dated as ofAugust 24, 2009, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 24, 2009,

EX-10.1 2 dex101.htm LOAN MODIFICATION AGREEMENT Loan Modification Agreement

Exhibit 10.1

 

 

 

LOAN MODIFICATION AGREEMENT

dated as of August 24, 2009,

relating to the

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of March 24, 2009,

among

CB RICHARD ELLIS SERVICES, INC.,

CB RICHARD ELLIS GROUP, INC.,

CERTAIN SUBSIDIARIES OF CB RICHARD ELLIS SERVICES, INC.,

THE LENDERS PARTY THERETO

and

CREDIT SUISSE,

as Administrative Agent and Collateral Agent

 

 

CREDIT SUISSE SECURITIES (USA) LLC

and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers

BARCLAYS,

HSBC BANK USA, NATIONAL ASSOCIATION,

THE BANK OF NOVA SCOTIA,

THE ROYAL BANK OF SCOTLAND

and

WELLS FARGO,

as Co-Agents

 

 

 

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LOAN MODIFICATION AGREEMENT dated as of August 24, 2009 (this “Agreement”), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the “U.S. Borrower”), CB RICHARD ELLIS LIMITED, a limited company organized under the laws of England and Wales (the “U.K. Borrower”), CB RICHARD ELLIS LIMITED, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CB RICHARD ELLIS PTY LTD, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CB RICHARD ELLIS LIMITED, a company organized under the laws of New Zealand (the “New Zealand Borrower”, and together with the U.S. Borrower, the U.K. Borrower, the Canadian Borrower, the Australian Borrower and the New Zealand Borrower, the “Borrowers”), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (“Holdings”), the Accepting Lenders (as defined below) and CREDIT SUISSE (“CS”), as administrative agent (in such capacity, the “Administrative Agent”).

A. Reference is made to the Second Amended and Restated Credit Agreement dated as of March 24, 2009 (the “Credit Agreement”), among the Borrowers, Holdings, the Lenders party thereto, and CS, as Administrative Agent and as Collateral Agent.

B. Pursuant to Section 9.20(a) of the Credit Agreement, Holdings and the U.S. Borrower made, by written notice to the Administrative Agent dated July 16, 2009 (the “Offer Notice”), Loan Modification Offers to the Lenders to make certain Permitted Amendments as described in Exhibit A to such Offer Notice.

C. The Lenders party hereto (the “Accepting Lenders”) are willing to agree to such Permitted Amendments as of the Loan Modification Effective Date (as defined below), on the terms and subject to the conditions set forth herein and in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms; Terms Generally. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply equally to this Agreement. This Agreement shall be a “Loan Modification Agreement” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2. Loan Modifications.

(a) Each of the Accepting Lenders set forth on Schedule I hereto (each, a “Tranche 2 Domestic Revolving Credit Lender”) agrees that the principal amount of its Domestic Revolving Credit Commitments set forth on Schedule I shall hereby be

 

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converted into Other Revolving Credit Commitments (“Tranche 2 Domestic Revolving Credit Commitments”) and that a proportionate principal amount of its outstanding Domestic Revolving Loans shall hereby be converted into Other Revolving Loans (the “Tranche 2 Domestic Revolving Loans”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:

 

Tranche 2 Domestic Revolving Credit Maturity Date:		As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Loans shall be June 24, 2013.
Applicable Percentage:		As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 Domestic Revolving Credit Commitments, the applicable percentage set forth below under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 Domestic Revolving Loan or Daily Rate Tranche 2 Domestic Revolving Loan, the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:

 

 

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		For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement.
Utilization:		Domestic L/C Exposure and Domestic Swingline Exposure shall be allocated ratably between the Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Credit Commitments until the Domestic Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding Domestic Revolving Loans on the Revolving Credit Maturity Date for Domestic Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Credit Commitments, subject to such rounding methods as the Administrative Agent may reasonably require.

 

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General:		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 Domestic Revolving Credit Commitments shall constitute “Other Revolving Credit Commitments”; the Tranche 2 Domestic Revolving Loans shall constitute “Other Revolving Loans”; and the Tranche 2 Domestic Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 Domestic Revolving Credit Commitments and Tranche 2 Domestic Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Loans shall be identical to those of the Domestic Revolving Credit Commitments and the Domestic Revolving Loans, respectively. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted Domestic Revolving Credit Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche 2 Domestic Credit Borrowing until the end of such Interest Period.

