Exhibit 10.32


 


SECOND
AMENDMENT AND CONSENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT AND CONSENT TO CREDIT
AGREEMENT (this “Agreement”) is made as of October 2, 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.


 


R E C I T A L S


 


The Loan Parties and WDLLC (collectively, the
“Obligor Group”) have requested that the Administrative Agent and the
Lenders (a) consent to (i) certain amendments to the Amended and
Restated Operating Agreement of WDLLC dated January 30, 2009 (the “WDLLC  Agreement”) pursuant to Amendment
No. 1, Amendment No. 2 and Amendment No. 3 thereto,
respectively, to be in substantially the forms of Exhibits A, and B
and C annexed hereto (the “LLC Agreement Amendments”), and
(ii) as required pursuant to the definitions of Normal Warehousing Line
and Supplemental Warehousing Line in the Credit Agreement, the amendment and
restatement of the Warehousing Agreement to, among other things, permanently
increase to $100,000,000 the maximum revolving credit limit thereunder (the “Warehousing
Line Amendment and Restatement”), and (b) 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.                                       Consents.
Subject to the terms and conditions set forth in this Agreement, the
Administrative Agent and the Lenders hereby consent to the LLC Agreement
Amendments and the Warehousing Line Amendment and Restatement. To the extent
required pursuant to any applicable provisions of the Credit Agreement, no
consent to any other amendments to or modifications or waivers of any
provisions of the WDLLC Agreement, or of the Warehousing Agreement are to be
inferred from the within consents. Any such further amendments, modifications,
or waivers shall be subject to all applicable provisions of the Credit
Agreement.


 


2.                                       Amendment
to Credit Agreement. Effective as of the Effective Date (as hereafter
defined), the Credit Agreement is hereby amended as follows:


 


(a)                                  Section 1.01
is hereby amended by adding the following definition in the appropriate
alphabetical order:


 


“Second
Amendment Effective Date” means the “Effective Date” as defined in that
certain Second Amendment and Consent to this Agreement dated as of
October 2, 2009.


 


(b)                                 Section 7.06(a) is
hereby amended by adding the following text immediately prior to the semi-colon
appearing at the end thereof:


 

















 


“ or, from and after the Second Amendment
Effective Date, as in effect on the Second Amendment Effective Date, as
applicable”


 


3.                                       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)                                          other than
pursuant to the LLC Agreement Amendments as of the Effective Date, the WDLLC
Agreement has not been amended, nor any provisions thereof modified or waived.


 


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


 


(iii)                                    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.


 


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


 


(v)                                      this Agreement
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)                                 By
granting the consents set forth in Section 1 hereof, the Administrative
Agent and the Lenders are not consenting to any other or subsequent amendment
to, or modification or waiver of any other provisions of, the WDLLC Agreement
or the Warehousing Agreement, or to any waiver of the strict application of all
applicable provisions of the Credit Agreement and the other Loan Document.


 


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


 


2

















 


(d)                                 Such
Person has no defenses, set offs or counterclaims with respect to any of its
obligations to the Administrative Agent, the Collateral Agent, or 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.


 


4.                                       Conditions
Precedent. This Agreement 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 Agreement, by
no later than 5:00 p.m. on the date set forth above, 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
Agreement 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
Agreement, duly executed by each member of the Obligor Group,


 


(ii)                                       Copies
of fully executed counterparts of the WDLLC Agreement Amendments, and


 


(iii)                                    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 their 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
Agreement and any other documents in connection herewith and the matters
addressed in and contemplated by, this Agreement


 


5.                                   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 Agreement.


 


(b)                                 The
terms and provisions of this Agreement 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 Agreement, the terms and
provisions of


 


3

















 


the Credit Agreement and such other documents
are ratified and confirmed and shall continue in full force and effect.


 


(c)                                  This
Agreement 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
Agreement 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 Agreement to each other party if so requested by such
other party.


 


(e)                                  This
Agreement 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 Agreement, 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 Agreement. 


