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11/25/2014

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CONFIDENTIAL

Office of Thrift Supervision Department
101

of the Treasury
Suite

West Region

Stewart Street

1010 Seattle
+

WA

981011048

Seattle

Area

Office

Telephone

206

8292600

Fax

206

8292620

February

9

2006

Mr John F
Executive Corporate Washington
1201

Robinson

Vice President Risk

Mutual

Management Bank

Third

Avenue

WMT
98101

1601

Seattle

Washington

Dear

Mr Robinson
30
2006 advising that Washington Mutual Preferred Funding Mutual

This responds to the notice filed January plans to establish purpose
a

Bank

new subsidiary Washington made

LLC

WMPF
of the

WMB
for the

of issuing two classes of preferred securities to be eligible
in the

for inclusion in

core capital of

WMB
letter

Based upon the representations subsidiary or to the issuance of securities should
not

notice

we do

not object

to establishment please

new

operating

by WMPF Notwithstanding
proposed
capital treatment

be advised that this
billion in

be construed
to

as authorizing the

of the

SI5
will

LLC

Preferred

Securities

be issued

by

WMPF

That issue remains under review and

we

provide an answer

when

our review

completedIn we
the future will

is

expect that

WMB

will

for the plan appropriately so as to allow

full

thirtyday review

by

OTS

of notices of this type

Please contact

me at 206 8292601

you have any questions

Sincerely

DarrelW Dochow
Regional Deputy Director

cc

William

L

if

Lynch

Secretary Washington

Mutual

Return

Restricted For Use in Connection with Plan Confirmation Only

WMIPC_500002025.00001

CONFIDENTIAL

Washington Mutual

CONFIDENTIAL TREATMENT

QUESTED
Sohn F Robinson
Executive
Vice President

Corporate RiiskManagement

February 23 2006

Darrel

Dochow

Deputy Regional Director West Region
Office of Thrift Supervision

101 Stewart Street Suite
Seattle

10

10

WA
Re

981041048
for Washington Mutual Bank Docket Number 08551 Request stock confirmation of capital treatment of two classes of preferred

Dear

Mr

Dochow
Mutual Inc
I I

fin behalf of Washington
filed

I

am

January

30

2006 by Washington Mutual Bank Mutual Preferred Funding

WMB
by your

writing with reference to the notice to establish a

new

issuingtwo

WMB

the

Notice

core capital of classes of preferred securities to be eligible far inclusion the Office of Thrift You provided notice of the nonobjection of

