EX-10.2



 Exhibit 10.2 
 EXECUTION VERSION 
 AMENDMENT NO. 4, INCREMENTAL AMENDMENT AND
JOINDER AGREEMENT 
 AMENDMENT NO. 4, INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this “Agreement”) dated
as of July 23, 2013 relating to the Credit Agreement dated as of November 28, 2012 (as heretofore amended or modified, the “Credit Agreement”) among Walter Investment Management Corp., a Maryland corporation (the
“Borrower”), the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent. 

RECITALS: 

WHEREAS, the Borrower has, by notice to the Administrative Agent dated July 23, 2013 delivered pursuant to Section 2.25(a) of
the Credit Agreement (the “Notice”), a copy of which notice has been delivered to the Lenders and is attached as Exhibit A hereto, requested Incremental Term Loans in an aggregate principal amount of $50,000,000. 

WHEREAS, each financial institution identified on the signature pages hereto as an “Additional Lender” (each, an
“Additional Lender”) has agreed severally, on the terms and conditions set forth herein and in the Credit Agreement, to provide a portion of such Incremental Term Loans and to become, if not already, a Lender for all purposes under
the Credit Agreement. 
 The parties hereto therefore agree as follows: 

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is
defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference
to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Agreement becomes effective, refer to the Credit Agreement as amended hereby. For the avoidance of doubt, after the Incremental
Facility Closing Date (as defined below), any references to “date hereof,” or “date of this Agreement,” in the Credit Agreement, shall continue to refer to November 28, 2012. 

SECTION 2. Tranche B Incremental Term Loans. Subject to and upon the terms and conditions set forth herein, each
Additional Lender party hereto severally agrees to make, on the Incremental Facility Closing Date, a single loan of term loans (each, a “Tranche B Incremental Term Loan”) in Dollars to the Borrower in an amount equal to the
commitment amount set forth next to such Additional Lender’s name in Schedule 1 hereto under the caption “Tranche B Incremental Term Loan Commitment”. 
 SECTION 3. Use of Proceeds. The Tranche B Incremental Term Loans shall be used solely for general corporate purposes, including hedging activities and acquisitions and to pay fees and
expenses incurred in connection with this Agreement and the transactions contemplated hereby. 
 SECTION 4.
Applicable Margin and Interest Periods. The “Applicable Margin” for each Tranche B Incremental Term Loan shall be (a) for Eurodollar Loans, 4.50% per annum and (b) for ABR Loans, 3.50% per annum. The Tranche B
Incremental Term Loans shall be funded on the Incremental Facility Closing Date as Eurodollar Loans and shall have an initial Interest Period that ends on the same date as the Interest Period applicable to the Tranche B Term Loans on the Incremental
Facility Closing Date. 

  
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 SECTION 5. Repayment of Tranche B Incremental Term Loans;
Maturity Date. (a) The Borrower shall pay to the Administrative Agent, a principal amount of the Tranche B Incremental Term Loans in accordance with clause (a)(i) of Section 2.11 of the Credit Agreement (as amended pursuant to
Section 7 below) and, for the avoidance of doubt, commencing on the last Business Day of September, 2013. 
 (b) To
the extent not previously paid, all Tranche B Incremental Term Loans shall be due and payable on the Tranche B Term Loan Maturity Date, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of
payment. 
 (c) All repayments required pursuant to this Section 5 shall be subject to Section 2.16 of the Credit
Agreement, but shall otherwise be without premium or penalty. 
 SECTION 6. Terms of the Tranche B Incremental
Term Loans Generally. The Tranche B Incremental Term Loans shall have identical terms as the Tranche B Term Loans (including, without limitation, with respect to the maturity date, mandatory prepayments, voluntary prepayments, and prepayment
fees and premium) and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Credit Parties or any provisions regarding the rights of the Tranche B Term Lenders, of the
Credit Agreement and the other Credit Documents. Each reference to a “Tranche B Term Loan” or “Tranche B Term Loans” in the Credit Agreement or the other Credit Documents shall be deemed to include the Tranche B Incremental Term
Loans (including, without limitation, for purposes of the definitions of “Adjusted LIBO Rate”, “All-in Yield” and “Repricing Transaction” in Section 1.01 of the Credit Agreement) and all other related terms will
have correlative meanings mutatis mutandis. The Tranche B Incremental Term Loans, as Tranche B Term Loans, shall also constitute “Term Loans” for all purposes of the Credit Agreement and the other Credit Documents and “First
Lien Indebtedness” for purposes of the Credit Agreement. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Tranche B Incremental Term Loans shall be considered an increase in the Tranche B Term Loans
under the Credit Agreement and shall not be considered a separate tranche of Indebtedness under the Credit Agreement. 

