Amendment No. 4 to the Transition Services Agreement, dated as of January 31, 2018, entered into by and between WMIH Corp. and WMI Liquidating Trust

EX-10.1 2 wmih-ex101_7.htm EX-10.1 wmih-ex101_7.htm

Exhibit 10.1

 

Amendment No. 4 to

Transition Services Agreement

Reference is made to that certain Transition Services Agreement, dated as of March 22, 2012 (as amended, modified or supplemented prior to the date hereof, the “TSA”), entered into by and between WMI Liquidating Trust (the “Trust”) and WMIH Corp. (formerly known as WMI Holdings Corp., “WMIH”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the TSA.

 

The Trust and WMIH hereby agree to amend and supplement the TSA as follows:

Section 1.  Services to be Provided.

 

The parties agree that Schedule A to the TSA shall be amended and restated in its entirety with the new form of Schedule A, attached hereto.  

 

Section 2.  Hourly Rates and other Adjustments.

 

The parties agree that Schedule D and Schedule E to the TSA shall be amended and restated in their entirety with the new forms of Schedule D and Schedule E, attached hereto. The new rates reflected on such new Schedule D, shall be given effect as if entered into as of January 1, 2018.  The revised overhead calculation in Schedule E shall be given effect as of February 1, 2018.  

 

Section 3.  Notices

 

The parties agree that Section 10.9 of the TSA shall be amended and supplemented with the following updates to the information pertaining to the respective parties as follows:

 

If to WMIH Corp:

 

800 Fifth Avenue, Suite 4100

Seattle, WA  98104

Attn:  Chad Smith and Peter Struck

Telephone: (206) 922-2963

Fax No:   ###-###-####

 

with a copy (which shall not constitute effective notice) to:

 

Lane Powell

601 SW Second Avenue, Suite 2100

Portland, OR   ###-###-####

Attn:  Jeff Bird

Telephone:   ###-###-####

Fax No.:   ###-###-####

 

 

 


 

If to WMI Liquidating Trust:

 

800 Fifth Avenue, Suite 4100

Seattle, WA  98104

Attn:  William Kosturos

Fax No.:   ###-###-####

 

with a copy (which shall not constitute effective notice) to:

 

Alvarez & Marsal

425 Market Street, 18th Floor

San Francisco, CA  94105

Attn:  William C. Kosturos

Fax No.:   ###-###-####

 

Section 4. Miscellaneous.

 

Except as expressly amended and supplemented hereby (and as previously amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the TSA), the parties agree that all terms and conditions of the TSA shall remain unchanged and are hereby ratified, confirmed and remain in full force and effect.  This Amendment No. 4 (the “Amendment”) shall be governed by the law of the State of Washington. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail shall be effective delivery of a manually executed counterpart to this Amendment.

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by its officers thereunto duly authorized as of this 31st day of January, 2018.

 

 

WMI LIQUIDATING TRUST

 

By: /s/ Charles Edward Smith
Name:  Charles Edward Smith

Title:  Executive Vice President & General Counsel

 

 

WMIH Corp

 

By: /s/ Timothy F. Jaeger
Name:  Timothy F. Jaeger

Title:  Interim Chief Financial Officer

 

 

 

 


 

Schedule A

 

Liquidating Trust Services

 

 

Chad Smith

 

 

Work with external WMIH legal counsel on various WMIH legal issues

 

Prepare for, and participate in, WMIH Board of Director and Committee Meetings

 

Work with WMIH personnel and outside counsel and consultants to identify and analyze strategic opportunities

 

Supervise, coordinate and assist with WMIH SEC compliance matters

 

Other matters as determined in consultation with WMIH Chairman

 

Interact with WMIH auditors, as necessary

 

Doreen Logan

 

HR Support

 

Payroll processing, including review of time, payroll journal entries, payroll funding

 

Managing Branch Richards relationship (or any other payroll processing service used)

 

Accounting

 

General ledger set-up and management on Quickbooks

 

Posting transactions to general ledger

 

Preparation of monthly consolidation (e.g. 4-column) for submission to the CFO

 

General ledger management, research, reconciliations and monthly binder – all overseen and directed by WMIH CFO

 

Create and manage vendor file for Accounts Payable and annual tax information reporting – 1099s, etc; submission of 1099 for review; submission of 1099 for filing

 

State and Local Taxes

 

Preparation and filing of monthly B&O Tax return with Washington Department of Revenue

 

Preparation and filing of City of Seattle tax return on required basis (e.g. monthly, quarterly, annually).  

