Exhibit 10.1


 


FIRST AMENDMENT OF CREDIT AGREEMENT


 


THIS FIRST AMENDMENT OF
CREDIT AGREEMENT ( this “Amendment”)
is dated as of February 22, 2006 and entered into by and among TRAMMELL CROW COMPANY, a Delaware
corporation (“Borrower”),
BANK OF AMERICA, N.A., a national
banking association, as Administrative Agent for the Lenders defined below (in
such capacity, together with its successors and assigns, “Administrative Agent”),
and each Lender that is a signatory to this Amendment.


 


R E  C  I  T  A  L
S


 


A.            Reference is hereby made to that certain Credit Agreement
dated as of June 28, 2005, executed by Borrower, Administrative Agent, and the
Lenders (herein so called) defined therein (the “Credit Agreement”) pursuant to which
such Lenders extended to Borrower a $175,000,000 revolving credit facility.


 


B.            Capitalized terms used herein shall, unless otherwise
indicated, have the respective meanings set forth in the Credit Agreement.


 


C.            Borrower, Administrative Agent, Issuing Bank, and
the Lenders that are signatory to this Amendment desire to modify certain provisions contained in the Credit Agreement
subject to the terms and conditions set forth herein.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.             Amendments
to the Credit Agreement.


 


(a)           Section 1.1 is amended to add the following
definition thereto in the correct alphabetical order:


 


“Special
Restricted Payments” means Restricted Junior Payments in the
form of either the repurchase by Borrower of its Stock or the issuance by
Borrower of one or more special dividends to the holders of its Stock, in
either case on or after February 22, 2006 and on or before December 31, 2006; provided that the aggregate amount of such
Restricted Junior Payments shall not exceed $100,000,000.


 


(b)           Section 6.3 is hereby deleted in its entirety and replaced with the following:


 


Section
6.3            Restricted Junior
Payments. Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, declare, order, pay, make,
or set apart any sum for any Restricted Junior Payment, except for, so long as no Event of Default exists or
would result therefrom, (a) Permitted Distributions, and (b) Special
Restricted Payments.


 


(c)           Section 6.4(c) is hereby deleted in its entirety and replaced with the following:


 


(c)           Minimum Net Worth. Borrower shall not permit Net Worth, as
of the last day of any Fiscal Quarter to be less than an amount equal to (i)
Minimum Net Worth minus (ii) 50% of the Dollar amount of all Special
Restricted Payments.


 

















 


(d)           Sections 6.6(g) is hereby deleted in its entirety and replaced with the following:


 


(g)           the
Companies may make Permitted Distributions and Special Restricted Payments.


 


2.             Amendment
of Credit Agreement and Other Loan Documents.


 


(a)           All references in the Loan Documents
to the Credit Agreement shall henceforth include references to the Credit
Agreement, as modified and amended by this Amendment, and as may, from time to
time, be further modified, amended, renewed, extended, restated, and/or
increased.


 


(b)           Any and all of the terms and
provisions of the Loan Documents are hereby amended and modified wherever
necessary, even though not specifically addressed herein, so as to conform to
the amendments and modifications set forth herein.


 


3.             Ratifications.
Borrower (a) ratifies
and confirms all provisions of the Loan Documents as amended by this Amendment,
(b) ratifies and confirms that all guaranties, assurances, and Liens granted,
conveyed, or assigned to the Credit Parties under the Loan Documents are not
released, reduced, or otherwise adversely affected by this Amendment and
continue to guarantee, assure, and secure full payment and performance of the
present and future Obligations, and (c) agrees to perform such acts and
duly authorize, execute, acknowledge, deliver, file, and record such additional
documents, and certificates as Administrative Agent may reasonably request in
order to create, perfect, preserve, and protect such guaranties, assurances,
and Liens.