Supervision

OTS
in

in

subsidiary Washington

LLC

VilMPF

for the purpose of

to the establishment of

WMPP
the

letter

dated

February

9 2006

As you Cayman Notice
in

are aware

the Notice

WMB

requested

OTS

confirm that the sale

of the
in the

Co

Preferred Securities and the Delaware Issuer Securities

as

defined

to outside investors constitutes the sale of the to outside investors and
that

LLCPreferred
thatrequest

Securities

as

defined

the Notice

the

LLC

Preferred Securities qualify for

inclusion in core capital

of

WMB

In connection

wit=h

if

that

as a result of

Supervisory Event

as

defined

in the Notice

WM1 WMI

hereby undertakes exchanges
its

in

defined Holding Company Shares as

the Notice for

Cayman Co
to

Preferred

Securities

and the

l

ielaware Issuer Securities

or

if

WTI

subsequent

such exchange a quires the

LLC

Preferred Securities

W

IIWill

contribute to

VMB

the

Cayman

Securities and the Delaware IssuerSecurities Securities

or as appropriate the

Co Preferred LLC Preferred

you

If

have any questions regarding

this letter

at please call RobertMonheit

212

3266104

or

me

at

206 4906100

SiereI

oho

F Robinson
Vice President

Executive

Corporate Risk

Management
Third

12111

Avenue

Seattle

WA

981 2064906€3E 206 3

phone
fax

5I8

Return

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WMIPC_500002025.00002

CONFIDENTIAL

Office of Thrift Supervision Department
101

ofthe Treasury
Suite

West Region

Stewart Street

3010

Seattle

WA

981012419

Seattle

Area

oft e

Telephone

206 8292600

Fax

206 8292620

February

24 2006

Mr

John

F Robinson
Vice President

Executive

FEB

2 8

2006

c

Corporate Risk Management Mutual Inc Washington 1201 Third

LEGAL DEPARTMENT

Avenue
98101

WMT

1601

Seattle

WA

Dear Mr Robinson

This letter further responds to the notice

filed

January

30 2006

advising

that

Washington

Mutual

Bank

WMPF

WMB

plans to establish

a new subsidiary Washington
classes

Mutual Preferred Funding LLC
to

for the purpose

of issuing two

of Preferred

Securities

be

eligible

for

inclusion in core capital of establishment of the

WMB

By

letter

dated February

9 2006

we

took

no objection to the

new

operating

subsidiary and the issuance of securities

by

WMPF
to

Please be advised that the Preferred reservation

OTS

will

not exercise its supervisory
capital

authority

and discretion

exclude

Securities

from core

under 12

CFR 5675a1
of the OTS

footnote rule

4

or the

of authority provision

12 CFR 56711
will in

capital

and we hereby
This

confirm that the Preferred decision
detailed

Securities

qualify for inclusion in the

WMB

core capital

based

on the representations
letter

is

Notice

attachment

thereto

and commitment

in your confidential

dated February

23 2006
sole discretion to exclude the
if

Notwithstanding Preferred
it

the

above the

0TS

reserves The right in

its

Securities

or prospective

issuances of Preferred

Securities
realistic

the terms are revised or
ability

otherwise

ceases to provide
raises

meaningful capital This

support and a

to absorb losses

or otherwise or asset

structure

supervisory concerns of the Subsidiary or

may include OTS

concerns about the capital

mix

WMB
please contact

If

you have any questions regarding

this letter

me at

206

8292601

Sincerely

•WA
Darrel Regional

W

W•L
Dochow
Deputy Director

cc

William

L

Lynch Secretary

Washington

Mutual

Return

Restricted For Use in Connection with Plan Confirmation Only

WMIPC_500002025.00003

CONFIDENTIAL

Mailstop 1301

WMC

3301

Second Avenue

Seattle

WA

98101

2065008302

direct

phone

steverotellawamunet

Via Electronic

Mail

September 25 2008

Office

of Thrift

Supervision

Examinations Attn Attn

John Bisset
Benjamin Franklin

will

Exchange will that each Conditional a press release on September 26 2008 announcing 2 of each Exchange to Section New York time on September 26 2008 Pursuant occur at 800 at that time and WMI will become Agreement the Conditional Exchange will then occur automatically and all the Preferred Securities issued by the owner of all the Delaware issuer trust securities of the Ltd the Cayco Preferred Securities The occurrence Washington Preferred Funding Cayman each of the Delaware issuer trusts so that the WMPF the effect of dissolving Conditional Exchange has a result of such dissolution In any event Preferred Securities held by the trusts will be owned by WMl as WMI has assigned to WMB all of its right title and interes t t o th e D e award effective September25 2008 Preferred Securities and upon rece pt trust securities the Cayco Preferred Securities and the WMPF Securities and the WMPF Preferred Securities trust securities the Cayco Preferred the Delaware and such contribution and transfer will occur and transfer same to

WMI

will

issue

am

I

l

i

WM

immediately contribute

WMB

regardless of

any events which may occur

prior to

such

contribution

and transfer

Sincerely

WASHINGTON

MUTUAL

INC

By

Name
Title

Steve

Rotella

President

and Chief Operating

Officer

Return

Restricted For Use in Connection with Plan Confirmation Only

WMIPC_500002025.00004

CONFIDENTIAL

ASSIGNMENT AGREEMENT

between

WASHINGTON

MUTUAL

BANK

as Assignee

and

WASHINGTON

MUTUAL INC

as Assignor

Effective

as of September 25 2008

17535196 05129267

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WMIPC_500002025.00005

CONFIDENTIAL

ASSIGNMENT

AGREEMENT

THIS ASSIGNMENT

AGREEMENT

as amended
is

modified or supplemented
of

from time to time after the date hereof the

federallychartered
2008 and
savings

September effective as Agreement MUTUAL BANK a and between WASHINGTON made and WASHINGTON association as Assignee the Assignee

