Exhibit
10.26


 


FOURTH AMENDMENT TO AMENDED AND RESTATED
WAREHOUSING

CREDIT AND SECURITY AGREEMENT


 


THIS FOURTH AMENDMENT TO AMENDED AND RESTATED
WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as
of November 29, 2010, by and among WALKER & DUNLOP, LLC (the “Borrower”),
BANK OF AMERICA, N.A., as credit agent (the “Credit Agent”), and the
lenders party hereto (the “Lenders”). 
Capitalized terms used herein without definition have the meanings
specified therefor in that certain Amended and Restated Warehousing Credit and
Security Agreement dated as of October 15, 2009, among the Borrower, the
Credit Agent, and the Lenders, as amended (the “Loan Agreement”).


 


R E C I T A L S


 


A.                                   The Borrower, the Credit Agent, and the Lenders desire to further amend
the Loan Agreement on, and subject to, the terms and conditions set forth
herein.


 


B.                                     In addition, the Borrower has informed the Credit Agent and the Lenders
that the Borrower has formed W&D Balanced Real Estate Fund I GP, LLC (“Fund
GP”) and Green Park Express, LLC (“GPFE”) as Subsidiaries, and has
requested that the Credit Agent and the Lenders waive any Event of Default
under Section 8.3 of the Loan Agreement resulting therefrom and consent to
the continuation of Fund GP and GPFE as Subsidiaries of the Borrower, and the
Credit Agent and the Lenders have agreed to provide the requested waiver 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.                                       Amendments.  Effective as of the Effective Date, the Loan
Agreement is amended as follows:


 


(a)                                  Clause (a) of Section 1.2 of the Loan Agreement is hereby
amended by replacing the date “November 29, 2010” where it appears therein
with the date “November 28, 2011.”


 


(b)                                 Section 13.1 of the Loan Agreement is hereby amended by deleting
the following definition in its entirety, and replacing it with the following:


 


“Applicable Margin”
means (a) for LIBOR Loans, 2.50%, and (b) for Base Rate Loans, 2.50%.


 


(c)                                  Exhibits C and L to the Loan
Agreement are hereby deleted in their entirety and replaced with the forms of Exhibits
C and L annexed hereto.


 


2.                                       Consent and Waiver.  On and subject to the terms and conditions
set forth in this Agreement, as of the Effective Date the Credit Agent and the
Lenders consent to, and waive any 


 

















 


Event of Default caused by,
the prior formation by the Borrower of Fund GP and GPFE as Subsidiaries, and
consent to Fund GP and GPFE remaining as direct, wholly-owned Subsidiaries of
the Borrower; provided, however (i) no
funds of any kind shall be made available to, or for the benefit or the account
of, GP Fund or GPFE by the Borrower or any direct or indirect holder of any
Equity Interests in the Borrower, whether by way of capital contribution or
other equity investment, loan, or otherwise, after the date of this Agreement
(whether or not the Effective Date occurs), and (ii) for the purposes of
the Loan Agreement, including, without limitation for the determination of
compliance with the financial covenants set forth in Section 8 of the Loan
Agreement, Fund GP and GPFE, including the Borrower’s investment therein and
all related income and expenses, shall be disregarded as a Subsidiaries of the
Borrower and excluded from all financial statements and reports of the
Borrower.


 


3.                                       Acknowledgments by Borrower.  The Borrower acknowledges, confirms and
agrees that:


 


(a)                                  This Amendment is a Loan Document, and all references in any Loan
Document to the Borrower’s Obligations shall mean and include the Obligations
as amended by this Amendment.


 


(b)                                 Except as provided herein, the terms and conditions of the Loan Agreement
and the other Loan Documents remain in full force and effect, and the Borrower
hereby (x) ratifies, confirms and reaffirms all and singular of the terms
and conditions of the Loan Agreement and the other Loan Documents, and (y) represents
and warrants that:


 


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


 


(ii)                                  the representations and warranties made by the Borrower in the Loan Agreement
and the other Loan Documents are true and correct as of the date hereof, and
will be true and correct as of the Effective Date, except as to (1) matters
which speak to a specific date, (2) changes in the ordinary course to the
extent permitted and contemplated by the Loan Agreement, and (3) as
reflected in the updated Exhibits annexed to this Amendment.


 


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


 


(iv)                              this Amendment constitutes the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms,
subject to the effect of applicable bankruptcy and other similar laws affecting
the 


 


2

















 


rights
of creditors generally and the effect of equitable principles whether applied
in an action at law or a suit in equity.


