Unassociated Document


    
       

      Exhibit 10.1

       

      
        

        

      

    

    
      LOAN
MODIFICATION AGREEMENT

       

      dated as
of March 29, 2010,

       

      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 AG,

      


      as
Administrative Agent and Collateral Agent

       

      
        
          

        

      

       

      CREDIT
SUISSE SECURITIES (USA) LLC

       

      and

       

      BANC OF
AMERICA SECURITIES LLC,

       

      as Joint
Lead Arrangers

       

      
        

        

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        LOAN
MODIFICATION AGREEMENT dated as of March 29, 2010 (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 Accepting Lenders (as defined below) and CREDIT SUISSE AG (“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 (as amended, supplemented or otherwise modified from time to time, the
“Credit
Agreement”), among Holdings, the U.S. Borrower, the other Borrowers party
thereto, 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 March 12, 2010 (such
notice, including the Summary of Principal Changed Terms attached thereto as
Exhibit A, the “Offer
Notice”), a Loan Modification Offer to the Lenders to make certain
Permitted Amendments as described therein.

         

        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.  Each of the Accepting Lenders set forth on
Schedule I
hereto (the “Tranche B-1A
Lenders”) agrees that the principal amount of its Tranche A-4 Loans set
forth on Schedule I shall hereby be converted into Other Term Loans (the “Tranche B-1A
Loans”) in a like principal amount and on the terms and subject to the
conditions set forth herein:

         

        
          	
                  Tranche B-1A Maturity
      Date and Amortization:

                	
                  As
      used in the Credit Agreement, the “Other Term Loan Maturity Date” of the
      Tranche B-1A Loans shall be December 20, 2015.  There will be no
      scheduled amortization payments prior to the Tranche B-1A Maturity
      Date.

                


        

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        
          	
                  Applicable
      Percentage:

                	
                  As
      used in the Credit Agreement, the “Applicable Percentage” with respect to
      any Fixed Rate Tranche B-1A Loan and Daily Rate Tranche B-1A 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:

                


        

        


        
          
            	 	
                    Leverage

                    Ratio

                  	 	
                    Fixed
      Rate Spread

                  	 	
                    Daily
      Rate Spread

                  
	 	 	 	 	 	 
	 	
                    Category
      1

                    Greater
      than 4.00 to 1.0

                  	 	
                    5.50%

                  	 	
                    4.50%

                  
	 	 	 	 	 	 
	 	
                    Category
      2

                    Greater
      than 3.75 to 1.0 but less than or equal to 4.00

                    to
      1.0

                  	 	
                    5.50%

                  	 	
                    4.50%

                  
	 	 	 	 	 	 
	 	
                    Category
      3

                    Greater
      than 3.25 to 1.0 but less than or equal to 3.75

                    to
      1.0

                  	 	
                    4.50%

                  	 	
                    3.50%

                  
	 	 	 	 	 	 
	 	
                    Category
      4

                    Greater
      than 2.75 to 1.0 but less than or equal to 3.25

                    to
      1.0

                  	 	
                    4.50%

                  	 	
                    3.50%

                  
	 	 	 	 	 	 
	 	
                    Category
      5

                    Greater
      than 2.25 to 1.0 but less than or equal to 2.75

                    to
      1.0

                  	 	
                    4.50%

                  	 	
                    3.50%

                  
	 	 	 	 	 	 
	 	
                    Category
      6

                    Equal
      to or less than 2.25 to 1.0

                  	 	
                    4.50%

                  	 	
                    3.50%

                  


          

        

        


        
          	 
      	
                  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-1A
      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-1A Loans is reduced to the applicable
      Targeted Outstanding Amount (or lower), the Applicable Percentage
      applicable to each outstanding Tranche B-1A Loans shall be increased by
      0.50%:

                


        

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

         

        
          
            	 	
                    Fiscal
      Quarter

                    Ended

                  	
                    Targeted
      Outstanding Amount

                  
	 	
                    June
      2010

                  	
                    $114,755,024.43

                  
	 	
                    September
      2010

                  	
                    $114,467,417.85

                  
	 	
                    December
      2010

                  	
                    $114,179,811,28

                  
	 	