25

by

is

MUTUAL INC

a Washington

corporation

as Assignor the

Assignor

RECITALS

A
execution

Assignor wishes to assign to Assignee
Securities

certain shall

securities

and Assignee
the

wishes to accept such assignment which
of this

be assigned upon

Agreement

AGREEMENT
In

consideration

and

for other

good and

hereinafter set forth premises and the mutual agreements and sufficiency of which are valuable consideration the receipt of the

hereby acknowledged

the Assignee

and Assignor agree as follows

ARTICLE

I

DEFINITIONS

GENERAL

INTERPRETIVE

PRINCIPLES

Section

101

Definitions

and phrases Agreement the following words otherwise requires shall have the following meanings context Whenever
used
in
this

unless

the

Agreement This Assignment Agreement amendments hereof and supplements hereto Any instrument
constituting

including

all

exhibits

hereto and

all

Certificate

evidence of ownership

of

a Security

Effective

Date September 25 2008
Internal

Code The
are to the

Revenue Code
as the date

of

1986 as amended
Section

and the regulations
references to the

promulgated thereunder
in

and rulings issued thereunder
of this

Code

Code

as

effect

Agreement and any subsequent
thereto or substituted

provisions of the

Code

amendatory

thereof

supplemental

therefore
of Securities Assignee by Assignor

Assignment The assignment
this

to

pursuant to

Agreement
Is
Delive

deemed

to

occur as of September

25 2008

WMBNWI
17535196 05129267

Master Securities

Assignment Agreement

Return

Restricted For Use in Connection with Plan Confirmation Only

WMIPC_500002025.00006

CONFIDENTIAL

Person Any
venture

individual

corporation limited

liability

company partnership
organization

joint

association jointstock
or

company

trust

unincorporated thereof

or

government

any agency

or political

subdivision

Assignee Washington and
its

Mutual Bank

a federallychartered savings

association

successors

and assigns

in

Securities

The

securities

listed

Exhibit

A that
all

are the subject

of this

Agreement
Certificates

The term Securities includes
corresponding the owner
of to

without

limitation

such securities any

such securities and

other rights benefits proceeds
in

and

obligations of securities

such securities arising from or
or hereafter

connection

with

such

whether

now owned

acquired

Assignor

Washington

Mutual Inc

a Washington

corporation and

its

successors

and assigns
Section

102

General

Interpretive

Principles

For purposes of this Agreement unless the context otherwise requires

except as otherwise

expressly provided

or

a

the terms defined
in
this of

in

this

Agreement
the

have the meanings

Agreement and
any gender

include

plural

assigned to them as well as the singular and the
to include

use

herein shall

be deemed

the other gender

b

accounting assigned to
principles

terms not otherwise
in

defined

herein have the meanings accepted accounting

them

accordance

with generally

references

herein to

Articles Sections
without

Subsections

Paragraphs
are to designated
of this

and

other

subdivisions

reference to a document Paragraphs

Articles

Sections Subsections

and other subdivisions

Agreement

in

reference

to

such Subsection appears and

as contained

the

same Section

in

d

a reference

to

a Subsection

without

further

reference

to

a Section

is

a

which and

the reference

this

rule shall also

apply to Paragraphs

other subdivisions

e

the words

herein hereof hereunder and

other words of similar

import refer to this Agreement provision and the term include enumeration

as a whole and not to any particular

f

or

including shall mean without

limitation

by reason of

2
17535196 05129267

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WMIPC_500002025.00007

CONFIDENTIAL

ASSIGNMENT
Section

OF SECURITIES

201

Assignment of Securities

II

ARTICLE

With respect to the Securities hereby contributes transfers assigns

listed

on Exhibit

A
all

attached

hereto Assignor

sets

over and conveys to Assignee without
of

of this Agreement recourse but subject to the terms whether now owned or hereafter acquired interest

