Exhibit
10.31


 


FIRST AMENDMENT TO CREDIT
AGREEMENT


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”) is made as of March 31, 2009, as an
amendment to that certain Amended and Restated Credit Agreement dated as of January 30,
2009, by and among GPF Acquisition, LLC, Walker & Dunlop Multifamily, Inc.,
Walker & Dunlop GP, LLC, Green Park Financial Limited Partnership,
Walker & Dunlop, Inc., Walker & Dunlop, LLC, Bank of
America, N.A., as Administrative Agent and Collateral Agent, and the Lenders
party thereto, as amended (the “Credit Agreement”). Capitalized terms
used herein without definition have the meanings specified therefor in the
Credit Agreement.


 


RECITALS


 


The Loan Parties and WDLLC (collectively, the “Obligor
Group”) have requested that the Administrative Agent and the Lenders agree
to amend the Credit Agreement, and the Administrative Agent and the Lenders
have agreed to do so, on, and subject to, the terms and conditions set forth
herein.


 


NOW, THEREFORE, in consideration of the agreements
of the parties set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.             Amendment
to Definition of EBITDA. Effective as of the Effective Date (as hereafter
defined), the Credit Agreement is hereby amended by amending the definition of
EBITDA to read as follows:


 


“EBITDA” means, at any date of determination
thereof, an amount equal to the following, all as determined in accordance with
GAAP (net of intercompany transactions and without duplication):


 


(a)           Net Income for the most recently
completed Measurement Period;


 


plus


 


(b)           to the extent deducted in calculating Consolidated Net
Income: the sum of (i) depreciation expenses, (ii) amortization and
write-offs of Servicing Contracts and (iii) any unrealized losses under
the Rate Cap Agreement;


 


plus


 


(c)           to the extent deducted in calculating
Net Income, and to the extent prefunded or to be funded by CGL, the following,
to be deducted on a one time basis (i) up to $500,000, in the aggregate,
of termination fees and other costs associated with terminating WDLLC’s
servicing contract with Capmark and transferring the services previously
provided by Capmark to WDLLC, (ii) up to $4,833,205, in the aggregate, in
compensation expenses associated with WDLLC employment of former employees of
CGL, (iii) up to $2,534,081.00, in the aggregate, of losses arising out of CGL’s
Servicing Portfolio, and (iv) up to $2,500,000.00, in the aggregate, of professional
fees incurred in connection with the Transaction,


 


plus


 


(d)           to the extent deducted in calculating
Net Income, and to the extent prefunded or to be funded by CGL, the following,
to be deducted for calendar year 2009 only


 

















 


 


(1) up to $1,000,000, in the aggregate, of
operating deficits assumed by WDLLC in respect of CGL’s FHA lending operation,
and (ii) up to $1,000,000.00, in the aggregate, of non-cash leasing expenses.


 


plus


 


(e)          to the extent deducted in calculating Net Income, an amount
equal to any Passed-Through Interest Distributions made during the applicable
Measurement Period.


 


minus


 


(f)          to the extent included in calculating Net Income, (i) capitalized
amounts attributable to origination of Servicing Contract rights and (ii) cash
received under the Rate Cap Agreement and any unrealized gains under the Rate
Cap Agreement.


 


2.             Obligor
Group Acknowledgments. Each member of the Obligor Group acknowledges,
confirms and agrees that:


 


(a)           Except as provided herein, the terms and conditions of the
Credit Agreement and the other Loan Documents (each, as previously amended to
the date hereof) remain in full force and effect, and each hereby (x) ratifies,
confirms and reaffirms all and singular of the terms and conditions of the
Credit Agreement and the other Loan Documents applicable to such Person, and (y) represents
and warrants that:


 


(i)            no Default or Event
of Default exists as of the date such Person executes this Amendment, nor will
a Default or Event of Default exist as of the Effective Date.


 


(ii)           the representations
and warranties made by, or with respect to, each such Person in the Credit
Agreement and the other Loan Documents are true and correct as of the date
hereof as if remade herein, and will be true and correct as of the Effective
Date, except as to (1) matters which speak to a specific date, and (2) changes
in the ordinary course to the extent permitted and contemplated by the Credit
Agreement.


 


(iii)          each such Person
has the power and authority and legal right to execute, deliver and perform
this Amendment, has taken any necessary action to authorize the execution,
delivery, and performance of this Amendment, and the individual executing and
delivering this Amendment on behalf of such Person is duly authorized to do so.


 


(iv)          this Amendment has
been duly executed and delivered on behalf of such Person and constitutes the
legal, valid and binding obligation of such Person, enforceable against such
Person in accordance with its terms, subject to the effect of applicable
bankruptcy and other similar laws affecting the rights of creditors generally
and the effect of equitable principles whether applied in an action at law or a
suit in equity.