(b) Each of the Accepting Lenders set forth on Schedule II hereto (each, a “Tranche 2 Multicurrency Credit Lender”) agrees that the principal amount of its Multicurrency Revolving Credit Commitments set forth on Schedule II hereto shall hereby be converted into Other Revolving Credit Commitments (“Tranche 2 Multicurrency Revolving Credit Commitments”) and that a proportionate principal amount of its outstanding Multicurrency Revolving Loans shall hereby be converted into Other Revolving Loans (the “Tranche 2 Multicurrency Revolving Loans”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:

 

Tranche 2 Multicurrency Revolving Credit Maturity Date:		As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Loans shall be June 24, 2013.

 

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Applicable Percentage:		As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 Multicurrency Revolving Credit Commitments, the applicable percentage set forth for Tranche 2 Domestic Revolving Credit Commitments in clause (a) above under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 Multicurrency Revolving Loan or Daily Rate Tranche 2 Multicurrency Revolving Loan, the applicable percentage set forth in clause (a) above for Fixed Rate Tranche 2 Domestic Revolving Loans and Daily Rate Tranche 2 Domestic Revolving Loans under the captions “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination.
Utilization:		Multicurrency L/C Exposure shall be allocated ratably between the Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Credit Commitments until the Multicurrency Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding Multicurrency Revolving Loans on the Revolving Credit Maturity Date for Multicurrency Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Credit Commitments, subject to such rounding methods as the Administrative Agent may reasonably require.
General:		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 Multicurrency Revolving Credit Commitments shall constitute “Other

 

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		Revolving Credit Commitments”; the Tranche 2 Multicurrency Revolving Loans shall constitute “Other Revolving Loans”; and the Tranche 2 Multicurrency Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 Multicurrency Revolving Credit Commitments and Tranche 2 Multicurrency Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Loans shall be identical to those of the Multicurrency Revolving Credit Commitments and the Multicurrency Revolving Loans, respectively, under the Credit Agreement. For the avoidance of doubt, any Interest Period or Contract Period elected by any Borrower with respect to any converted Multicurrency Revolving Credit Borrowing (including any B/A Borrowing) beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period or Contract Period, as the case may be, with respect to the corresponding Tranche 2 Multicurrency Credit Borrowing until the end of such Interest Period.

(c) Each of the Accepting Lenders set forth on Schedule III hereto (each, a “Tranche 2 U.K. Credit Lender”) agrees that the principal amount of its U.K. Revolving Credit Commitments set forth on Schedule III hereto shall hereby be converted into Other Revolving Credit Commitments (“Tranche 2 U.K. Revolving Credit Commitments”) and that a proportionate principal amount of its outstanding U.K. Revolving Loans shall hereby be converted into Other Revolving Loans (the “Tranche 2 U.K. Revolving Loans”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:

 

Tranche 2 U.K. Revolving Credit Maturity Date:		As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Loans shall be June 24, 2013.

 

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Applicable Percentage:		As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 U.K. Revolving Credit Commitments, the applicable percentage set forth for Tranche 2 Domestic Revolving Credit Commitments in clause (a) above under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 U.K. Revolving Loan or Daily Rate Tranche 2 U.K. Revolving Loan, the applicable percentage set forth in clause (a) above for Fixed Rate Tranche 2 Domestic Revolving Loans and Daily Rate Tranche 2 Domestic Revolving Loans under the captions “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination.
Utilization:		U.K. L/C Exposure shall be allocated ratably between the U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Credit Commitments until the U.K. Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding U.K. Revolving Loans on the Revolving Credit Maturity Date for U.K. Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Credit Commitments, respectively, subject to such rounding methods as the Administrative Agent may reasonably require.
General:		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 U.K. Revolving Credit Commitments shall constitute “Other Revolving Credit Commitments”; the Tranche 2 U.K. Revolving Loans shall constitute “Other

 

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		Revolving Loans”; and the Tranche 2 U.K. Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 U.K. Revolving Credit Commitments and Tranche 2 U.K. Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Loans shall be identical to those of the U.K. Revolving Credit Commitments and the U.K. Revolving Loans, respectively, under the Credit Agreement. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted U.K. Revolving Credit Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche 2 U.K. Credit Borrowing until the end of such Interest Period.