                    March
      2011

                  	
                    $113,892,204.70

                  
	 	
                    June
      2011

                  	
                    $113,604,598.12

                  
	 	
                    September
      2011

                  	
                    $113,316,991.54

                  
	 	
                    December
      2011

                  	
                    $113,029,384.97

                  
	 	
                    March
      2012

                  	
                    $112,741,778.39

                  
	 	
                    June
      2012

                  	
                    $112,454,171.81

                  
	 	
                    September
      2012

                  	
                    $112,166,565.23

                  
	 	
                    December
      2012

                  	
                    $111,878,958.66

                  
	 	
                    March
      2013

                  	
                    $111,591,352.08

                  
	 	
                    June
      2013

                  	
                    $111,303,745.50

                  
	 	
                    September
      2013

                  	
                    $111,016,138.92

                  
	 	
                    December
      2013

                  	
                    $110,728,532.35

                  
	 	
                    March
      2014

                  	
                    $110,440,925.77

                  
	 	
                    June
      2014

                  	
                    $110,153,319.19

                  
	 	
                    September
      2014

                  	
                    $109,865,712.61

                  
	 	
                    December
      2014

                  	
                    $109,578,106.04

                  
	 	
                    March
      2015

                  	
                    $109,290,499.46

                  
	 	
                    June
      2015

                  	
                    $109,002,892.88

                  
	 	
                    September
      2015

                  	
                    $108,715,286.30

                  


          

        

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

         

        
          	
                  General:

                	
                  For
      all purposes of the Credit Agreement and the other Loan Documents, the
      Tranche B-1A Loans shall constitute “Other Term Loans”; Borrowings
      comprised of Tranche B-1A Loans shall constitute “Tranche B-1A
      Borrowings”; and the Tranche B-1A Lenders shall be “Lenders”, “Term
      Lenders” and “Accepting Lenders” with respect to such Tranche B-1A
      Loans.  Except to the extent provided herein, the terms and
      conditions of the Tranche B-1A 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-4 Borrowings beginning prior to the Loan Modification
      Effective Date and ending thereafter shall constitute the Interest Period
      with respect to the Tranche B-1A Borrowing until the end of such
      Interest Period.

                   

                  For
      purposes of clause (ii) in the third paragraph of the definition of
      “Applicable Percentage” in the Credit Agreement, the Tranche B-1A
      Loans (A) shall not 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, but (B) the
      “Applicable Percentage” with respect to the Tranche B-1A Loans shall be
      reduced by 0.50% in the event of such
  prepayment.

                


        

         

        SECTION
3.  Representations
and Warranties.  To induce the other parties hereto to enter
into this Agreement, Holdings and the U.S. Borrower 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.

         

        SECTION
4.  Conditions
Precedent to Effectiveness of Modifications.  The modifications
of 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”):

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

         

        (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 U.S. Borrower,
substantially to the effect set forth in Exhibit A-2 to this Agreement, in
each case (A) dated as of the Loan Modification Effective Date,
(B) addressed to 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 U.S. Borrower hereby request such counsel to deliver such
opinions.

         

        (b)  The
Administrative Agent shall have received (i) a certificate of the Secretary
or Assistant Secretary of each of Holdings, the U.S. Borrower and the Subsidiary
Guarantors that are a Domestic Subsidiaries (the “Domestic Loan
Parties”) dated as of the Loan Modification Effective Date and certifying
(A) either (x) that none of the by-laws, certificates, articles of
incorporation, partnership agreements or other comparable organizational
documents of such Domestic Loan Party (the “Organizational
Documents”) have been amended since February 5, 2010 and that the
Organizational Documents continue to be in full force and effect and/or
(y) to the extent that the Organizational Documents have been amended since
such date, that attached to such certificate are true and complete copies of
such amended Organizational Documents and that such amended Organizational
Documents are in full force and effect; and (B) that attached to such
certificate is a true and complete copy of resolutions duly adopted by the Board
of Directors or partners (or comparable governing body) of such Domestic 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; (ii) a
certificate of another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to
clause (i) above; and (iii) 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 U.S. Borrower and Holdings hereunder or under any other Loan
Document.