 


[Remainder of page intentionally left blank]


 


4

















 


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, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  President and Chief Executive Officer

  



 


S-1

















 


	
   

  	
  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

  



 


S-2














 


EXHIBIT A


 


AMENDMENT
NO. 1


TO THE


AMENDED
AND RESTATED OPERATING AGREEMENT OF


WALKER &
DUNLOP, LLC


 


THIS
AMENDMENT NO. 1 (“Amendment”) to the Amended
and Restated Operating Agreement of Walker & Dunlop, LLC, a Delaware
limited liability company (the “Company”), dated January 30, 2009
(the “Operating Agreement”), is entered into by and among Green Park
Financial Limited Partnership (“GPF”), Walker & Dunlop, Inc.
(“W&D”), Column Guaranteed LLC (“CGL”), Walker &
Dunlop II, LLC (“Employee LLC”) and such other Persons who may be
admitted as Members pursuant to the Operating Agreement from time to time, and
is effective as of the        day of
            , 2009.
All capitalized terms used and not otherwise defined herein shall have the
meanings set forth in the Operating Agreement.


 


RECITALS


 


WHEREAS,
the Company is party to that certain Amended and Restated Credit Agreement,
dated as of January 30, 2009, among GPF Acquisition, LLC (as Borrower
thereunder), Walker & Dunlop Multifamily, Inc., and Walker &
Dunlop GP, LLC (as Guarantors thereunder), GPF, W&D and the Company (as
Pledgors thereunder), each lender from time to time party thereto, and Bank of
America, N.A. (as Administrative Agent and Collateral Agent thereunder) (the “Credit
Agreement”);


 


WHEREAS,
GPF, W&D, CGL and Employee LLC have each pledged and granted a security
interest in the Units owned by it to secure, in part, the obligations of the
Borrower under the Credit Agreement (the “Pledge”) and in connection
therewith the Company has entered into Control Agreements, dated as of January 30,
2009, with the Collateral Agent (the “Control Agreements”);


 


WHEREAS,
Section 11.2.1 of the Operating Agreement contains restrictions on the
transfer of Employee LLC Units;


 


WHEREAS,
the Company and the Members desire (i) to amend Section 11.2.1 of the
Operating Agreement to permit the transfer of the Employee LLC Units in
connection with the Pledge, (ii) to amend the Operating Agreement to
designate the Units as “securities” for purposes of the Uniform Commercial Code
and (iii) to ratify and confirm the Control Agreements;


 


WHEREAS,
Section 15.4.1 of the Operating Agreement provides that the Operating
Agreement may be amended at any time with the written consent of the Company
and for so long as the CGL Members have an aggregate Common Sharing Percentage
of at least 15%, Common Members who are the record owners of at least 75% of
the then issued and outstanding Units; and


 


WHEREAS,
GPF, W&D, CGL and Employee LLC are the record owners of all of the issued
and outstanding Units.


 

















 


NOW,
THEREFORE, in consideration of the foregoing and of
good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby consent and agree as follows:


 


1.     Amendment to Article XI. Section 11.2.1
of the Operating Agreement is hereby amended and restated in its entirety as
follows:


 


“11.2.1. Employee LLC Units may not be
Transferred; provided, however, any
Member may pledge its Employee LLC Unit to secure the Retained GPF Debt
(including any extensions, modifications or refinancing thereof effected at the
request of the Board of Managers) and may Transfer its Employee LLC Units to
such lenders in the event of the foreclosure of such pledge or any purchaser in
such foreclosure.”


 


2.     Amendment to Article XV. Section 15.16
is hereby added to the Operating Agreement as follows:


 


“Section 15.16 UCC Article 8.
The Company and the Members hereby opt into Article 8 of the UCC and the
Units shall be deemed “securities” for purposes of UCC compliance only. The act
of opting into Article 8 of the UCC shall not categorize the Units as
“securities” for any other non-UCC purpose, including, without limitation,
under any federal investment company laws or federal or state securities laws.”


 


3.     Reaffirmation of Control Agreement. The
Company and the Members hereby reaffirm and confirm the Control Agreements and
all obligations and rights thereunder.