 


(v)                                 Exhibits D, E, F, G, H, J, and K
attached hereto are true, correct, and complete updates as of the Effective
Date of the corresponding Exhibits to the Loan Agreement.


 


(c)                                  The Borrower shall promptly pay upon receipt of an invoice or statement
therefor the reasonable attorneys’ fees and expenses and disbursements incurred
by the Credit Agent and the Lenders in connection with this Amendment and any
prior matters involving the Loan.


 


(d)                                 The Borrower acknowledges that it has no defenses, set offs or
counterclaims with respect to any of its obligations to the Credit 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 Credit Agent or any Lender, 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 Loan Agreement or the administration thereof or the obligations
created thereby (including pursuant to this Amendment).


 


4.                                       Conditions Precedent.  This Amendment shall be effective upon the
satisfaction by the Borrower of, or written waiver by the Credit Agent and the
Lenders of, the following conditions and any other conditions set forth in this
Amendment, by no later than 4:00 p.m. (Boston time) on the date of this
Amendment, as such time and date may be extended in writing by the Credit Agent
and the Lenders, in their 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 Credit Agent and the Lenders:


 


(a)                                  Delivery by the Borrower to the Credit Agent and each Lender of the
following:


 


(i)                                     This Amendment, duly executed by the Borrower, the Credit Agent and each
Lender.


 


(ii)                                  Such certificates of resolutions or other actions, incumbency
certificates and/or other certificates of an authorized officer the Borrower as
the Credit Agent may require evidencing (A) the authority of the Borrower
to enter into this Amendment and any other documents to be executed and
delivered in connection herewith, and (B) the identity, authority and
capacity of each officer of the Borrower authorized to act on its behalf in
connection with this Amendment and the other Loan Documents.


 


3

















 


(iii)                               A copy of the Operating Agreement of the Borrower, as amended and in
effect as of the Effective Date certified by an appropriate officer thereof.


 


(iv)                              An opinion of counsel to the Borrower in form and substance satisfactory
to the Credit Agent.


 


(v)                                 Such other documents as the Credit Agent or any Lender reasonably may
require, duly executed and delivered.


 


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


 


(c)                                  The representations and warranties of the Borrower contained in this
Agreement or in any document, instrument, or agreement delivered or to be
delivered in connection with this Agreement (i) shall have been true and
correct in all material respects on the date that such representations and
warranties were made, and (ii) shall be true and correct in all material
respects on the Effective Date as if made on and as of such date.


 


(d)                                 In addition to all other expense payment and reimbursement obligations
of the Borrower under the Loan Agreement and other Loan Documents, the Borrower
will, promptly following their receipt of an appropriate invoice therefor, pay
or reimburse the Credit Agent and each Lender for all of their respective
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.


 


(e)                                  The Borrower shall have executed and delivered to (i) the Credit
Agent, and (ii) the Lenders, separate Fee Letters, in form and substance
acceptable to the Credit Agent and the Lenders, respectively, and the Credit
Agent and the Lenders shall have received payment in immediately available
funds of all amounts payable thereunder in connection with this Amendment.


 


5.                                       Miscellaneous.


 


(a)                                  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.


 


(b)                                 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, upon request.


 


4

















 


(c)                                  This Amendment constitutes the complete agreement among the Borrower,
the Credit Agent, and the Lenders with respect to the subject matter of this
Amendment 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 Loan Agreement.


 


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


 


[Remainder of page intentionally left
blank]


 


5

















 


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


 


 


	
   

  	
  WALKER
  & DUNLOP, LLC

  
	
   

  	
   

  
	
   

  	
  By
  

  	
  /s/
  William M. Walker

  
	
   

  	
  Name:
  

  	
  William
  M. Walker

  
	
   

  	
  Title:
  

  	
  President
  and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Jane E. Huntington

  
	
   

  	
  Name:

  	
  Jane
  E. Huntington

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TD
  BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  William J. Olsen

  
	
   

  	
  Name:

  	
  William
  J. Olsen

  
	
   

  	
  Title:

  	
  S.V.P.

