Incremental Term Loan Assumption Agreement



 EXHIBIT 10.1 
 EXECUTION COPY 
  
  
  
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

 dated as of March 27, 2008, 
 relating to the 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 dated as of December 20, 2006, 
 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, 
 as Sole Lead Arranger and Sole Bookrunner

 THE ROYAL BANK OF SCOTLAND PLC 
 as Syndication Agent 
 BARCLAYS BANK PLC 
 and 
 HSBC BANK USA, NATIONAL ASSOCIATION 
 as Co-Documentation Agents 
  
  
  







 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of March 27, 2008 (this
“Agreement”), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the “U.S. Borrower”), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (“Holdings”), the
Incremental Term Lenders (as defined below) and CREDIT SUISSE (“CS”), as administrative agent (in such capacity, the “Administrative Agent”). 
 A. Reference is made to the Amended and Restated Credit Agreement dated as of December 20, 2006 (the “Credit Agreement”),
among the U.S. Borrower, Holdings, certain Subsidiaries of the U.S. Borrower party thereto, the Lenders party thereto, and CS, as Administrative Agent and as Collateral Agent. 
 B. Pursuant to Section 2.25(a) of the Credit Agreement, the U.S. Borrower has requested that the persons set forth on Schedule I hereto (the
“Incremental Term Lenders”) severally agree to make Other Term Loans to the U.S. Borrower in the aggregate principal amount of $300,000,000 (the “Tranche A-1 Loans”). 
 C. The Incremental Term Lenders are willing to make the Tranche A-1 Loans on the Incremental Effective Date, 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 an “Incremental Term Loan Assumption Agreement” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION 2. Incremental Term Lenders and Commitments. (a) On the terms and subject to the conditions set forth herein, each
Incremental Term Lender hereby agrees, severally and not jointly, to make a Tranche A-1 Loan to the U.S. Borrower on the Incremental Effective Date in a principal amount not exceeding the amount set forth next to such Incremental Term Lender’s
name on Schedule I attached hereto (with respect to each Incremental Term Lender, the “Incremental Term Loan Commitment”). 
 (b) The proceeds of the Tranche A-1 Loans are to be used by the U.S. Borrower solely for general corporate purposes of the U.S. Borrower and the Subsidiaries, including to prepay Revolving Loans and Swingline Loans
and to fund Restricted Payments permitted by the Credit Agreement. 







 (c) Unless previously terminated, the Incremental Term Loan Commitments shall terminate
upon the earlier of (i) the making of the Tranche A-1 Loans on the Incremental Effective Date and (ii) 5:00 p.m., New York City time, on March 30, 2008. 
 SECTION 3. Terms and Conditions. The Tranche A-1 Loans shall have the following additional terms and conditions: 
  

	 Incremental Term Loan Maturity Date: 
	As used in the Credit Agreement, the “Incremental Term Loan Maturity Date” of the Tranche A-1 Loans shall be December 20, 2013. 

  

	 Applicable Percentage: 
	As used in the Credit Agreement, the “Applicable Percentage” with respect to (a) Eurocurrency Tranche A-1 Loans shall be 3.50% and (b) ABR Tranche A-1 Loans shall be 2.50%;
provided, however, that, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche A-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 A-1 Loans is reduced to the applicable Targeted Outstanding
Amount (or lower), the Applicable Percentage applicable to outstanding Tranche A-1 Loans shall be increased by 2.00%: 

  

				
	Fiscal Quarter Ended	  	Targeted
Amount
Outstanding
	 March 2009
	  	$	288,750,000
	 June 2009
	  	$	277,500,000
	 September 2009
	  	$	266,250,000
	 December 2009
	  	$	255,000,000
	 March 2010
	  	$	240,000,000
	 June 2010
	  	$	225,000,000
	 September 2010
	  	$	210,000,000
	 December 2010
	  	$	195,000,000
	 March 2011
	  	$	180,000,000
	 June 2011
	  	$	165,000,000
	 September 2011
	  	$	150,000,000
	 December 2011
	  	$	135,000,000
	 March 2012
	  	$	120,000,000
	 June 2012
	  	$	105,000,000
	 September 2012
	  	$	90,000,000
	 December 2012
	  	$	75,000,000
	 March 2013
	  	$	56,250,000
	 June 2013
	  	$	37,500,000
	 September 2013
	  	$	18,750,000


  

 2 









	 Incremental Term Loan Repayment Date: 
	The U.S. Borrower shall pay to the Administrative Agent, for the accounts of the Incremental Term 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-1 Loans (as adjusted from time to time pursuant to Sections 2.11(b), 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: 

  

