AMENDMENT NO. 4, INCREMENTAL AMENDMENT ANDJOINDER AGREEMENT

EX-10.2 3 d572167dex102.htm EX-10.2 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.

 

1


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);

 

2


(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;

 

4


(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.

 

[remainder of page intentionally left blank]


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