WMC FINANCE CO. 11¾% Senior Notes Due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2004 • WMC Finance Co • New York
WMC Finance Co., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 11¾% Senior Notes Due 2008 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of December 16, 2003 (the “Indenture”), between the Company and JPMorgan Chase Bank, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the “Holders”), as follows:
MASTER REPURCHASE AGREEMENT Between: Merrill Lynch Mortgage Capital Inc., as Buyer and WMC Mortgage Corp., as Seller Dated as of September 22, 2003Master Repurchase Agreement • February 12th, 2004 • WMC Finance Co • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of September 22, 2003, between WMC MORTGAGE CORP., a California corporation (the “Seller”) and MERRILL LYNCH MORTGAGE CAPITAL INC., a New York corporation (the “Buyer”).
MASTER REPURCHASE AGREEMENT between CDC MORTGAGE CAPITAL INC., as Buyer and WMC MORTGAGE CORP., as Seller Dated as of April 18, 2002Master Repurchase Agreement • February 12th, 2004 • WMC Finance Co • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of April 18, 2002, between WMC MORTGAGE CORP., a California corporation (“Seller”), and CDC MORTGAGE CAPITAL INC., a New York corporation (“Buyer”).
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS DATED AS OF MARCH 18, 2003 BETWEEN LEHMAN BROTHERS BANK, FSB, AS BUYER AND WMC MORTGAGE CORP., AS SELLERMaster Repurchase Agreement • February 12th, 2004 • WMC Finance Co • New York
MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I) or as agent pursuant hereto (“Agent”) and WMC Mortgage Corp., as seller...Master Repurchase Agreement • February 12th, 2004 • WMC Finance Co • New York
I, , do hereby certify that I am duly elected, qualified and authorized officer of WMC Mortgage Corp. (“Seller”). This Certificate is delivered to you in connection with Section 16(b) of the Master Repurchase Agreement dated as of August 17, 2001, among Seller, and Credit Suisse First Boston Mortgage Capital LLC (the “Agreement”). On behalf of WMC Mortgage Corp., I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, Seller is and has been in compliance with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that:
WMC MORTGAGE CORP. Woodland Hills, CA 91367WMC Finance Co • February 12th, 2004
Reference is made to the Letter Agreement between WMC Mortgage Corp. (the “Company”) and you dated September 25, 2003 (the “Employment Agreement”). Pursuant to Section 3 of the Employment Agreement (“Section 3”) you are entitled to receive a base salary of $375,000 per annum commencing on April 1, 2004. Pursuant to Section 4(b) of the Employment Agreement (“Section 4(b)”), you are entitled to receive certain payments if you are employed by the Company on April 1, 2004. Pursuant to Section 8 of the Employment Agreement (“Section 8”), you are entitled to purchase shares of common stock of the Companies parent at any time prior to April 1, 2004.
STOCKHOLDERS’ AGREEMENT BY AND AMONG WMC FINANCE CO. AND THE INVESTORS NAMED HEREIN Dated as of May 22, 1997Stockholders’ Agreement • February 12th, 2004 • WMC Finance Co • Delaware
This Stockholders’ Agreement (this “Agreement”), dated as of May , 1997, by and among (i) WMC Finance Co., a Delaware corporation (the “Company”), (ii) Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P. and Apollo (U.K.) Partners III, L.P. (together with their respective Related Persons (as defined below) to whom Shares (as defined below) or Derivatives (as defined below) are transferred, “Apollo”), and (iii) Frank E. O’Bryan, Scott A. McAfee and Robert L. Rosen (together with their respective Related Persons to whom Shares or Derivatives are transferred, the “SMG Stockholders” and, together with Apollo, the “Investors”). The Investors and any other person (other than the Company) bound by the terms hereof are referred to herein as the “Stockholders.”
ContractSeparation Agreement • February 12th, 2004 • WMC Finance Co • California
THIS DOCUMENT PERTAINS TO THE SETTLEMENT OF AN EXISTING CONTROVERSY AND IS INTENDED TO QUALIFY FOR ALL EVIDENTIARY AND OTHER PRIVILEGES APPLICABLE TO SETTLEMENT DISCUSSIONS. IT IS BEING TRANSMITTED IN THAT CONTEXT.
SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT BETWEEN WMC MORTGAGE CORP., a California corporation AND RESIDENTIAL FUNDING CORPORATION, a Delaware corporation Dated as of October 31, 2003Warehousing Credit and Security Agreement • February 12th, 2004 • WMC Finance Co • Minnesota
SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as of October 31, 2003 between WMC MORTGAGE CORP., a California corporation (“Borrower”), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).
ContractSeparation Agreement • February 12th, 2004 • WMC Finance Co • California
THIS DOCUMENT PERTAINS TO THE SETTLEMENT OF AN EXISTING CONTROVERSY AND IS INTENDED TO QUALIFY FOR ALL EVIDENTIARY AND OTHER PRIVILEGES APPLICABLE TO SETTLEMENT DISCUSSIONS. IT IS BEING TRANSMITTED IN THAT CONTEXT.