 

Banking and Accounts Payable Oversight

 

Complete set-up of bank accounts, oversight and preparation of wire transfer process and check writing

 

Cash management / treasury management – management of online access to WMIH bank(s)

 

Bank account management and reconciliation; submission of reconciliation to management for review and approval

 

Check run preparation and oversight; submit to senior management and/or Audit Committee Chairman for review and approval

 

 

 


 

SOX Testing and Review; External Auditors

 

Assist WMIH personnel, consultants and auditors with SOX testing

 

Implement controls as directed by WMIH employees and consultants to ensure WMIH is SOX compliant

 

Provide information to external auditors, as requested by WMIH employees or consultants

 

Curt Brouwer

 

 

Provide tax consulting services specific to legacy WMI tax issues including stock basis, NOLs, etc. or other issues that may arise during strategic opportunity discussions with outside counsel and consultants of WMIH

 

Yana Soriano

 

Corporate Governance and Board Support

 

Assist with providing reports to WMIH Board and Board Committees

 

Assist in creation, coordination and assembly of materials for WMIH Board meetings

 

Work with counsel to submit annual Board questionnaires to WMIH Board members

 

Maintain official corporate records

 

Ensure any upcoming state filings are complete and paid, if necessary

 

Litigation Support

 

Process and coordinate review of Service of Process requests

 

Accounts Payable

 

Accounts payable, including invoice tracking and invoice approvals

 

Participate in check runs by writing checks and reporting checks written to Controller

 

Ordering checks from the bank and maintaining check stock in locked drawer

 

Helen Grayson

 

Administrative Services

 

Compile documents and coordinate document signature requests

 

Coordinate facility requests (repair services, building announcements, etc.)

 

Order supplies, as necessary

 

Process expense reports, as needed

 

Book travel itineraries for employees, consultants and/or board, as requested

 

Handle incoming and outgoing mail and Fedex and USPS shipments

 

Assist with setting up and sending out meeting invoices; sending WMIH Board meeting invites to appropriate personnel

 

Coordinate WMIH annual meetings working with management, outside counsel and event coordinators

 

Accounts Payable

 

Mail checks issued in check runs

 

Assist with verifying accuracy of invoices received (Fedex, rent, etc.)

 

 

 


 

HR Support

 

Maintain employee and board member files

 

Distribute pay advices to employees

 

Submit state and federal employee tax correspondence to Branch Richards (or other payroll processing service used)

 

Maintain records of quarterly payroll tax filings submitted by Branch Richards (or other payroll processing service used)

 


 

 


 

Schedule D

 

Monthly Employee Rates – WMI Liquidating Trust

 

 

Employee

 

Maximum Hours Allocation

 

2017 Rate

 

2018 Rate

 

2019 Rate

 

2020 Rate

 

2021 Rate

Chad Smith

 

40

 

$           458.17

 

$           474.21

 

$           490.80

 

$           507.98

 

$              525.76

Doreen Logan

 

40

 

$           265.25

 

$           274.53

 

$           284.14

 

$           294.09

 

$              304.38

Curt Brouwer

 

10

 

$           475.00

 

$           475.00

 

$           475.00

 

$           475.00

 

$              475.00

Yana Soriano

 

40

 

$             70.59

 

$              73.06

 

$              75.62

 

$             78.26

 

$                81.00

Helen Grayson

 

40

 

$             55.01

 

$              56.94

 

$              58.93

 

$             60.99

 

$                63.13

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Overhead Charge per hour

 

 

 

$             20.14

 

$              20.84

 

$              21.57

 

$             22.33

 

$                23.11

 

 

 

 

 


 


 

Schedule E

 

Monthly Overhead Expense

 

 

Overhead

Vendor

 

June 2015 Revision

 

January 2018 Revision

 

Cell Phones

AT&T Mobility

 

$         150.00

 

$          150.00

No change

Network System and Support

Z7 Networks

 

$      3,984.00

 

$      5,447.26

50% allocation of Z7 costs

Copier/Printer Lease

AGI Lease

 

$         388.00

 

$          450.00

50% of AGI lease cost/support for copiers

Supplies

Various

 

$           75.00

 

$            75.00

Paper and other office supplies

 

 

 

$      4,597.00

 

$      6,122.26

 

Total monthly change from prior agreement:

 

 

 

$      1,525.26