 


4.     No Further Amendment. Except as hereby
amended, the Operating Agreement shall remain unchanged and in full force and
effect in accordance with its terms.


 


5.     Headings. The various section headings in
this Amendment are included herein for convenience of reference only, do not
constitute a part of this Amendment for any other purpose, and shall not be
considered in interpreting this Amendment.


 


6.     Severability. In the event one or more of
the provisions of this Amendment is or becomes invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Amendment, and this Amendment
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


7.     Entire Agreement. This Amendment
constitutes the entire understanding and agreement between of the Members with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings between or among the Members
respecting such subject matter.


 


2

















 


8.     Counterparts. This Amendment may be
executed and delivered (including by facsimile transmission or as an attachment
to an electronic mail message in “pdf” or similar format) in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original, but all of which
taken together shall constitute one and the same Amendment.


 


[Signature
Page Follows]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment on the day and year first above written.


 


THE COMPANY:


 


	
   

  	
  WALKER &
  DUNLOP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  President
  and Chief Executive Officer

  



 


MEMBERS:


 


	
   

  	
  GREEN PARK
  FINANCIAL LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Walker &
  Dunlop GP, LLC, its Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  Managing
  Member

  



 


	
   

  	
  WALKER &
  DUNLOP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 


	
   

  	
  COLUMN
  GUARANTEED LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Anand N. Gajjar

  
	
   

  	
  Title:

  	
  Authorized
  Person

  



 


	
   

  	
  WALKER &
  DUNLOP II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Green Park
  Financial Limited Partnership, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Walker &
  Dunlop GP, LLC, its Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  Managing
  Member

  



 


4

















 


EXHIBIT B


 


AMENDMENT
NO. 2


TO THE


AMENDED
AND RESTATED OPERATING AGREEMENT OF


WALKER &
DUNLOP, LLC


 


THIS
AMENDMENT NO. 2 (“Amendment”) to the Amended
and Restated Operating Agreement of Walker & Dunlop, LLC, a Delaware
limited liability company (the “Company”), dated January 30, 2009,
as amended by Amendment No. 1 dated as of             ,
2009 (the “Operating Agreement”), is entered into by and among Green
Park Financial Limited Partnership (“GPF”), Walker & Dunlop, Inc. (“W&D”),
Column Guaranteed LLC (“CGL”), Walker & Dunlop II, LLC (“Employee
LLC”) and such other Persons who may be admitted as Members pursuant to the
Operating Agreement from time to time, and is effective as of the
      day of             ,
2009. All capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Operating Agreement.


 


RECITALS


 


WHEREAS,
the Company desires to be approved as a lender with the U.S. Department of
Housing and Urban Development (“HUD”);


 


WHEREAS,
in order to be approved as a HUD lender, the Company is required to amend its
Operating Agreement to contain certain provisions required by HUD relating to
vacancies in office and dissolution of the Company (the “HUD Requirements”);


 


WHEREAS,
the Company and the Members desire to amend the Operating Agreement as set
forth herein to satisfy the HUD Requirements;


 


WHEREAS,
Section 15.4.1 of the Operating Agreement provides that the Operating
Agreement may be amended at any time with the written consent of the Company
and for so long as the CGL Members have an aggregate Common Sharing Percentage
of at least 15%, Common Members who are the record owners of at least 75% of
the then issued and outstanding Units; and


 


WHEREAS,
GPF, W&D, CGL and Employee LLC are the record owners of all of the issued
and outstanding Units.


 


NOW,
THEREFORE, in consideration of the foregoing and of
good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby consent and agree as follows:


 


1.     Amendment to Article I. The following
definitions are hereby added to Section 1.1 of the Operating Agreement:


 


“CEO” has the meaning set forth in Section 5.5.


 

















 


“COO” has the meaning set forth in Section 5.5. 


 


“FHA” has the meaning set forth in Section 10.4.