 


4.             Representations.
Borrower represents
and warrants to the Credit Parties that as of the date of this Amendment:
(a) this Amendment has been duly authorized, executed, and delivered by
Borrower and each of the other Companies that are parties to this Amendment;
(b) no action of, or filing with, any Governmental Authority is required
to authorize, or is otherwise required in connection with, the execution,
delivery, and performance by Borrower or the other Companies of this Amendment
other than filings with the Securities and Exchange Commission; (c) the
Loan Documents, as amended by this Amendment, are valid and binding upon
Borrower and the other Companies that are parties to this Amendment and are
enforceable against Borrower and the other Companies in accordance with their
respective terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or limiting creditors’ rights generally
or by general principles of equity; (d) the execution, delivery, and
performance by Borrower and the other Companies of this Amendment do not
require the consent of any other Person and do not and will not constitute a
violation of any Governmental Requirement, order of any Governmental Authority,
or material agreements to which Borrower or any other Company is a party
thereto or by which Borrower or any other Company is bound; (e) all
representations and warranties in the Loan Documents are true and correct in
all material respects on and as of the date of this Amendment, except to the
extent that (i) any of them speak to a different specific date, or (ii) the
facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement; and (f) both before and after
giving effect to this Amendment, no Potential Default or Event of Default
exists.


 


5.             Conditions.
This Amendment shall
not be effective unless and until:


 


(a)           Administrative Agent shall have
received this Amendment duly executed by Borrower, each of the Companies that
is party hereto, and the Requisite Lenders;


 


2

















 


(b)           the representations and warranties in
this Amendment are true and correct in all material respects on and as of the
date of this Amendment, except to the extent that (i) any of them speak to a
different specific date, or (ii) the facts on which any of them were based have
been changed by transactions contemplated or permitted by the Credit Agreement;


 


(c)           Administrative Agent receives, for the benefit of each Lender executing
this Amendment, an amendment fee equal to $3,500 for each such Lender, and all
other fees and expenses payable to Administrative Agent in connection with this
Amendment.


 


(d)           both before and after giving effect
to this Amendment, no Potential Default or Event of Default exists.


 


6.             Continued
Effect. Except to the
extent amended hereby or by any documents executed in connection herewith, all
terms, provisions, and conditions of the Credit Agreement and the other Loan
Documents, and all documents executed in connection therewith, shall continue
in full force and effect and shall remain enforceable and binding in accordance
with their respective terms.


 


7.             Miscellaneous.
Unless stated
otherwise (a) the singular number includes the plural and vice versa and words of any gender include
each other gender, in each case, as appropriate, (b) headings and captions may
not be construed in interpreting provisions, (c) this Amendment must be
construed — and its performance enforced — under Texas law, (d) if any part of
this Amendment is for any reason found to be unenforceable, all other portions
of it nevertheless remain enforceable, and (e) this Amendment may be executed
in any number of counterparts with the same effect as if all signatories had
signed the same document, and all of those counterparts must be construed
together to constitute the same document.


 


8.             Parties. This Amendment binds and inures to Borrower
and the Credit Parties and their respective successors and permitted assigns.


 


9.             ENTIRETIES.
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS
AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT
MATTER OF THE CREDIT AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


[Remainder of Page Intentionally Left Blank; Signature Pages
Follow]


 


3

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


EXECUTED as of the day and
year first mentioned.


 


	
   

  	
  TRAMMELL CROW COMPANY, a Delaware corporation,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEREK R.
  MCCLAIN

  
	
   

  	
   

  	
  Name:

  	
  Derek R.
  McClain

  
	
   

  	
   

  	
  Title: 

  	
  Chief
  Financial Officer

  
					



 


Signature Page to Trammell Crow Company First
Amendment


 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  BANK OF AMERICA, N.A.,

  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RONALD ODLOZIL

  
	
   

  	
   

  	
  Name:

  	
  Ronald Odlozil

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  BANK OF AMERICA, N.A.,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RONALD ODLOZIL

  
	
   

  	
   

  	
  Name:

  	
  Ronald Odlozil

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  FIRST TENNESSEE BANK, N.A.