(d) Each of the Accepting Lenders set forth on Schedule IV hereto (the “Tranche A-2 Lenders”) agrees (i) that the principal amount of its Tranche A Loans set forth on Schedule IV-A hereto shall hereby be converted into Other Term Loans (the “Tranche A-2 Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein and (ii) that (A) the principal amount of its Domestic Revolving Credit Commitments set forth on Schedule IV-B shall hereby be converted into Tranche 2 Domestic Revolving Credit Commitments and that a proportionate principal amount of its outstanding Domestic Revolving Loans shall hereby be converted into Tranche 2 Domestic Revolving Loans, in each case in a like principal amount and on the terms and subject to the conditions set forth herein, (B) immediately following the borrowing provided for in Section 3 below, such Tranche 2 Domestic Revolving Loans and the other Tranche 2 Domestic Revolving Loans made pursuant to the Tranche 2 Domestic Revolving Credit Commitments resulting from the conversion provided for in clause (A) of this paragraph shall hereby be converted into Tranche A-2 Loans in a like principal amount and on the terms and subject to the conditions set forth herein and (C) the Tranche 2 Domestic Revolving Credit Commitments resulting from the conversion provided for in clause (A) of this paragraph shall thereupon be terminated:

 

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Tranche A-2 Maturity Date:		As used in the Credit Agreement, the “Other Term Loan Maturity Date” of the Tranche A-2 Loans shall be June 24, 2013.
Applicable Percentage:		As used in the Credit Agreement, the “Applicable Percentage” with respect to any Fixed Rate Tranche A-2 Loan and Daily Rate Tranche A-2 Loan shall be the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:

 

 

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		For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement.
		Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche A-2 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche A-2 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche A-2 Loans shall be increased by 2.00%:

 

Fiscal Quarter Ended		Targeted Outstanding Amount
September 2009		$	290,305,534
December 2009 to September 2010		$	203,213,874
December 2010 to March 2013		$	174,183,321

 

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Amortization:		The U.S. Borrower shall pay to the Administrative Agent, for the accounts of the Tranche A-2 Lenders, on the dates set forth below, or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount of the Tranche A-2 Loans (as adjusted from time to time pursuant to Sections 2.11(d), 2.12 and 2.13(f) of the Credit Agreement) equal to the amount set forth below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment:

 

 

		For the avoidance of doubt, on a pro rata basis, in no event shall the scheduled amortization of the Tranche A-2 Loans be greater than the scheduled amortization of the Tranche A Loans.
General:		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche A-2 Loans shall constitute “Other Term Loans”; and the Tranche A-2 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with respect to such Tranche A-2 Loans. Except to the extent provided herein, the terms and conditions of the Tranche A-2 Loans shall be identical to those of the Tranche A Loans. The Interest Period elected by the U.S. Borrower with respect to the converted Tranche A Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Tranche A-2 Borrowing until the end of such Interest Period.

 

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(e) Each of the Accepting Lenders set forth on Schedule V hereto (the “Tranche A-3 Lenders”) agrees that the principal amount of its Tranche A-1 Loans set forth on Schedule V shall hereby be converted into Other Term Loans (the “Tranche A-3 Loans”) in a like principal amount and on the terms and subject to the conditions set forth herein:

 

Tranche A-3 Maturity Date:		As used in the Credit Agreement, the “Other Term Loan Maturity Date” of the Tranche A-3 Loans shall be December 20, 2013. There will be no scheduled amortization payments prior to the Tranche A-3 Maturity Date.
Applicable Percentage:		As used in the Credit Agreement, the “Applicable Percentage” with respect to any Fixed Rate Tranche A-3 Loan and Daily Rate Tranche A-3 Loan shall be the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:

 

 

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		For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement.
		Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche A-3 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche A-3 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche A-3 Loans shall be increased by 2.00%:

 

 

General:		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche A-3 Loans shall constitute “Other Term Loans”; and the Tranche A-3 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with

 

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		respect to such Tranche A-3 Loans. Except to the extent provided herein, the terms and conditions of the Tranche A-3 Loans shall be identical to the Tranche A-1 Loans under the Credit Agreement. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted Tranche A-1 Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche A-3 Borrowing until the end of such Interest Period.