SECTION 7. Amendments to Credit Agreement. Effective on and as of the Incremental Facility Closing Date,
Section 2.11 of the Credit Agreement is hereby amended by replacing “$21,790,433.20” in clause (a)(i) with “22,439,783.62”. 
 SECTION 8. Representations of the Borrower. The Borrower represents and warrants that: 
 (a) each of the representations and warranties made by any Credit Party in or pursuant to the Credit Documents is true and correct in all material respects on and as of the Incremental Facility Closing
Date after giving effect hereto and to any extension of credit requested to be made on the Incremental Facility Closing Date as if made on and as of such date (except to the extent such representations and warranties are specifically made as of an
earlier date, in which case such representations and warranties were true and correct in all material respects as of such date) (for purposes of this representation and warranty, the reference to “Closing Date” in Section 3.05(c) of
the Credit Agreement shall be deemed to refer to the Incremental Facility Closing Date and such representation shall be made after giving effect to the Tranche B Incremental Term Loans made on the Incremental Facility Closing Date); 

  
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 (b) no Default or Event of Default was continuing on the date of the Notice
and no Default or Event of Default has occurred and is continuing on and as of the Incremental Facility Closing Date after giving effect hereto and to any extension of credit requested to be made on the Incremental Facility Closing Date; 

(c) each Credit Party has the power and authority to execute, deliver and perform its obligations under this Agreement and
under each of the Credit Documents as amended or supplemented hereby to which it is a party, and, in the case of the Borrower, to make the borrowing contemplated hereunder, and has taken all necessary action to authorize the execution, delivery and
performance by it of this Agreement and each Credit Document as amended or supplemented hereby. Each Credit Party has duly executed and delivered this Agreement, and this Agreement and each Credit Document as amended or supplemented hereby
constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought by proceeding in equity or at law); 
 (d) no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the
Incremental Facility Closing Date and which remain in full force and effect on the Incremental Facility Closing Date), or exemption or other action by, any Governmental Authority is required to be obtained or made by, or on behalf of, any Credit
Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, the execution, delivery and performance of this Agreement or any Credit Document as amended or supplemented hereby or the legality,
validity, binding effect or enforceability of this Agreement or any such Credit Document as amended or supplemented hereby; 
 (e) the execution, delivery and performance of this Agreement and of the other Credit Documents as amended or supplemented hereby, the borrowings hereunder and the use of the proceeds thereof will not
(i) contravene any provision of any material law, statute, rule or regulation or any order, writ, injunction or decree of any court or Governmental Authority, (ii) require any consent under, or violate or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or give rise to any right to accelerate or to require the prepayment, repurchase of redemption of any obligation under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of any Credit Party or any of its Subsidiaries pursuant to the terms of the Credit Agreement or any material indenture, mortgage, deed of trust, other credit agreement or
loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be subject, or
(iii) violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party or any of its
Subsidiaries; 
 (f) after giving effect to the borrowing of the Tranche B Incremental Term Loans, (i) the
First Lien Leverage Ratio will not exceed 3.00 to 1.00 as of the last day of the most recently ended Calculation Period, (ii) the Borrower will be, determined as of the last day of the most recently ended Calculation Period, in compliance with
the financial covenants contained in Sections 6.08 and 6.09 of the Credit Agreement and (iii) the Total Leverage Ratio will not exceed 4.00:1.00 as of the last day of the most recently ended Calculation Period, in each case determined on an
Incremental Pro Forma Basis; and 
 (g) the terms of this Agreement comply with the requirements of
Section 2.25 of the Credit Agreement. 