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SAM
  JENKINS

  
	
   

  	
   

  	
  Name:

  	
  Sam Jenkins

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  U.S. BANK, N.A.,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHRISTOPHER ROGERS

  
	
   

  	
   

  	
  Name:

  	
  Christopher Rogers

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  THE BANK OF NOVA SCOTIA,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ABID GILANI

  
	
   

  	
   

  	
  Name:

  	
  Abid Gilani

  
	
   

  	
   

  	
  Title: 

  	
  Managing Director

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PATRICK TROWBRIDGE

  
	
   

  	
   

  	
  Name:

  	
  Patrick Trowbridge

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOSHUA A. PROCTOR

  
	
   

  	
   

  	
  Name:

  	
  Joshua A. Proctor

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  AMEGY BANK NATIONAL ASSOCIATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRANDON L. BLEDSOE

  
	
   

  	
   

  	
  Name:

  	
  Brandon L. Bledsoe

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES A. HARMANN

  
	
   

  	
   

  	
  Name:

  	
  James A. Harmann

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  CALIFORNIA BANK & TRUST, a California

  banking corporation, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KIRK K. MONROE

  
	
   

  	
   

  	
  Name:

  	
  Kirk K. Monroe

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  COMERICA BANK,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEVIN E. CRAYTON

  
	
   

  	
   

  	
  Name:

  	
  Kevin E. Crayton

  
	
   

  	
   

  	
  Title: 

  	
  Vice President 

  
					



 

















 


SIGNATURE PAGE TO FIRST AMENDMENT OF CREDIT AGREEMENT


EXECUTED BY


TRAMMELL CROW COMPANY, AS BORROWER,


BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,


AND THE LENDERS DEFINED THEREIN


 


 


	
   

  	
  BANK MIDWEST, N.A.,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIMOTHY B. KENNEY

  
	
   

  	
   

  	
  Name:

  	
  Timothy B. Kenney

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
					



 

















 


To induce the Credit Parties to enter into this Amendment, the
undersigned jointly and severally (a) consent and agree to the Amendment’s
execution and delivery, (b) ratify and confirm that all guaranties, assurances,
and Liens granted, conveyed, or assigned to the Credit Parties under the Loan
Documents are not released, diminished, impaired, reduced, or otherwise
adversely affected by the Amendment and continue to guarantee, assure, and
secure the full payment and performance of all present and future Obligations
(except to the extent specifically limited by the terms of such guaranties,
assurances, or Liens), (c) agree to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional guaranties,
assignments, security agreements, deeds of trust, mortgages, and other
agreements, documents, instruments, and certificates as Administrative Agent
may reasonably deem necessary or appropriate in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens, and (d) waive
notice of acceptance of this consent and agreement, which consent and agreement
binds the undersigned and their successors and permitted assigns and inures to
the Credit Parties and their respective successors and permitted assigns.


 


	
   

  	
  GUARANTORS/PLEDGORS:

   

  TC HOUSTON, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEREK R. MCCLAIN

  
	
   

  	
   

  	
  Name:

  	
  Derek R. McClain

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President

  
					



 


 


	
   

  	
  TCC RISK SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEREK R. MCCLAIN

  
	
   

  	
   

  	
  Name:

  	
  Derek R. McClain

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President

  
					



 


 


	
   

  	
  TCCT REAL ESTATE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEREK R. MCCLAIN

  
	
   

  	
   

  	
  Name:

  	
  Derek R. McClain

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President

  
					



 


 


	
   

  	
  TCDFW, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEREK R. MCCLAIN

  
	
   

  	
   

  	
  Name:

  	
  Derek R. McClain

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President

  
					



 


 


	
   

  	
  TRAMMELL CROW SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DEREK R. MCCLAIN

  
	
   

  	
   

  	
  Name:

  	
  Derek R. McClain

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President