				
	Repayment Date	  	Amount
	 June 30, 2008
	  	$	750,000
	 September 30, 2008
	  	$	750,000
	 December 31, 2008
	  	$	750,000
	 March 31, 2009
	  	$	750,000
	 June 30, 2009
	  	$	750,000
	 September 30, 2009
	  	$	750,000
	 December 31, 2009
	  	$	750,000
	 March 31, 2010
	  	$	750,000
	 June 30, 2010
	  	$	750,000
	 September 30, 2010
	  	$	750,000
	 December 31, 2010
	  	$	750,000
	 March 31, 2011
	  	$	750,000
	 June 30, 2011
	  	$	750,000
	 September 30, 2011
	  	$	750,000
	 December 31, 2011
	  	$	750,000
	 March 31, 2012
	  	$	750,000
	 June 30, 2012
	  	$	750,000
	 September 30, 2012
	  	$	750,000
	 December 31, 2012
	  	$	750,000
	 March 31, 2013
	  	$	750,000
	 June 30, 2013
	  	$	750,000
	 September 30, 2013
	  	$	750,000
	 Maturity Date
	  	$	283,500,000


  

 3 









	 General: 
	For all purposes of the Credit Agreement and the other Loan Documents, the Incremental Term Loan Commitments shall constitute “Incremental Term Loan Commitments”; the Tranche A-1 Loans shall
constitute “Other Term Loans”; and the Incremental Term Lenders shall be “Lenders” and “Incremental Term Lenders” with respect to such Incremental Term Loan Commitments and Tranche A-1 Loans. For the avoidance of doubt,
except to the extent expressly provided otherwise by this Agreement, the provisions of the Credit Agreement shall govern the terms and conditions of the Incremental Term Loan Commitments and the Tranche A-1 Loans. 

 SECTION 4. Conditions Precedent. The obligations of the Incremental Term Lenders to make Tranche A-1 Loans on the Incremental
Effective Date shall be subject to satisfaction of the following conditions precedent: 
 (a) On the Incremental Effective
Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated as of the Incremental
Effective Date and executed by a Financial Officer of the U.S. Borrower. 
 (b) The Administrative Agent shall have received a
certificate, dated the Incremental Effective Date and executed by a Financial Officer of the U.S. Borrower, confirming that at the time of, and after giving effect to, the incurrence of the Tranche A-1 Loans to be made on the Incremental Effective
Date, the U.S. Borrower will be in Pro Forma Compliance. 
 (c) The Administrative Agent shall have received (with sufficient
copies for each of the Incremental Term Lender) legal opinions, board resolutions and an officer’s certificate consistent with those delivered on the Restatement Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of
Section 4.02 of the Credit Agreement. 
 (d) The Administrative Agent shall have received (on behalf of itself and the
Incremental Term Lenders) all fees and other amounts due and payable on or prior to the Incremental Effective Date, including, to the extent invoiced, 

  

 4 








 
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the U.S. Borrower hereunder or under any other Loan Document.

 SECTION 5. 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 6. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 SECTION 7. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of
the Credit Agreement. 
 SECTION 8. 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 10 hereof. Delivery of an executed
signature page to this Agreement by facsimile or other means of electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 SECTION 9. 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 10.
Effectiveness. This Agreement shall become effective as of the date (the “Incremental Effective Date”) that the Administrative Agent shall have received counterparts of this Agreement which, when taken together,
bear the signatures of the U.S. Borrower, Holdings, the Incremental Term Lenders, the Subsidiary Guarantors and the Administrative Agent. This Agreement may not be amended, supplemented or otherwise modified other than in a writing signed by each of
the parties hereto. 
 SECTION 11. 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
Incremental Term Lenders as such in respect of their Tranche A-1 Loans and the other Obligations owed to them from time to time. 
  

 5 








 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. 
  

					
	CB RICHARD ELLIS SERVICES, INC.,
		
	by	  	 /s/ Debera Fan

		  	Name:	 	Debera Fan
		  	Title:	 	SVP & Treasurer
	
	CB RICHARD ELLIS GROUP, INC.,
		
	by	  	 /s/ Debera Fan

		  	Name:	 	Debera Fan
		  	Title:	 	SVP & Treasurer
	
	EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO,
		
	by	  	 /s/ Debera Fan

		  	Name:	 	Debera Fan
		  	Title:	 	Authorized Signatory
	
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Incremental Term Lender and as Administrative Agent,
		
	by	  	 /s/ Bill O’Daly

		  	Name:	 	Bill O’Daly
		  	Title:	 	Director
		
	by	  	 /s/ Mikhail Faybusovich

		  	Name:	 	Mikhail Faybusovich
		  	Title:	 	Vice President


 [Signature Page to Incremental Term Loan Assumption Agreement] 








					
	CB/TCC GLOBAL HOLDINGS LIMITED,
		
	by	  	 /s/ Kenneth Kay

		  	Name:	 	Kenneth Kay
		  	Title:	 	Director of CB/TCC Global Holdings Limited


 [Signature Page to Incremental Term Loan Assumption Agreement] 








					
	TC HOUSTON, INC.,
		
	by	  	 /s/ Arlin E. Gaffner

		  	Name:	 	Arlin E. Gaffner
		  	Title:	 	EVP & Treasurer


 [Signature Page to Incremental Term Loan Assumption Agreement] 








					
	TCCT REAL ESTATE, INC.,
		
	by	  	 /s/ Arlin E. Gaffner

		  	Name:	 	Arlin E. Gaffner
		  	Title:	 	EVP & Treasurer


 [Signature Page to Incremental Term Loan Assumption Agreement] 