Assignors right

title

and

in

and to the Securities

Upon execution and
rights

delivery

Assignor connection

including with

but not limited to

funds which

may
of all

be received by Assignor on or records and documents
into

the Securities

and the ownership
in

with of

respect to the Securities which are prepared Assignee Assignor shall immediately vest

by or which come

the

possession

Assignee acknowledges

that

the assignment

taxfree Agreement are intended to qualify as

transactions

under this by Assignor to Assignee under Section 351 of the

Code
ARTICLE
III

REPRESENTATIONS
Section

AND WARRANTIES
and Warranties
all

301
its

Mutual Representations
to

Each

party

hereby enter

represents and warrants
into

the other that under
this

it

has

requisite

power and

authority to

and perform

obligations

Agreement and warranties
to the set forth

is

It

understood

and agreed that the representations
delivery of

this Article

V shall

survive the

the respective

Securities

Assignee and

shall

continue throughout

term of this Agreement

ARTICLE

IV

COSTS

Section

401

Costs
bear

Each
in
incurred

party

shall

its

own

costs

and expenses
of

All

other

costs

and expenses without

connection

with

the transfer and delivery

the Securities including

by

limitation recording

and

filing

fees

shall

be paid

Assignee
to this that

Each
in

remittance to

or distribution

made pursuant To the
extent

Agreement

shall

be made

the

manner agreed

by the parties
to this

the amount of a remittance or

distribution

thereof to the each party agrees to give prompt written notice the amount of such remittance or other party after discovery thereof including immediately that was error and to refund such overpayment supposed to be

made pursuant

Agreement

is

greater

than the amount that was

made

distribution

paid

in

3
17535196 05129267

in

in

and benefits

arising

out of

Agreement by Assignor and Assignee the Securities which come into the possession of
of
this

all

Return

Restricted For Use in Connection with Plan Confirmation Only

WMIPC_500002025.00008

CONFIDENTIAL

ARTICLE V MISCELLANEOUS
Section

PROVISIONS

501 Amendment
may be amended
from time to time only by written agreement

This Agreement

and Assignee signed by Assignor
Section

502

Governing

Law
in

accordance with the internal laws of the This Agreement shall be construed by federal law and without State of Washington except to the extent preempted and the obligations rights and of such state reference to the choice of law doctrine accordance with such laws remedies of the parties hereunder shall be determined

Section

503

Notices
in

in

All

demands

notices

and communications
if
personally

hereunder
delivered

shall

be

writing

and shall

be deemed to have been duly given
certified

at or

mailed by registered or

mail postage

prepaid to

a

in

the case of Assignor

Washington 1301

Mutual Inc

Second Avenue

WMC

1411

Seattle Washington Attention Corporate

98101 Secretary by Assignor to Assignee
in in
writing

or

such other address as

may

hereafter

be furnished

and
in

b

the case of Assignee

Washington 1301

Mutual Bank

Second Avenue

WMC

1411

Seattle Washington Attention Corporate

98101 Secretary
to

or

such other address

as

may

hereafter

be furnished by Assignee

Assignor

writing

Section

504

Merger

Severability

of

Provisions

This Agreement
constitute relating to

and the documents
is
of

and instruments referred to herein
final

the entire agreement the subject

and

the

and complete expression
all

of

the parties

matter of this Agreement and agreements

and supersedes
whether

prior or relating to

contemporaneous
subject

negotiations

oral or written

the

matter hereof or terms of this

any one or more
shall

If

of

the covenants
for

agreements

provisions

Agreement

be

held invalid

then such covenants any reason whatsoever

4
17535196 05129267

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WMIPC_500002025.00009

CONFIDENTIAL

in

agreements
covenants

provisions

or terms shall be deemed
provisions or

severable

from the remaining no

agreements

shall terms of this Agreement and of this

way

affect

the validity or enforceability of

the other provisions
or to

Agreement

the invalidity of

any part provision representation
of

the economic
in

benefit
faith

intended
to

be conferred

shall deprive any party warranty of this Agreement the parties shall by this Agreement effect of