(f) Each of the Accepting Lenders set forth on Schedule VI hereto (the “Tranche B-1 Lenders”) agrees that the principal amount of its Tranche B Loans set forth on Schedule VI-A hereto, and the principal amount of its Tranche A-1 Loans set forth on Schedule VI-B hereto, shall hereby be converted into Other Term Loans (the “Tranche B-1 Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein:

 

Tranche B-1 Maturity Date:		As used in the Credit Agreement, the “Other Term Loan Maturity Date” of the Tranche B-1 Loans shall be December 20, 2015. There will be no scheduled amortization payments prior to the Tranche B-1 Maturity Date.
Applicable Percentage:		As used in the Credit Agreement, the “Applicable Percentage” with respect to any Fixed Rate Tranche B-1 Loan and Daily Rate Tranche B-1 Loan shall be the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:

 

 

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		Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche B-1 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche B-1 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche B-1 Loans shall be increased by 0.50%:

 

 

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General:		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche B-1 Loans shall constitute “Other Term Loans”; and the Tranche B-1 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with respect to such Tranche B-1 Loans. Except to the extent provided herein, the terms and conditions of the Tranche B-1 Loans shall be identical to the Tranche B Loans under the Credit Agreement. The Interest Period elected by the U.S. Borrower with respect to the converted Tranche A-1 Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Tranche B-1 Borrowing until the end of such Interest Period.

 

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		For purposes of clause (ii) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement, (A) Tranche B Loans converted into Tranche B-1 Loans hereunder shall constitute “Tranche B Loans” for purposes of the phrase “upon the prepayment pursuant to Section 2.12 of at least $150,000,000 of Tranche B Loans” of such clause, (B) Tranche A-1 Loans converted into Tranche B-1 Loans hereunder shall not constitute “Tranche B Loans” for purposes of determining whether the prepayment pursuant to such clause shall have been made, and (C) all Tranche B-1 Loans shall constitute “Tranche B Loans” for all other purposes of such clause.

SECTION 3. Borrowing of Tranche 2 Domestic Revolving Loans. Each of the U.S. Borrower and each Accepting Lender acquiring a Tranche 2 Domestic Revolving Credit Commitment hereunder agrees that immediately upon the creation of the Tranche 2 Domestic Revolving Credit Commitments and prior to the conversion of Tranche 2 Domestic Revolving Credit Loans to be effected pursuant to Section 2(d)(ii)(B) above, the U.S. Borrower will borrow, and such Accepting Lenders will make, Tranche 2 Domestic Revolving Credit Loans in the amount of the aggregate undrawn Tranche 2 Domestic Revolving Credit Commitments. For the avoidance of doubt, the requirements of Section 2.03 of the Credit Agreement will apply to such Borrowing.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, Holdings and the Borrowers represent and warrant to each of the Accepting Lenders, the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing.

 

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SECTION 5. Conditions Precedent to Effectiveness of Modifications. The modifications of Commitments and Loans provided for in Section 2 above will become effective on a date to be designated by the U.S. Borrower and the Administrative Agent, subject to the satisfaction of the following conditions precedent on or prior to such date (the date of such effectiveness being called the “Loan Modification Effective Date”):

(a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) the General Counsel or Assistant General Counsel of the U.S. Borrower, substantially to the effect set forth in Exhibit A-1 to this Agreement and (ii) Simpson Thacher & Bartlett LLP, counsel for Holdings and the Borrowers, substantially to the effect set forth in Exhibit A-2 to this Agreement, in each case (A) dated on the Loan Modification Effective Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Accepting Lenders, and (C) covering such other matters relating to this Agreement and the Permitted Amendments as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions.

(b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable official) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable official); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Loan Modification Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Loan Modification Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request.

(c) The Administrative Agent shall have received (on behalf of itself and the Accepting Lenders) all fees (including, for the avoidance of doubt, the Modification Fees set forth in the Offer Notice) and other amounts due and payable on or prior to the Loan Modification Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers and Holdings hereunder or under any other Loan Document.

 

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(d) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear the signatures of the Borrowers, Holdings, the Accepting Lenders, the Subsidiary Guarantors and the Administrative Agent.

SECTION 6. Certain Agreements. For the avoidance of doubt and without limiting the application thereof, the parties hereto hereby agree that the provisions of Section 9.05 of the Credit Agreement shall apply to the execution and delivery of, and the performance of the parties’ respective obligations under, this Agreement.