  
 3 








 SECTION 9. Conditions to the Incremental Facility Closing Date. This
Agreement shall become effective as of the first date (the “Incremental Facility Closing Date”) when each of the following conditions shall have been satisfied: 

(a) the Administrative Agent shall have received from the Borrower, each other Credit Party, each Additional Lender and
the Administrative Agent an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; 

(b) the representations and warranties set forth in Section 8 above shall be true and correct on and as of the
Incremental Facility Closing Date after giving effect hereto and to any extension of credit requested to be made on the Incremental Facility Closing Date; 
 (c) no Default or Event of Default shall have occurred and be continuing or shall result from the borrowing of the Tranche B Incremental Term Loans; 

(d) the Administrative Agent shall have received a certificate, dated the Incremental Facility Closing Date and signed by
an Authorized Officer of the Borrower, confirming the accuracy of the representations and warranties set forth in Section 8 above (including, in the case of Section 8(f), reasonably detailed calculations confirming compliance therewith)
and confirming the satisfaction of the conditions in clause (c) above; 
 (e) the Administrative Agent shall
have received a certificate from the chief financial officer of the Borrower dated the Incremental Facility Closing Date substantially in the form of Exhibit K to the Credit Agreement and in substance reasonably satisfactory to the Administrative
Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the borrowing of the Tranche B Incremental Term Loans, are solvent as of the Incremental Facility Closing Date; 

(f) the Amendment No. 1 to Amendment No. 3, Incremental Amendment and Joinder Agreement among the Borrower, the
Administrative Agent and the financial institutions party thereto as “Additional Lenders” shall have become effective; 
 (g) any fees and expenses owing by the Borrower in connection herewith (including fees and expenses of any “Engagement Party” referred to in the Engagement Letter entered into in connection
herewith and of counsel thereto) shall have been paid in full; 
 (h) the Administrative Agent shall have
received such certificates, resolutions or other documents of the Credit Parties as the Administrative Agent may reasonably require in connection herewith, including all documents and certificates it may reasonably request relating to (i) the
organization, existence and good standing of each Credit Party, (ii) the corporate or other authority for and validity of this Agreement and (iii) the incumbency of the officers of each Credit Party executing this Agreement, and other
matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; 

  
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 (i) the Administrative Agent shall have received a written opinion of
(i) Simpson Thacher & Bartlett LLP, counsel to the Credit Parties, (ii) Stuart Boyd, the Vice President, General Counsel and Secretary of the Borrower, (iii) Venable LLP, Maryland counsel to the Credit Parties,
(iv) Dorsey & Whitney LLP, Minnesota counsel to the Borrower, and (v) Porter Hedges LLP, Texas counsel to the Borrower, each dated the Incremental Facility Closing Date and in form and substance reasonably satisfactory to the
Administrative Agent; the Borrower hereby requests such counsel to deliver such opinions; 
 (j) the
Administrative Agent shall have received, sufficiently in advance of the Incremental Facility Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including without limitation the United States PATRIOT Act; and 

(k) the Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B Incremental Term
Loans meeting the requirements of Section 2.03 of the Credit Agreement. 
 The Administrative Agent hereby consents to the
Tranche B Incremental Term Loans being extended on the Incremental Facility Closing Date notwithstanding that the Notice provides for a shorter notice than that required pursuant to Section 2.25(a) of the Credit Agreement for the effectiveness
of the Tranche B Incremental Term Loans. 
 SECTION 10. Acknowledgment of Additional Lenders. Each Additional
Lender expressly acknowledges that neither any of the Agents, nor any Engagement Party (as defined in the Engagement Letter entered into in connection herewith), nor any of their Affiliates nor any of their respective officers, directors, employees,
agents or attorneys-in-fact have made any representations or warranties to it and that no act by any Agent or Engagement Party hereafter taken, including any review of
the affairs of a Credit Party or any affiliate of a Credit Party, shall be deemed to constitute any representation or warranty by any Agent or any Engagement Party to any Additional Lender. Each Additional Lender represents to the Agents and the
Engagement Parties that it has, independently and without reliance upon any Agent, Engagement Party or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their affiliates and made its own decision to provide its Tranche B Incremental Term Loans hereunder and enter into this Agreement and
become a Lender under the Credit Agreement. Each Additional Lender also represents that it will, independently and without reliance upon any Agent, Engagement Party or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Credit Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their affiliates. Each Additional Lender hereby (a) confirms that it has received a copy of the Credit Agreement and
each other Credit Document and such other documents (including financial statements) and information as it deems appropriate to make its decision to enter into this Agreement, (b) agrees that it shall be bound by the terms of the Credit
Agreement as a Lender thereunder and that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender, (c) irrevocably designates and appoints
the Agents as the 

