Exhibit 10.34


 


FOURTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this “Amendment”) is made as of July 30, 2010, 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 (collectively, the “Obligor
Group”), Bank of America, N.A., as Administrative Agent and Collateral
Agent (the “Administrative Agent”), and the lenders party hereto (the “Lenders”),
as amended (the “Credit  Agreement”).
Capitalized terms used herein without definition have the meanings specified
therefor in that certain Amended and Restated Credit Agreement dated as of January 30,
2009, by and among the Obligor Group, the Administrative Agent, and the
Lenders.


 


RECITALS


 


The Obligor Group, the Administrative Agent,
and the Lenders desire to amend the Credit Agreement on 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:


 


2.           Amendment.
Effective as of the Effective Date (as hereafter defined), the Credit Agreement
is amended by deleting Section 7.14(g) thereof in its entirety and
replacing it with the following:


 


“(g) Permit (i) the aggregate
unpaid principal amount of Fannie Mae DUS Mortgage Loans comprising WDLLC’s
Servicing Portfolio which are sixty (60) or more days past due or otherwise in
default at any time to exceed two percent (2%) of the aggregate unpaid
principal balance of all Fannie Mae DUS Mortgage Loans comprising WDLLC’s
Servicing Portfolios at such time, or (ii) the aggregate unpaid principal
amount of At Risk Mortgage Loans comprising WDLLC’s Servicing Portfolio which
are sixty (60) or more days past due or otherwise in default to increase from
the last day of a Fiscal Quarter to the last day of the following Fiscal Quarter
(with each such last day of each such following Fiscal Quarter being referred
to herein as a “Measurement Date”) by more than (x) with respect to
Measurement Dates occurring prior to June 30, 2010, one-half percent
(0.5%), and (y) with respect to Measurement Dates occurring on and after June 30,
2010, one percent (1.0%).”


 


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


 


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


 


(b)           Except as provided
herein, the terms and conditions of the Credit Agreement and the other Loan
Documents 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)            After
giving effect to this Amendment, 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.


 


(c)           Upon
receipt of an invoice or statement therefor, the reasonable attorneys’ fees and
expenses and disbursements incurred by the Administrative Agent and the Lenders
in connection with this Amendment shall be paid.


 


(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 (including pursuant to this
Amendment).


 


4.             Conditions
Precedent. This Amendment shall be effective upon the satisfaction by the
Obligor Group of, or written waiver by the Administrative 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


 


2

















 


writing by the Administrative 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 Administrative Agent and the Lenders:


 


(a)           Delivery
to the Administrative Agent and each Lender of the following:


 


(i)            This
Amendment, duly executed by each member of the Obligor Group, and by the
Administrative Agent and each Lender, and


 


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


 


(b)           The Borrower shall have paid to the
Administrative Agent, for the account of the Lenders to be shared equally by
the Lenders, a non-refundable, fully earned amendment fee in the amount of
$10,000.00.


 


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


 


(d)           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 Administrative
Agent and the Lenders 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


 


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.


 


(c)           This Amendment
constitutes the complete agreement among the Obligor Group and the Credit
Parties 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 Credit Agreement.


 


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


 


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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:

  	
  President & CEO

  
	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP MULTIFAMILY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  President & CEO

  
	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP GP, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  President & CEO

  
	
   

  	
   

  
	
   

  	
  GREEN PARK FINANCIAL LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: Walker & Dunlop GP, LLC, its
  Managing General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  President & CEO

  
	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  President & CEO

  
	
   

  	
   

  
	
   

  	
  WALKER & DUNLOP, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Walker

  
	
   

  	
  Name:

  	
  William M. Walker

  
	
   

  	
  Title: 

  	
  President & CEO

  
				



 


Signature page to Fourth Amendment - page 1 of 2


 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, successor
  to 

  NATIONAL CITY BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tend Wyde

  
	
   

  	
  Name:

  	
  Tend Wyde

  
	
   

  	
  Title: 

  	
  Vice President

  



 


Signature page to
Fourth Amendment - page 2 of 2