SECTION 7. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Credit Agreement.

SECTION 9. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 5 above. Delivery of an executed signature page to this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 10. Headings. The headings and cover page of this Agreement are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 11. Amendment. This Agreement may not be amended, supplemented or otherwise modified other than in a writing signed by each of the parties hereto.

SECTION 12. Acknowledgement of Guarantors. Each of the Guarantors hereby acknowledges its receipt of a copy of this Agreement and its review of the terms and conditions hereof, and each of the Guarantors hereby consents to the terms and conditions of this Agreement and the transactions contemplated hereby, and hereby confirms its guarantee and, as applicable, its grant of Collateral under the Collateral Agreement and agrees that such guarantee and any such grant of Collateral shall continue to be in full force and effect and shall inure to the benefit of the Secured Parties, including the Accepting Lenders as such in respect of their Loans and/or Commitments and the other Obligations owed to them from time to time.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 

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SCHEDULE I

Tranche 2 Domestic

Revolving Lenders, Commitments and Loans

 

Tranche 2 Domestic Revolving Lender		Domestic Revolving Credit Commitments/Loans converted into Tranche 2 Domestic Revolving Credit Commitments/Loans
BANK OF AMERICA, N.A.		$	23,432,500
THE BANK OF NOVA SCOTIA		$	15,166,667
BARCLAYS BANK PLC		$	28,500,000
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH		$	15,000,000
CREDIT SUISSE, CAYMAN ISLANDS BRANCH		$	9,002,500
FIRST TENNESSEE BANK N.A.		$	4,333,334
HSBC BANK USA, NATIONAL ASSOCIATION		$	13,000,000
NATIXIS		$	13,333,333
WELLS FARGO BANK, N.A.		$	12,805,000
Total:		$	134,573,334

---

SCHEDULE II

Tranche 2 Multicurrency

Revolving Lenders, Commitments and Loans

 

Tranche 2 Multicurrency Revolving Lender		Multicurrency Revolving Credit Commitments/Loans converted into Tranche 2 Multicurrency Revolving Credit Commitments/Loans
BANK OF AMERICA, N.A.		$	13,850,000
CREDIT SUISSE, CAYMAN ISLANDS BRANCH		$	31,150,000
Total:		$	45,000,000

---

SCHEDULE III

Tranche 2 U.K.

Revolving Lenders, Commitments and Loans

 

Tranche 2 U.K. Revolving Lender		U.K. Revolving Credit Commitments/Loans converted into Tranche 2 U.K. Revolving Credit Commitments/Loans
BANK OF AMERICA, N.A.		$	10,600,000
HSBC BANK USA, NATIONAL ASSOCIATION		$	5,000,000
WELLS FARGO BANK, N.A.		$	5,300,000
Total:		$	20,900,000.00

---

SCHEDULE IV-A

Tranche A-2 Lenders and Loans

 

Tranche A-2 Lender		Tranche A Loans converted into Tranche A-2 Loans
BALLYROCK CLO 2006-1 LTD		$	1,200,000.00
BALLYROCK CLO III LTD		$	4,800,000.00
BANCO ESPIRITO SANTO, S.A., NEW YORK BRANCH		$	3,587,392.78
BANK OF AMERICA, N.A.		$	38,358,181.82
BANK OF HAWAII		$	4,424,242.25
BARCLAYS BANK PLC		$	39,685,454.53
BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH		$	15,927,272.74
CREDIT SUISSE, CAYMAN ISLANDS BRANCH		$	5,309,090.79
CREDIT SUISSE LOAN FUNDING LLC		$	2,353,651.06
ERSTE GROUP BANK AG		$	2,654,545.44
FIRST TENNESSEE BANK NA		$	7,078,787.70
HSBC BANK USA, NATIONAL ASSOCIATION		$	15,927,272.74
KKR FI PARTNERS I LP		$	2,917,027.49
NATIONAL CITY BANK		$	10,618,181.82
NATIXIS		$	14,157,575.75
OCTAGON INVESTMENT PARTNERS VII, LTD.		$	353,083.44
OCTAGON INVESTMENT PARTNERS V, LTD.		$	1,412,333.73
OLYMPIC CLO I		$	792,670.51
OREGON PUBLIC EMPLOYEE RETIREMENT FUND		$	12,936,382.76
THE ROYAL BANK OF SCOTLAND		$	32,650,909.09
SAN GABRIEL CLO I LTD		$	792,670.51
SIERRA CLO II LTD		$	792,670.51
SILVER CREST CBNA LOAN FUNDING LLC		$	1,585,341.02
WELLS FARGO BANK, N.A.		$	26,545,454.56
WHITNEY CLO I LTD		$	1,585,341.02
Total:		$	248,445,534