					
	TCDFW, INC.,
		
	by	  	 /s/ Arlin E. Gaffner

		  	Name:	 	Arlin E. Gaffner
		  	Title:	 	EVP & Treasurer


 [Signature Page to Incremental Term Loan Assumption Agreement] 








					
	TRAMMELL CROW DEVELOPMENT & INVESTMENT, INC.,
		
	by	  	 /s/ Arlin E. Gaffner

		  	Name:	 	Arlin E. Gaffner
		  	Title:	 	EVP & Treasurer


 [Signature Page to Incremental Term Loan Assumption Agreement] 







 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 The Royal Bank of Scotland
 8th and 9th
Floor, 280 Bishopsgate,
 London FC2M 4RB

		
		  	   /s/ Michael Wragg

		  	Name:	  	Michael Wragg
		  	Title:	  	Relationship Director








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 Barclays Bank PLC

		
		  	   /s/ Nicholas A. Bell

		  	Name:	  	Nicholas A. Bell
		  	Title:	  	Director








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 HSBC Bank USA, National Association

		
		  	   /s/ Andrew Hietala

		  	Name:	  	Andrew Hietala
		  	Title:	  	First Vice President








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 BNP Paribas

		
		  	   /s/ Janice Ho

		  	Name:	  	Janice S.H. Ho
		  	Title:	  	Managing Director
		
		  	   /s/ Charles Jou

		  	Name:	  	Charles C. Jou
		  	Title:	  	Vice President








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 Wells Fargo Bank, N.A.

		
		  	   /s/ Jaimie Yun

		  	Name:	  	Jaimie Yun
		  	Title:	  	Vice President








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 Commerzbank AG, New York and Grand Cayman Branches

		
		  	   /s/ Christian Jagenberg

		  	Name:	  	Christian Jagenberg
		  	Title:	  	SVP & Manager
		
		  	   /s/ Matthew Havens

		  	Name:	  	Matthew Havens
		  	Title:	  	Assistant Treasurer








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 The Bank of Nova Scotia

		
		  	   /s/ Ning Cai

		  	Name:	  	Ning Cai
		  	Title:	  	Director








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 Fifth Third Bank

		
		  	   /s/ Elizabeth Zajicek

		  	Name:	  	Elizabeth Zajicek
		  	Title:	  	Officer








 SIGNATURE PAGE TO THE 
 INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT 
 DATED AS OF MARCH 27, 2008, TO THE 
 CB RICHARD ELLIS SERVICES, INC. 
 AMENDED AND
RESTATED CREDIT 
 AGREEMENT DATED AS OF DECEMBER 20, 2006 
  

					
	 Name of
 INCREMENTAL TERM LENDER:
	  	 First Tennessee Bank

		
		  	   /s/ Matthew A. Wages

		  	Name:	  	Matthew A. Wages
		  	Title:	  	Vice President








 SCHEDULE I 
 Incremental Term Lenders and Commitments 
  

					
	Incremental Term Lender	  	 Incremental
Term
Loan
Commitment
  
	 
	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	  	 	98,000,000.00	        
	 THE ROYAL BANK OF SCOTLAND PLC
	  	 	44,000,000.00	 
	 BARCLAYS BANK PLC
	  	 	44,000,000.00	 
	 HSBC BANK USA, NATIONAL ASSOCIATION
	  	 	44,000,000.00	 
	 BNP PARIBAS
	  	 	18,000,000.00	 
	 WELLS FARGO BANK, N.A.
	  	 	18,000,000.00	 
	 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

	  	 	12,000,000.00	 
	 THE BANK OF NOVA SCOTIA
	  	 	10,000,000.00	 
	 FIFTH THIRD BANK
	  	 	10,000,000.00	 
	 FIRST TENNESSEE BANK, NA
	  	 	2,000,000.00	 
	 Total:    
	  	$	300,000,000.00	 








 SCHEDULE II 
 Subsidiary Guarantors 
 CB Richard Ellis, Inc. 
 Insignia Financial Group, LLC 
 CB Richard Ellis Real Estate Services, LLC 
 CBRE Consulting, Inc. 
 CBRE Melody & Company 
 CBRE/LJM-Nevada, Inc. 
 Insignia/ESG Capital Corporation 
 CB Richard Ellis of California, Inc. 
 CBRE–Profi Acquisition Corp. 
 CB Richard Ellis Investors, Inc. 
 Westmark Real Estate Acquisition Partnership, L.P. 
 HoldPar A 
 HoldPar B 
 CB Richard Ellis Investors, L.L.C. 
 CBRE/LJM Mortgage Company, L.L.C. 
 CBRE Melody of Texas, LP 
 Koll Partnerships I, Inc. 
 Trammell Crow Company 
 TCC Risk Services, Inc. 
 Trammell Crow Services, Inc. 
 The Polacheck Company, Inc. 
 CB Richard Ellis Hawaii, Inc. 
 CB/TCC Holdings LLC