  
 5 








 
agents of such Additional Lender under the Credit Agreement and the other Credit Documents, and each Additional Lender irrevocably authorizes each Agent, in such capacity, to take such action on
its behalf under the provisions of the Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are delegated to such Agent by the terms of the Credit Agreement and the other Credit Documents, together
with such other powers as are reasonably incidental thereto and (d) specifies as its lending office and address for notices the offices set forth on the Administrative Questionnaire provided by it to the Administrative Agent prior to the date
hereof. 
 SECTION 11. Governing Law. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York. 
 SECTION 12. Confirmation of Guarantees and Security
Interests. By signing this Agreement, each Credit Party hereby confirms that (a) the obligations of the Credit Parties under the Credit Agreement as modified or supplemented hereby (including with respect to the Tranche B Incremental Term
Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Subsidiaries Guaranty, Security Documents and the other Credit
Documents, (ii) constitute “Obligations”, “Secured Obligations” and “Guaranteed Obligations” or other similar term for purposes of the Credit Agreement, the Security Agreement and all other Credit Documents,
(iii) notwithstanding the effectiveness of the terms hereof, the Subsidiaries Guaranty, the Security Documents and the other Credit Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all
respects and (b) each Additional Lender shall be a “Secured Party”, a “Secured Creditor” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in
Section 1.01 of the Credit Agreement) for all purposes of the Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any
Credit Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations as increased hereby. 

SECTION 13. Credit Agreement Governs. Except as expressly set forth herein, this Agreement shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or Agent under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to
entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or
different circumstances. 
 SECTION 14. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic (i.e.,
“pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 
 SECTION 15. Miscellaneous. This Agreement shall constitute an Additional Credit Extension Amendment and Credit Document for all purposes of the Credit Agreement and the other Credit
Documents. The Borrower shall pay all reasonable fees, costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby. The provisions
of this Agreement are deemed incorporated into the 

  
 6 








 
Credit Agreement as if fully set forth therein. To the extent required by the Credit Agreement, each of the Borrower and the Administrative Agent hereby consent to each Additional Lender that is
not a Lender as of the date hereof becoming a Lender under the Credit Agreement on the Incremental Facility Closing Date. In addition, the Borrower hereby consents to the assignment by any Additional Lender of all or a portion of its Tranche B
Incremental Term Loans to any bank, financial institution or other investor identified by any Engagement Party in writing to the Borrower on or prior to July 23, 2013. 

  
 7 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

					
	WALTER INVESTMENT MANAGEMENT CORP.,
	as Borrower
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer


  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	 GREEN TREE ASSET ACQUISITION LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	GREEN TREE CL LLC
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE CONSUMER DISCOUNT COMPANY

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	GREEN TREE CREDIT LLC
		
	By:	 	 /s/ Brian F. Corey

		 	Name:	 	Brian F. Corey
		 	Title:	 	Senior Vice President and Secretary
	
	GREEN TREE CREDIT SOLUTIONS LLC
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	 GREEN TREE HE/HI CORP.

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	GREEN TREE HE/HI LLC
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	GREEN TREE INSURANCE AGENCY OF NEVADA, INC.
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE INSURANCE AGENCY INC.

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE INVESTMENT HOLDINGS II LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	 GREEN TREE INVESTMENT HOLDINGS III LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE INVESTMENT MANAGEMENT LLC

		
	By:	 	 /s/ Jeffrey A. Hilligoss

		 	Name:	 	Jeffrey A. Hilligoss
		 	Title:	 	President
	
	 GREEN TREE LICENSING LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	GREEN TREE LOAN COMPANY
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	GREEN TREE MH CORP.
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	GREEN TREE MH LLC
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	 GREEN TREE SERVERTIS ACQUISITION LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE SERVERTIS GP LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE SERVICING CORP.

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE SERVICING LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 GREEN TREE LOAN ACQUISITION II LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	 LANDMARK ASSET RECEIVABLES MANAGEMENT LLC

		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Senior Vice President and Treasurer
	