---

SCHEDULE IV-B

Tranche A-2 Lenders and Loans

 

Tranche A-2 Lender		Domestic Revolving Credit Commitments/Loans converted into Tranche A-2 Loans
BANK OF AMERICA, N.A.		$	12,617,500
THE BANK OF NOVA SCOTIA		$	8,166,667
CREDIT SUISSE, CAYMAN ISLANDS BRANCH		$	4,847,500
FIRST TENNESSEE BANK N.A.		$	2,333,333
HSBC BANK USA, NATIONAL ASSOCIATION		$	7,000,000
WELLS FARGO BANK, N.A.		$	6,895,000
Total:		$	41,860,000

---

SCHEDULE V

Tranche A-3 Lenders and Loans

 

Tranche A-3 Lender		Tranche A-1 Loans converted into Tranche A-3 Loans
ALZETTE EUROPEAN CLO S.A.		$	416,137
AVALON CAPITAL LTD. 3		$	2,409,988
THE BANK OF NOVA SCOTIA		$	5,734,167
BARCLAYS BANK PLC		$	36,043,333
BELHURST CLO LTD.		$	1,912,754
BLT 2009-1LTD.		$	997,745
CALLIDUS DEBT PARTNERS CLO FUND II, LTD.		$	1,228,750
CALLIDUS DEBT PARTNERS CLO FUND III LTD.		$	409,583
CHAMPLAIN CLO, LTD.		$	1,724,346
COLUMBUS PARK CDO LTD.		$	3,276,667
COLUMBUSNOVA CLO IV LTD. 2007-II		$	1,638,333
DENALI CAPITAL CLO V, LTD.		$	675,813
DENALI CAPITAL CLO VI, LTD.		$	675,813
DENALI CAPITAL CLO VII, LTD.		$	696,292
ESSEX PARK CDO LTD.		$	491,500
FIFTH THIRD BANK		$	8,191,667
FIRST TENNESSEE BANK NA		$	1,638,333
FM LEVERAGED CAPITAL FUND II		$	1,146,833
GALE FORCE 1 CLO, LTD.		$	1,638,333
GALE FORCE 3 CLO, LTD.		$	819,167
GALE FORCE 4 CLO, LTD.		$	819,167
GRAND CENTRAL ASSET TRUST LBAM SERIES		$	1,228,750
GREYROCK CDO LTD.		$	819,167
GULF STREAM COMPASS CLO 2005-1, LTD.		$	1,228,750

---

Tranche A-3 Lender		Tranche A-1 Loans converted into Tranche A-3 Loans
HSBC BANK PLC		$	15,564,167
HSBC BANK USA, NATIONAL ASSOCIATION		$	20,479,167
HUDSON STRAITS CLO 2004, LTD.		$	819,167
IKB CAPITAL CORPORATION		$	3,276,667
ING INVESTMENT MANAGEMETN CLO II, LTD.		$	341,319
ING INVESTMENT MANAGEMENT CLO I, LTD.		$	511,979
ING INVESTMENT MANAGEMENT CLO IV, LTD.		$	511,979
LAFAYETTE SQUARE CDO LTD.		$	819,167
LANDMARK III CDO LIMITED		$	1,638,333
LANDMARK IV CDO LIMITED		$	1,638,333
LANDMARK VI CDO LTD.		$	819,167
LANDMARK VIII CLO LTD.		$	819,167
LIGHTPOINT CLO III, LTD.		$	819,167
LIGHTPOINT CLO V, LTD.		$	819,167
LIGHTPOINT CLO VIII, LTD.		$	1,638,333
LIMEROCK CLO I		$	1,436,818
LOAN FUNDING VI LLC		$	819,167
MONUMENT PARK CDO LTD.		$	819,167
MOSELLE CLO S.A.		$	933,850
NAUTIQUE FUNDING LTD.		$	2,073,311
NEPTUNE FINANCE CCS, LTD.		$	1,228,750
RIVERSIDE PARK CLO LTD.		$	819,167
ROSEDALE CLO II LTD.		$	819,167
ROSEDALE CLO LTD.		$	819,167
THE ROYAL BANK OF SCOTLAND		$	36,043,333
SAGAMORE CLO LTD.		$	1,132,088
SARATOGA CLO I, LIMITED		$	611,098