  



 


Signature
page to Fourth Amendment to Amended and Restated Warehousing Credit and
Security Agreement


 














 


EXHIBIT C


 


ELIGIBLE LOANS AND OTHER ASSETS


 


Walker & Dunlop LLC


 


LIMITATIONS ON WAREHOUSING ADVANCES
AGAINST MORTGAGE LOANS


 


Lenders’ obligation to make Warehousing Advances under
the Agreement is subject to the following limitations:


 


1.             No
Warehousing Advance will be made against any Mortgage Loan that has been
previously sold or pledged to obtain financing (whether or not such financing
constitutes Indebtedness) under another warehousing financing arrangement or a
gestation agreement.


 


2.             No
Warehousing Advance will be made against any Mortgage Loan that Credit Agent
believes may be based on untrue, incomplete or inaccurate or fraudulent
information or may otherwise be subject to fraud.


 


3.             No
Warehousing Advance will be made against a Mortgage Loan if the Warehousing
Advance will exceed the Advance Rate applicable to that type of Eligible Loan
at the time it is pledged.


 


4.             No
Warehousing Advance will be made against any Third Party Originated Loan.


 


5.             No
Warehousing Advance will be made against a Special Fannie Mae Mortgage Loan
unless (A) no Person other than Lenders has an outstanding advance to
Borrower against the related Master Credit Facility Agreement,  and (B) the related Mortgage Note is in
the possession of Credit Agent or a Person other than Borrower or an Affiliate
of Borrower, subject to an appropriate bailee arrangement acceptable to Credit
Agent, for the benefit of Credit Agent (as agent for Lenders).


 


6.             No
Warehousing Advance will be made against an FHA Construction Mortgage Loan
unless (a) Credit Agent has at one time had or will obtain (as provided in
Exhibit B-  FHA/GNMA)
possession of the related Mortgage Note, and (b) the related Mortgage Note
is in the possession of a Person other than the Borrower or an Affiliate of the
Borrower, subject to an appropriate bailee arrangement acceptable to Credit
Agent, for the benefit of Credit Agent (as agent for Lenders).


 


ELIGIBLE LOANS AND TERMS OF
WAREHOUSING ADVANCES


 


Subject to compliance with the terms and limitations
set forth below, and the terms, representations and warranties and the
covenants in the Agreement (including applicable 


 


1

















 


Exhibits), each of the following Mortgage Loans is an
Eligible Loan for purposes of the Agreement:


 


1.             Fannie
Mae DUS Mortgage Loan


 


(a)           Definition:   A permanent Mortgage Loan on a Multifamily
Property originated by a Borrower  under
Fannie Mae’s Delegated Underwriting and Servicing Guide.


 


(b)           Subordinate
Mortgage Loan:  Only Second Mortgage
Loans and Third Mortgage Loans permitted.


 


(c)           Committed/Uncommitted:
Purchase Commitment required.


 


(d)           Advance
Rate: 100% of the lesser of (i) the Mortgage Note Amount or  (ii) the Committed Purchase
Price.


 


(e)           Warehouse
Period: 45 days for cash transactions. 45 days for an Agency Security
issued by Fannie Mae.


 


(f)            Shipped
Period: 45 days for cash transactions. 45 days for an Agency Security
issued by Fannie Mae.


 


2.             Special
Fannie Mae Mortgage Loan


 


(a)           Definition:
A permanent Mortgage Loan on one or more Multifamily Properties originated by a
Borrower under a Master Credit Facility Agreement and evidenced by one or more
Mortgage Notes in the possession of Credit Agent (or a bailee for the benefit
of Credit Agent, as agent for Lenders) or Fannie Mae (under an applicable
bailee or other arrangement recognizing Credit Agent’s first priority security
interest therein, as agent for Lenders).


 


(b)           Subordinate
Mortgage Loan: Not permitted.


 


(c)           Committed/Uncommitted:
Purchase Commitment required.


 


(d)           Advance
Rate: 100% of the lesser of (i) the Mortgage Note Amount or  (ii) the Committed Purchase
Price.


 


(e)           Warehouse
Period: 45 days for cash transactions. 45 days for an Agency Security
issued by Fannie Mae.


 


(f)            Shipped
Period: 45 days for cash transactions. 45 days for an Agency Security
issued by Fannie Mae.


 


3.             Other
Fannie Mae Mortgage Loan


 


(a)           Definition:
A permanent Mortgage Loan originated by Borrower on a Multifamily Property 


 


2

















 


covered by a Purchase Commitment issued by Fannie Mae,
other than (i) a Fannie Mae DUS Mortgage Loan or (ii) a Special
Fannie Mae Mortgage Loan.


 


(b)           Subordinate
Mortgage Loan: Not permitted.