	 WALTER INVESTMENT HOLDING COMPANY, LLC

		
	By:	 	 /s/ Kimberly A. Perez

		 	Name:	 	Kimberly A. Perez
		 	Title:	 	Vice President and Treasurer
	
	 MORTGAGE ASSET SYSTEMS, LLC

		
	By:	 	 /s/ Jeanetta Brown

		 	Name:	 	Jeanetta Brown
		 	Title:	 	Vice President
	
	 REO MANAGEMENT SOLUTIONS, LLC

		
	By:	 	 /s/ Jeanetta Brown

		 	Name:	 	Jeanetta Brown
		 	Title:	 	Vice President
	
	 SPECIALTY SERVICING SOLUTIONS, LLC

		
	By:	 	 /s/ Jeanetta Brown

		 	Name:	 	Jeanetta Brown
		 	Title:	 	Vice President
	
	 REO LEASING SOLUTIONS, LLC

		
	By:	 	 /s/ Jeanetta Brown

		 	Name:	 	Jeanetta Brown
		 	Title:	 	Vice President



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	 CENTRAL ASSET REVIEW, LLC

		
	By:	 	 /s/ Jeanetta Brown

		 	Name:	 	Jeanetta Brown
		 	Title:	 	Vice President
	
	 MORTGAGE CONSULTANTS OF AMERICA CORPORATION

		
	By:	 	 /s/ H. Marc Helm

		 	Name:	 	H. Marc Helm
		 	Title:	 	Vice Chairman
	
	REVERSE MORTGAGE SOLUTIONS, INC.
		
	By:	 	 /s/ Jeanetta Brown

		 	Name:	 	Jeanetta Brown
		 	Title:	 	Vice President
	
	WALTER REVERSE ACQUISITION LLC
		
	By:	 	 /s/ Cheryl A. Collins

		 	Name:	 	Cheryl A. Collins
		 	Title:	 	Treasurer
	
	WALTER INVESTMENT PROPERTIES, LLC
		
	By:	 	 /s/ Kimberly A. Perez

		 	Name:	 	Kimberly A. Perez
		 	Title:	 	Vice President and Treasurer
	
	DT HOLDINGS LLC
		
	By:	 	 /s/ Kimberly A. Perez

		 	Name:	 	Kimberly A. Perez
		 	Title:	 	Chief Financial Officer and Treasurer



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	DITECH MORTGAGE CORP
		
	By:	 	 /s/ Scott Griffith

		 	Name:	 	Scott Griffith
		 	Title:	 	Chief Financial Officer



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	ADMINISTRATIVE AGENT
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent

		
	By:	 	 /s/ Doreen Barr

		 	Name:	 	Doreen Barr
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Alex Verdone

		 	Name:	 	Alex Verdone
		 	Title:	 	Authorized Signatory



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 
					
	ADDITIONAL LENDERS
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an Additional Lender

		
	By:	 	 /s/ Doreen Barr

		 	Name:	 	Doreen Barr
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Alex Verdone

		 	Name:	 	Alex Verdone
		 	Title:	 	Authorized Signatory



  
 INCREMENTAL
AMENDMENT SIGNATURE PAGE 








 SCHEDULE 1 

 

					
	 Name of Additional Lender
	  	Tranche B Incremental Term Loan
Commitment	 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	50,000,000	  
	 Total:
	  	$	50,000,000	  








 EXHIBIT A 
 Notice Requesting Incremental Term Loans 







 INCREMENTAL NOTICE 
 July 23, 2013 
 Credit Suisse AG, as 
     Administrative Agent (the “Administrative 

    Agent”) for the Lenders party to the Credit 
     Agreement referred to below 
 Eleven Madison Avenue 

New York, NY 10010 
 Ladies and Gentlemen:

 The undersigned, Walter Investment Management Corp. (the “Borrower”), refers to the Credit Agreement,
dated as of November 28, 2012 (as amended by the Amendment No. 1, Incremental Amendment and Joinder Agreement, dated as of January 31, 2013, the Amendment No. 2, dated as of March 14, 2013, the Amendment No. 3,
Incremental Amendment and Joinder Agreement, dated as of June 6, 2013 (as amended on July 17, 2013), and the Amendment No. 4, Incremental Amendment and Joinder Agreement (the “Incremental Amendment”), to be dated as
of July 23, 2013 and as further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”, the capitalized terms defined therein being used herein as therein defined) among the Borrower, the
lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”), and you, as Administrative Agent for such Lenders, and hereby gives you notice, pursuant to Section 2.25(a) of the
Credit Agreement, that it requests Incremental Commitments in an aggregate amount of $50,000,000, as follows: 
 (i) The
aggregate amount of the Incremental Commitments requested is $50,000,000. 
 (ii) The date on which the Incremental Commitments
are requested to become effective is July 23, 2013. 
 (iii) The Incremental Commitments requested are Incremental Term
Loan Commitments. 
 The Incremental Commitments shall be governed by the terms of the Credit Agreement and the Incremental
Amendment. 
  
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	 Very truly yours,
  

WALTER INVESTMENT MANAGEMENT CORP.

		
	By:	 	/s/ Cheryl A. Collins
		 	 Name: Cheryl A. Collins

Title: Senior Vice President and Treasurer



  
  
  

 
  
 Signature page to Incremental Notice