible for reimbursing the Servicer for advances or other expenses or
amounts with respect to the Mortgage Loans, as set forth on Schedule I attached
hereto, which accrued or were paid prior to the date hereof, but will be
responsible for any advances or other expenses or amounts accruing after the
date hereof.
4. Purchase Price: The purchase price for the Mortgage Loans on the
Settlement Date shall be equal to the product of (a) 79.475767% (the "Purchase
Price Percentage") and (b) the Settlement Date Principal Balance.
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5. Mandatory Delivery: The sale and delivery of all of the Mortgage
Loans on the Settlement Date is mandatory from the date of the execution of this
letter agreement, it being specifically understood and agreed that each Mortgage
Loan is unique and identifiable on the date hereof and that an award of money
damages would be insufficient to compensate Xxxxxxx for the losses and damages
incurred by Xxxxxxx (including damages to prospective purchasers of the Mortgage
Loans) in the event of WMFC's failure to deliver each of the Mortgage Loans to
Salomon on the Settlement Date.
6. Entire Agreement: This letter agreement supersedes and integrates
all previous negotiations, contracts, agreements and understandings between the
parties relating to the Mortgage Loans and contains the entire final agreement
of the parties. No prior negotiation, agreement, understanding or prior contract
shall have any validity hereafter. This letter agreement may only be amended by
a written document signed by each of the parties hereto.
7. GOVERNING LAW: THIS LETTER AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.
This letter may be executed in any number of counterparts, each of
which (including any copy hereof delivered by facsimile) shall constitute one
and the same original instrument, and either party hereto may execute this
letter by signing any such counterpart.
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Please confirm that the foregoing specifies the terms of our agreement by
signing and returning the enclosed copy of this letter to Xxxxxxx Xxxxxxxx
Realty Corp., Seven World Trade Center, New York, New York 10048, Attention:
Xxxxx Xxxxx (facsimile number: 212-783-3895).
Very truly yours,
SALOMON BROTHERS REALTY CORP.
By: _____________________________________
Name:
Title:
Accepted and Agreed:
WMFC 1997-4 INC.
By: _______________________________
Name:
Title:
WILSHIRE SERVICING CORPORATION
By: _______________________________
Name:
Title:
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