If

negotiate

good

develop

a structure the economic
effect of this

which

is

nearly

as

possible the inability

same

as the economic

Agreement

without

regard to such

Section

505

Execution

Successors

and Assicros

more counterparts and by the each of which when so executed different parties hereto on separate counterparts shall constitute one and shall be deemed to be an original such counterparts together This Agreement shall inure to the benefit of and be binding upon the same agreement and their respective successors and assigns and
This Agreement

may be

executed

in

one

or

Assignor

Assignee

Signatures on Following

Page

5
17535196 05129267

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WMIPC_500002025.00010

CONFIDENTIAL

IN executed
effective

WITNESS WHEREOF
by their respective
duly

authorized

the parties have caused this Agreement to be be officers on the dates shown below to
set forth

as of the effective

date

first

above

WASHINGTON

MUTUAL BANK

rTitle jA
Name

By$

zh
t

t

i

r1WASHINGTON
MUTUAL
INC

By Name
Title

1t
VVj
f

vol

s
17535196 05129267

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Restricted For Use in Connection with Plan Confirmation Only

WMIPC_500002025.00011

CONFIDENTIAL

EXHIBITA SECURITIES

I
ii

Washington
Preferred

Mutual Preferred Series

Securities

Washington

Mutual

Cayman A1 Preferred Cayman
Series

I

Ltd

725 725

Perpetual

Noncumulative

I

Ltd

Perpetual

Noncumulative

Preferred Securities iii

A2
Funding Trust FixedtoFloating Rate Perpetual

Washington

Mutual Preferred

Noncumulative Trust Securities

iv

Washington

Mutual Preferred

Funding

Noncumulative Trust Securities

v
vi
vii

II

Trust

FixedtoFloating

Rate Perpetual

Washington

Mutual Preferred
Trust

Funding

Trust

FixedtoFloating

Noncumulative Washington

Securities

Ill

Rate Perpetual

Mutual Preferred

Funding Trust

IV FixedtoFloating

Rate Perpetual

Noncumulative Trust Securities Washington Mutual Preferred
Preferred

Funding

LLC FixedtoFloating
Series

Rate Perpetual

Noncumulative
viii

Securities Funding

2006A

Washington
Preferred

Mutual Preferred
Series

LLC

725

Perpetual

Noncumulative

Securities

2006B
Funding

ix

Washington

Mutual Preferred

LLC FixedtoFloating
Series

Rate Perpetual

Noncumulative Preferred

Securities Funding

2006C
Rate Perpetual

x
xi

Washington

Mutual Preferred

LLC FixedtoFloating
Series

Noncumulative Preferred Washington

Securities Funding

2007A
Rate Perpetual

Mutual Preferred
Preferred
title

LLC FixedtoFloating
Series

Noncumulative

Securities

2007B
in

ii

Any and

all

right

and interest of the Washington

Mutual Inc

and to

Washington

Mutual Preferred Funding
II
Trust

Mutual Preferred
Preferred

Trust

Funding
III

WaMu Delaware I Washington Mutual WaMu Delaware Iln Washington Mutual Preferred
Ill and Washington Mutual Preferred

Cayman

I

Ltd

WaMu Cayman

Washington

Funding Funding

Trust Trust

WaMu IV WaMu
I

Delaware Delaware Delaware

IV and together
11

with

WaMu Cayman
III

VJaMu Delaware
including

WaMu

and

WaMu

Delaware

the

Trusts

in

any interests of the Trusts

any of the Securities

17535196

05129267

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WMIPC_500002025.00012

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