Number of Shares] Walker & Dunlop, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2010 • Walker & Dunlop, Inc. • Finance services • New York
FIFTH AMENDMENT AND CONSENT AGREEMENTFifth Amendment and Consent Agreement • December 9th, 2010 • Walker & Dunlop, Inc. • Finance services • Massachusetts
THIS FIFTH AMENDMENT AND CONSENT AGREEMENT (this “Agreement”) is made as of December 7, 2010, by and among GPF Acquisition, LLC, Walker & Dunlop Multifamily, Inc., Walker & Dunlop GP, LLC, Green Park Financial Limited Partnership, W&D, Inc. (formerly known as Walker & Dunlop, Inc.), Walker & Dunlop, LLC (each of the foregoing parties, collectively, the “Obligor Group”), Walker & Dunlop, Inc. (the “Company”), Bank of America, N.A., as Administrative Agent and Collateral Agent (the “Administrative 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 Credit Agreement dated as of January 30, 2009, by and among each member of the Obligor Group other than the Company, the Administrative Agent, and the Lenders, as amended (the “Credit Agreement”).
CONSENT AGREEMENTConsent Agreement • December 9th, 2010 • Walker & Dunlop, Inc. • Finance services
THIS CONSENT AGREEMENT (this “Consent”) is made as of December 7, 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 Borrowers, the Credit Agent, and the Lenders, as amended (the “Loan Agreement”).