 


(b)           This Amendment constitutes a Loan Document, and the
Obligations include the Obligations as amended by this Amendment.


 


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(c)          Such Person has no defenses, set offs
or counterclaims with respect to any of its obligations to the Lenders, and
hereby releases, waives, and forever relinquishes all claims, demands,
obligations, liabilities, and causes of action whatever kind or nature, whether
known or unknown, which it has or may have as of the date hereof and as of the
Effective Date against the Administrative Agent, the Collateral Agent, and/or any
of the Lenders, or their respective affiliates, officers, directors, employees,
agents, attorneys, independent contractors, and predecessors, together with
their successors and assigns, directly or indirectly arising out of or based
upon any matter connected with the Credit Agreement or the administration
thereof or the obligations created thereby.


 


3.             Conditions Precedent. This Amendment shall be
effective upon the satisfaction by the Obligor Group of, or written waiver by
the Administrative Agent of, the following conditions and any other conditions
set forth in this Amendment, by no later than 5:00 p.m. on the date set
forth above (or such later date as may be set forth below as to any particular
item), as such date may be extended in writing by the Administrative Agent, in
its sole discretion (with the date, if at all, by which such conditions have
been satisfied or waived being referred to herein as, the “Effective Date”),
failing which this Amendment and all related documents shall be null and void
at the option of the Administrative Agent:


 


(a)           Delivery
to the Administrative Agent of the following:


 


(i)            This Amendment, duly executed by
each member of the Obligor Group,


 


(ii)           Such other documents as the
Administrative Agent or Collateral Agent reasonably may require, duly executed
and delivered.


 


(b)           No
Default or Event of Default shall have occurred and be continuing.


 


(c)           In addition to all other expense payment and reimbursement
obligations of the Obligor Group under the Credit Agreement and other Loan
Documents, the Borrower will, promptly following its receipt of an appropriate
invoice therefor, pay or reimburse the Agents for all of its reasonable out of
pocket costs and expenses (including, without limitation, reasonable attorneys’
fees and expenses and disbursements) incurred in connection with the
preparation of this Amendment and any other documents in connection herewith
and the matters addressed in and contemplated by, this Amendment


 


4.                Miscellaneous.


 


(a)           The Borrower shall promptly pay upon receipt
of an invoice or statement therefor the reasonable attorneys’ fees and expenses
and disbursements incurred by the Agents in connection with this Amendment.


 


(b)           The terms and provisions of this
Amendment shall modify and supersede all inconsistent terms and provisions of
the Credit Agreement and the documents related thereto and, except as expressly
modified by this Amendment, the terms and provisions of the Credit Agreement
and such other documents are ratified and confirmed and shall continue in full
force and effect.


 


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(c)          This Amendment shall be governed in
accordance with the internal laws of the Commonwealth of Massachusetts (without
regard to conflict of laws principles) as an instrument under seal.


 


(d)         This Amendment may be executed in one or more counterparts,
each of which when so executed shall be deemed to be an original, but all of
which when taken together shall constitute one and the same instrument.  Signatures transmitted electronically
(including by fax or e-mail) shall have the same legal effect as originals, but
each party nevertheless shall deliver original signed counterparts of this
Amendment to each other party if so requested by such other party.


 


(e)          This Amendment constitutes the complete agreement among the
Obligor Group and the Credit Parties with respect to the subject matter hereof
and thereof and supersedes all prior agreements and understanding relating to
the subject matter of this Amendment, and may not be modified, altered, or
amended except in accordance with the Credit Agreement.


 


(f)          Time is of the essence with respect to
all aspects of this Amendment. 


 


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of page intentionally left blank]


 


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Executed as a sealed instrument as of the date first above written.


 


	
   

  	
  GPF ACQUISITION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Walker & Dunlop GP, LLC, its Managing
  Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  	
   

  
	
   

  	
  Title: 

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP MULTIFAMILY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  	
   

  
	
   

  	
  Title: 

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP GP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  	
   

  
	
   

  	
  Title: 

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  GREEN PARK FINANCIAL LIMITED PARTNERSHIP 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Walker & Dunlop GP, LLC, its Managing General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  	
   

  
	
   

  	
  Title: 

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  	
   

  
	
   

  	
  Title: 

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  	
   

  
	
   

  	
  Title: 

  	
  President and Chief Executive Officer

  



 


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  BANK OF AMERICA, N.A., as
  Administrative Agent, Collateral Agent, and a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jane E.
  Huntington

  	
   

  
	
   

  	
  Name:

  	
  Jane E.
  Huntington

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary Jo Reiss

  	
   

  
	
   

  	
  Name:

  	
  Mary Jo Reiss

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


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