 


(c)           Committed/Uncommitted:
Purchase Commitment required.


 


(d)           Advance
Rate: 100% of the lesser of (i) the Mortgage Note Amount or  (ii) the Committed Purchase
Price.


 


(e)           Warehouse
Period: 45 days for cash transactions. 45 days
for an Agency Security issued by Fannie Mae.


 


(f)            Shipped
Period: 45 days for cash transactions. 45 days for an Agency Security issued
by Fannie Mae.


 


4.             FHA
Permanent Mortgage Loan


 


(a)           Definition:
A permanent FHA fully-insured Mortgage Loan secured by a mortgage on a
Multi-Family Property.


 


(b)           Subordinate
Mortgage Loans: Only second mortgage loans permitted.


 


(c)           Committed/Uncommitted:
Purchase Commitment required.


 


(d)           Advance
Rate: 100% of the lesser of (i) the Mortgage Note Amount or  (ii) the Committed Purchase
Price.


 


(e)           Warehouse
Period: 45 days.


 


(f)            Shipped
Period: 45 days.


 


5.             FHA
Construction Mortgage Loan


 


(a)           Definition.
An FHA fully-insured Mortgage Loan for the construction or substantial
rehabilitation of a Multi-Family Property.


 


(b)           Subordinate
Mortgage Loans: Not permitted.


 


(c)           Committed/Uncommitted:
Purchase Commitment required.


 


(d).          Advance
Rate: 100% of the lesser of (i) the Mortgage Note Amount or  (ii) the Committed Purchase
Price.


 


(e)           Warehouse
Period: 45 days.


 


(f).           Shipped
Period: 45 days.


 


3

















 


6.             Freddie
Mac Program Plus Loan


 


(a)           Definition:
Multi-Family Loans sold to Freddie Mac pursuant to the Freddie Mac Program Plus
Seller/Servicer program.


 


(b)           Subordinate
Mortgage Loans: Only Second Mortgage Loans or Third Mortgage Loans
permitted.


 


(c)           Committed/Uncommitted:
Purchase Commitment required.


 


(d).          Advance
Rate: 100% of the lesser of (i) the Mortgage Note Amount or  (ii) the Committed Purchase
Price.


 


(e).          Warehouse
Period: 45 days.


 


(f).           Shipped
Period: 45 days.


 


4














 


Exhibit D


 


Authorized Representatives


 


William
M Walker


Deborah
A Wilson


Debra
Casale


Veronica
Langhofer


Gregory
Florkowski


Judy
DiRienzo


Shanekwa
N. Harrison


Stacy
Kraft


 

















 


Exhibit E


 


Master Credit Facilities


 


	
  UDRT

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MILESTONE

  	
   

  	
  $

  	
  322,113,900

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BENCHMARK

  	
   

  	
  $

  	
  480,030,000

  	
   

  



 

















 


Exhibit F


 


Subsidiaries
of Walker & Dunlop, LLC


 


	
  Subsidiary Name

  	
   

  	
  Address

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Foreign

  Qualifications

  	
   

  	
  Percentage of

  Ownership

  Interests Held

  	
   

  
	
  W&D
  Balanced Real Estate Fund I GP, LLC

  	
   

  	
  7501
  Wisconsin Avenue

  Suite 1200

  Bethesda,
  MD 20814-6531

  	
   

  	
  Delaware

  	
   

  	
  None

  	
   

  	
  100

  	
  %

  
	
  Green
  Park Express, LLC

  	
   

  	
  7501
  Wisconsin Avenue

  Suite 1200

  Bethesda,
  MD 20814-6531

  	
   

  	
  Delaware

  	
   

  	
  California

  	
   

  	
  100

  	
  %

  



 

















 


Exhibit G


 


Assumed Names


 


None.


 

















 


Exhibit H


 


Servicing Portfolio


 


Attached
is the Servicing Portfolio of Walker & Dunlop, LLC as of September 30,
2010.