---

Tranche A-3 Lender		Tranche A-1 Loans converted into Tranche A-3 Loans
TRIBECA PARK CLO LTD.		$	2,457,500
TRIMARAN CLO IV LTD.		$	1,228,750
TRIMARAN CLO V LTD.		$	1,228,750
UNION SQUARE CDO LTD.		$	819,167
WASATCH CLO LTD.		$	2,735,198
WELLS FARGO BANK, N.A.		$	14,745,000
Total:		$	197,146,111

---

SCHEDULE VI-A

Tranche B-1 Lenders and Loans

 

Tranche B-1 Lender		Tranche B Loans converted into Tranche B-1 Loans
ACAS CLO 2007-1 LTD.		$	4,393,727
APOSTLE LOOMIS SAYLES CREDIT OPPORTUNITIES FUND		$	2,250,353
APOSTLE LOOMIS SAYLES SENIOR LOAN FUND		$	1,540,498
AVENUE CLO FUND, LIMITED		$	1,715,455
AVENUE CLO V, LIMITED		$	4,280,016
AVENUE CLO VI, LIMITED		$	4,288,636
BACCHUS (U.S.) 2006-I LTD.		$	3,430,909
BALLYROCK CLO 2006-1 LTD.		$	1,965,625
BALLYROCK CLO 2006-2 LTD.		$	1,909,623
BANCO ESPIRITO SANTO, S.A. - NEW YORK BRANCH		$	4,288,636
BRIDGEPORT CLO II LTD.		$	2,179,632
BRIDGEPORT CLO LTD.		$	2,000,000
BURR RIDGE CLO PLUS LTD.		$	1,715,455
CANNINGTON FUNDING LTD.		$	4,527,773
COLUMBUSNOVA CLO LTD. 2006-I		$	1,715,455
COLUMBUSNOVA CLO LTD. 2006-II		$	3,002,045
COLUMBUSNOVA CLO LTD. 2007-1		$	3,002,045
COMSTOCK FUNDING LTD.		$	4,632,880
CONFLUENT 4 LIMITED		$	1,292,466
CREDIT SUISSE LOAN FUNDING LLC		$	3,564,297
CUMBERLAND II CLO LTD.		$	1,000,000
DEL MAR CLO I, LTD.		$	2,828,999
DFR MIDDLE MARKET CLO LTD.		$	1,342,930

---

Tranche B-1 Lender		Tranche B Loans converted into Tranche B-1 Loans
DUANE STREET CLO I, LTD.		$	1,394,318
DUANE STREET CLO II, LTD.		$	394,318
DUANE STREET CLO III, LTD.		$	2,538,636
DUANE STREET CLO IV, LTD.		$	586,112
DUANE STREET CLO V, LTD.		$	1,221,272
ECP CLO 2008-1, LTD.		$	6,927,261
FIDELITY CENTRAL INVESTMENT PORTFOLIO LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO		$	8,577,273
FIRST FINANCIAL BANK		$	1,715,455
FLOATING RATE SENIOR LOAN FUNDING I LLC		$	3,644,266
GENESIS CLO 2007-1 LTD.		$	8,327,282
GOLDMAN SACHS CREDIT PARTNERS L.P.		$	857,727
GREENS CREEK FUNDING LTD.		$	4,489,628
GULF STREAM-RASHINBAN CLO 2006-1 LTD.		$	2,573,182
GULF STREAM-COMPASS CLO 2007, LTD.		$	2,573,182
HILLMARK FUNDING		$	3,555,994
IKB CAPITAL CORPORATION		$	5,005,487
ING INTERNATIONAL II SENIOR BANK LOANS EURO		$	1,293,056
JACKSON NATIONAL LIFE INSURANCE COMPANY		$	4,288,636
KINGSLAND I, LTD.		$	1,098,973
KINGSLAND II, LTD.		$	1,090,344
KINGSLAND III, LTD.		$	1,715,455
KINGSLAND IV, LTD.		$	1,056,751
KINGSLAND V, LTD.		$	1,093,926
KKR DEBT INVESTORS II (2006) (IRELAND) L.P.		$	6,313,494