 


2.     Amendment to Article V. Section 5.5
of the Operating Agreement is hereby amended and restated in its entirety as
follows:


 


“Section 5.5 Vacancies in Offices.
A vacancy in any office because of death, resignation, removal,
disqualification or other reason shall be filled in the manner prescribed in
this Article V, or pursuant
to authority delegated, by resolution or order of the Board of Managers. If the
individual who holds the title of Chief Executive Officer (“CEO”) of the
Company is for any reason incapable of performing the duties necessary to
managing the business of the Company, then such individual who holds the title
of Chief Operating Officer (“COO”) will assume the role of CEO and
manage the Company sufficiently and to the best of his or her ability. If, at
any time the foregoing appointee is for any reason incapable of managing the
business of the Company, the person who holds the title of Chief Financial
Officer will assume the role of CEO and manage the Company sufficiently and to
the best of his or her ability.”


 


3.     Amendment to Article X.


 


a) Section 10.2 of the Operating
Agreement is hereby amended and restated in its entirety as follows:


 


“Section 10.2 Dissolution Events.
Subject to Section 10.4, the
Company shall be dissolved and terminated upon the earlier to occur of the
following (each a “Dissolution Event”):


 


(a)           the
Bankruptcy or insolvency of the Company;


 


(b)           the
decision by the Board to dissolve the Company; or


 


(c)           the
dissolution of the Company by judicial decree or operation of law.”


 


b) Section 10.4 is hereby added to the
Operating Agreement as follows:


 


“Section 10.4. HUD Requirement.
The Company shall not dissolve, terminate or cease conducting business-related
activities until all Federal Housing Administration (“FHA”) loans that
the Company holds and/or services are designated to another FHA-approved
mortgagee.”


 


4.     No Further Amendment. Except as hereby
amended, the Operating Agreement shall remain unchanged and in full force and
effect in accordance with its terms.


 


2

















 


5.     Headings. The various section headings in
this Amendment are included herein for convenience of reference only, do not
constitute a part of this Amendment for any other purpose, and shall not be
considered in interpreting this Amendment.


 


6.     Severability. In the event one or more of
the provisions of this Amendment is or becomes invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Amendment, and this Amendment
shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.


 


7.     Entire Agreement. This Amendment
constitutes the entire understanding and agreement between of the Members with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings between or among the Members
respecting such subject matter.


 


8.     Counterparts. This Amendment may be
executed and delivered (including by facsimile transmission or as an attachment
to an electronic mail message in “pdf” or similar format) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same Amendment.


 


[Signature
Page Follows]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment on the day and year first above written.


 


THE COMPANY:


 


	
   

  	
  WALKER &
  DUNLOP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 


MEMBERS:


 


	
   

  	
  GREEN PARK
  FINANCIAL LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Walker &
  Dunlop GP, LLC, its Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  Managing
  Member

  



 


	
   

  	
  WALKER &
  DUNLOP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 


	
   

  	
  COLUMN
  GUARANTEED LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Anand N. Gajjar

  
	
   

  	
  Title:

  	
  Authorized
  Person

  



 


	
   

  	
  WALKER &
  DUNLOP II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Green Park
  Financial Limited Partnership, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Walker &
  Dunlop GP, LLC, its Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  Managing
  Member

  



 


4














 


EXHIBIT C


 


AMENDMENT
NO. 3


TO
THE


AMENDED
AND RESTATED OPERATING AGREEMENT OF


WALKER &
DUNLOP, LLC


 


THIS AMENDMENT
NO. 3 (“Amendment”) to the Amended and Restated
Operating Agreement of Walker & Dunlop, LLC, a Delaware limited
liability company (the “Company”), dated January 30, 2009, as
amended by Amendment No. 1 dated as of            ,
2009 and Amendment No. 2 dated as of            ,
2009 (collectively, the “Operating Agreement”), is entered into by and
among Green Park Financial Limited Partnership (“GPF”), Walker &
Dunlop, Inc. (“W&D”), Column Guaranteed LLC (“CGL”),
Walker & Dunlop II, LLC (“Employee LLC”) and such other Persons
who may be admitted as Members pursuant to the Operating Agreement from time to
time, and is effective as of the         day
of             ,
2009. All capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Operating Agreement.