 

















 


Walker &
Dunlop, LLC


 


Loan
Servicing Portfolio


Portfolio
Size and Number of Loans


 


	
   

  	
   

  	
  September 30, 2010

  	
   

  
	
  Fannie Mae

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fannie Mae-At Risk

  	
   

  	
  5,736,752,237

  	
   

  	
  (949

  	
  )

  
	
  Fannie Mae-No Risk

  	
   

  	
  1,433,510,718

  	
   

  	
  (68

  	
  )

  
	
  Fannie Mae-Modified Risk

  	
   

  	
  2,001,830,486

  	
   

  	
  (145

  	
  )

  
	
  Non-Fannie Mae

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ginnie Mae-HUD

  	
   

  	
  700,940,646

  	
   

  	
  (92

  	
  )

  
	
  Freddie Mac

  	
   

  	
  2,385,979,531

  	
   

  	
  (181

  	
  )

  
	
  CDT

  	
   

  	
  17,107,846

  	
   

  	
  (12

  	
  )

  
	
  Aegon Non-Cashier (Est.)

  	
   

  	
  472,528,911

  	
   

  	
  (29

  	
  )

  
	
  Prudential Mtg Non-Cashier (Est.)

  	
   

  	
  1,611,653

  	
   

  	
  (1

  	
  )

  
	
  PNC Non-Cashier (Est.)

  	
   

  	
  146,541,314

  	
   

  	
  (7

  	
  )

  
	
  Reliastar/ING

  	
   

  	
  12,934,914

  	
   

  	
  (4

  	
  )

  
	
  ING Investment Management

  	
   

  	
  61,392,568

  	
   

  	
  (10

  	
  )

  
	
  SunAmerica/AIG Life Ins. Co.

  	
   

  	
  305,982,535

  	
   

  	
  (15

  	
  )

  
	
  Berkadia (f.k.a Amresco)

  	
   

  	
  1,208,548

  	
   

  	
  (1

  	
  )

  
	
  Berkadia (formerly Capmark/GMAC)

  	
   

  	
  86,918,440

  	
   

  	
  (8

  	
  )

  
	
  Sun Life Assurance of Canada

  	
   

  	
  267,818,983

  	
   

  	
  (50

  	
  )

  
	
  American Equity Investment

  	
   

  	
  59,911,528

  	
   

  	
  (19

  	
  )

  
	
  Nationwide Life Insurance Co.

  	
   

  	
  144,989,925

  	
   

  	
  (10

  	
  )

  
	
  Wachovia Bank

  	
   

  	
  190,047,027

  	
   

  	
  (19

  	
  )

  
	
  Indianapolis Life Ins. Co. (AVIVA)

  	
   

  	
  34,323,093

  	
   

  	
  (3

  	
  )

  
	
  American Investors Life Ins. Co.

  	
   

  	
  94,498,627

  	
   

  	
  (5

  	
  )

  
	
  Ohio National Financial Services

  	
   

  	
  9,020,627

  	
   

  	
  (2

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  14,165,850,157

  	
   

  	
  (1,630

  	
  )

  
							



 

















 


Exhibit J


 


Lines of Credit


 


Amended
and Restated Credit Agreement, dated as of January 30, 2009, by and among
Bank of America, N.A., as Administrative Agent and Collateral Agent, GPF
Acquisition, LLC, as Borrower, Walker & Dunlop Multifamily, Inc.,
Walker & Dunlop GP, LLC and Green Park Financial Limited Partnership,
as Guarantors, and Walker & Dunlop, LLC, as Pledgor, and the Lenders
Party thereto.


 


Warehousing
Credit and Security Agreement, dated as of June 30, 2010, by and between
Walker & Dunlop, LLC, as Borrower, and PNC Bank, N.A.


 


Master
Loan Purchase and Sale Agreement, dated as of March 30, 2010, by and
between Walker & Dunlop, LLC and Kemps Landing Capital Company


 

















 


Exhibit K


 


Foreign Qualifications and Licenses


 


Walker &
Dunlop, LLC Foreign Qualification


 


Alabama,
California, Colorado, Georgia, Illinois, Louisiana, Maryland,
Massachusetts, New Jersey, New York, Ohio, Oklahoma, Texas, Wisconsin


 


Walker &
Dunlop, LLC Mortgage Lender and Mortgage Servicer Licenses


 


Freddie
Mac Multifamily Program Plus Approval


 


Fannie
Mae DUS Authority


 


California
Finance Lender License


 


South
Dakota Lender License


 

















 


EXHIBIT L


 


MISCELLANEOUS FEES AND CHARGES


 


	
  Collateral Handling Fee:

  	
   

  	
  $250.00
  per transaction

  
	
   

  	
   

  	
   

  
	
  Annual Base Custody Fee:

  	
   

  	
  $3,500

  
	
   

  	
   

  	
   

  
	
  Custody Transaction Fees:

  	
   

  	
  $40.00
  per MBS transaction