---

Tranche B-1 Lender		Tranche B Loans converted into Tranche B-1 Loans
KKR FI PARTNERS I L.P.		$	3,599,178
KKR FINANCIAL CLO 2005-1, LTD.		$	7,326,420
KKR FINANCIAL CLO 2005-2, LTD.		$	14,190,586
KKR FINANCIAL CLO 2006-1, LTD.		$	2,151,822
KKR FINANCIAL CLO 2007-1, LTD.		$	4,640,262
KKR FINANCIAL CLO 2007-A, LTD.		$	6,694,594
LATITUDE CLO III, LTD.		$	2,573,182
LCM III, LTD.		$	2,144,318
LCM IV, LTD.		$	3,002,045
LCM V LTD.		$	4,288,636
LCM VI, LTD.		$	3,430,909
LIGHTPOINT CLO IV, LTD.		$	514,636
LIGHTPOINT CLO V, LTD.		$	3,430,909
LIGHTPOINT CLO VIII, LTD.		$	3,430,909
LOAN FUNDING XIII		$	6,347,801
LOOMIS SAYLES CAYMAN LEVERAGED SENIO LOAN FUND LTD.		$	604,548
LOOMIS SAYLES CLO I, LTD.		$	2,000,000
LOOMIS SAYLES LEVERAGED SENIOR LOAN FUND LTD.		$	1,530,161
LOOMIS SAYLES SENIOR LOAN FUND II LLC		$	1,727,973
LOOMIS SAYLES SENIOR LOAN FUND, LLC		$	4,891,328
LCM II LIMITED PARTNERSHIP		$	3,002,045
MARKET SQUARE CLO LTD.		$	1,286,591
MARQUETTE PARK CLO LTD.		$	1,000,000
MSIM PECONIC BAY, LTD.		$	2,573,182

---

Tranche B-1 Lender		Tranche B Loans converted into Tranche B-1 Loans
NATIONAL CITY BANK		$	4,288,636
NATIXIS LOOMIS SAYLES SENIOR LOAN FUND		$	1,337,375
OLYMPIC CLO I		$	2,573,182
OREGON PUBLIC EMPLOYEE RETIREMENT FUND		$	14,551,804
ROSEDALE CLO II LTD.		$	2,701,090
ROSEDALE CLO LTD.		$	985,636
SAN GABRIEL CLO I		$	3,791,718
SCHILLER PARK CLO, LTD.		$	2,715,455
SHASTA CLO I		$	5,146,364
SIERRA CLO II		$	4,717,500
STONEY LANE FUNDING I LTD.		$	3,555,994
TRIMARAN CLO IV LTD.		$	4,073,182
TRIMARAN CLO V LTD.		$	3,805,994
TRIMARAN CLO VI LTD.		$	4,805,994
TRIMARAN CLO VII LTD.		$	8,146,364
WHITEHORSE I, LTD.		$	857,727
WHITEHORSE V, LTD.		$	3,430,909
WHITNEY CLO I		$	3,859,773
Total:		$	296,926,215

---

SCHEDULE VI-B

Tranche B-1 Lenders and Loans

None.

---

SCHEDULE VII

Subsidiary Guarantors

CB Holdco, Inc.

CB Richard Ellis Investors, Inc.

CB Richard Ellis Investors, L.L.C.

CB Richard Ellis, Inc.

CB/TCC Holdings LLC

CB/TCC, LLC

CBRE Capital Markets of Texas, LP

CBRE Capital Markets, Inc.

CBRE Technical Services, LLC

CBRE/LJM Mortgage Company L.L.C.

CBRE/LJM-Nevada, Inc.

HoldPar A

HoldPar B

Insignia/ESG Capital Corporation

The Polacheck Company, Inc.

Trammell Crow Company

Trammell Crow Services, Inc.

Vincent F. Martin, Jr., Inc.

Westmark Real Estate Acquisition Partnership, L.P.

---

SCHEDULE VIII

Subsidiary Guarantors

TC Houston, Inc.

TCCT Real Estate, Inc.

TCDFW, Inc.