 


RECITALS


 


WHEREAS, the
Company and the Members desire to amend the Operating Agreement as set forth
herein to provide the Board of Managers greater flexibility in authorizing and
approving Distributions to the Members in accordance with Article IX of
the Operating Agreement;


 


WHEREAS, Section 15.4.1
of the Operating Agreement provides that the Operating Agreement may be amended
at any time with the written consent of the Company and for so long as the CGL
Members have an aggregate Common Sharing Percentage of at least 15%, Common
Members who are the record owners of at least 75% of the then issued and
outstanding Units; and


 


WHEREAS, GPF,
W&D, CGL and Employee LLC are the record owners of all of the issued and
outstanding Units.


 


NOW,
THEREFORE, in consideration of the foregoing and of
good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby
consent and agree as follows:


 


1.     Amendment to Article I. The following
definition is hereby added to Section 1.1 of the Operating Agreement:


 


“Fiscal Quarter” means each three-month
period ending on March 31, June 30, September 30 and December 31
of each Fiscal Year.


 

















 


2.     Amendment to Article IX.


 


a)      Section 9.1.1(c) of
the Operating Agreement is hereby amended and restated in its entirety as
follows:


 


“(c) At the close of each Fiscal
Quarter, GPF shall receive a distribution under this Section 9.1.1(c) equivalent to the excess, if any, of the
aggregate amounts that GPF was entitled to receive for all prior Fiscal
Quarters under Section 9.1.1(a) and (b) (determined
without regard to the limitation in Section 9.1.1(d))
over the aggregate amount that GPF actually received for all prior
Fiscal Quarters under Section 9.1.1 (a),
(b) and (c).”


 


b)      Section 9.1.2 is hereby
added to the Operating Agreement as follows:


 


“9.1.2 Residual Distributions. After
accounting for GPF’s priority distributions and loans under Section 9.1.1 and Section 4.4.3, within 90 days after
the Close of each Fiscal Quarter all remaining Cash Available for Distribution
shall be distributed to the Members in proportion to their Sharing
Percentages.”


 


c)      Section 9.2.6 is hereby
added to the Operating Agreement as follows:


 


“9.2.6 No distributions shall be made
pursuant to this Section 9.2 for
a Fiscal Quarter or Fiscal Year, as applicable, unless and until all distributions
and loans to GPF under Section 9.1.1 and
Section 4.4.3 have been made
for such Fiscal Quarter or Fiscal Year, as applicable.”


 


3.     No Further Amendment. Except as hereby
amended, the Operating Agreement shall remain unchanged and in full force and
effect in accordance with its terms.


 


4.     Headings. The various section headings in
this Amendment are included herein for convenience of reference only, do not
constitute a part of this Amendment for any other purpose, and shall not be
considered in interpreting this Amendment.


 


5.     Severability. In the event one or more of
the provisions of this Amendment is or becomes invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Amendment, and this Amendment
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


6.     Entire Agreement. This Amendment
constitutes the entire understanding and agreement between of the Members with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings between or among the Members
respecting such subject matter.


 


7.     Counterparts. This Amendment may be
executed and delivered (including by facsimile transmission or as an attachment
to an electronic mail message in “pdf” or similar format) in one


 


2

















 


or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, but all of which taken together shall constitute one
and the same Amendment.


 


[Signature
Page Follows]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment on the day and year first above written.


 


THE COMPANY:


 


	
   

  	
  WALKER &
  DUNLOP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 


MEMBERS:


 


	
   

  	
  GREEN PARK
  FINANCIAL LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Walker &
  Dunlop GP, LLC, its Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  Managing
  Member

  



 


	
   

  	
  WALKER &
  DUNLOP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 


	
   

  	
  COLUMN
  GUARANTEED LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Anand N. Gajjar

  
	
   

  	
  Title:

  	
  Authorized
  Person

  



 


	
   

  	
  WALKER &
  DUNLOP II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Green Park
  Financial Limited Partnership, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Walker & Dunlop GP, LLC, its
  Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title:

  	
  Managing
  Member

  



 


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