         

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

         

        (d)  The
Administrative Agent shall have received counterparts of this Agreement which,
when taken together, bear the signatures of the Domestic Loan Parties, the
Accepting Lenders and the Administrative Agent.

         

        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 4 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
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.  Amendment.  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 (other than Guarantors that are Foreign Subsidiaries) hereby
acknowledges its receipt of a copy of this Agreement and its review of the terms
and conditions hereof, and each of such 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.

         

        
          
             

          

          
            7

            
              

            

          

          
             

          

        

         

        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:	
                  Senior
      Vice President and Treasurer

                


        

         

        
          	 	
                  CB
      RICHARD ELLIS GROUP, INC.,

                
	 	 
      
	 	
                  by

                	 	 
      
	 	 
      	
                  /s/
      Debera Fan

                
	 	 
      	Name:  	
                  Debera
      Fan

                
	 	 
      	Title:	
                  Senior
      Vice President and Treasurer

                


        

         

        
          
            [CBRE
Loan Modification Agreement]

             

          

          
            8

            
              

            

          

          
             

          

        

         

        
          	 	
                  EACH
      OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II
      HERETO,

                
	 	 
      
	 	
                  by

                	 	 
      
	 	 
      	
                  /s/
      Debera Fan

                
	 	 
      	Name:  	
                  Debera
      Fan

                
	 	 
      	Title:	
                  Authorized
      Signatory

                


        

         

        
          
            [CBRE
Loan Modification Agreement]

             

          

          
            9

            
              

            

          

          
             

          

        

         

        
          	 	
                  EACH
      OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE III
      HERETO,

                
	 	 
      
	 	
                  by

                	 	 
      
	 	 
      	
                  /s/
      Robert E Sulentic

                
	 	 
      	Name:  	
                  Robert
      E Sulentic

                
	 	 
      	Title:	
                  Executive
      Vice President

                


        

         

        
          	 	
                  TRAMMELL
      CROW DEVELOPMENT & INVESTMENT, INC.

                
	 	 
      
	 	
                  by

                	 	 
      
	 	
                   
      

                	
                  /s/
      Robert E Sulentic

                
	 	 
      	Name:  	
                  Robert
      E Sulentic

                
	 	 
      	Title:	
                  President
      and Chief Executive Officer

                


        

        


        
          
            [CBRE
Loan Modification Agreement]

             

          

          
            10

            
              

            

          

          
             

          

        

         

        
          	 	
                  CREDIT
      SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative
  Agent,

                
	 	 
      
	 	
                  by

                	 	 
      
	 	 
      	
                  /s/
      William O’Daly

                
	 	 
      	Name:  	
                  William
      O’Daly

                
	 	 
      	Title:	
                  Director

                
	 	 
      	 	 
      
	 	 
      
	 	
                  by

                	 	 
      
	 	 
      	
                  /s/
      Ilya Ivashkov

                
	 	 
      	Name:  	
                  Ilya
      Ivashkov

                
	 	 
      	Title:	
                  Associate

                


        

         

        
          
            [CBRE
Loan Modification Agreement]

             

          

          
            11

            
              

            

          

          
             

          

        

         

        SCHEDULE I

         

        Tranche B-1A Lenders and
Loans

         

        
          	
                  Tranche
      B-1A Lender

                	
                  Tranche
      A-4 Loans

                  converted
      into

                  Tranche
      B-1A Loans

                
	
                  Bank
      of Montreal

                	
                  3,000,000.00

                
	
                  Camulos
      Loan Vehicle I Ltd

                	
                  4,000,000.00

                
	
                  Credit
      Suisse Loan Funding LLC

                	
                  6,201,056.69

                
	
                  DFR
      Middle Market CLO LTD

                	
                  2,000,000.00

                
	
                  Fidelity
      Advisor Series I: Fidelity Advisor Floating Rate High Income
      Fund

                	
                  8,315,000.00

                
	
                  Fidelity
      Central Investment Portfolios LLC: Fidelity Floating Rate Central
      Investment Portfolio

                	
                  5,535,000.00

                
	
                  Pyramis
      Floating Rate High Income Commingled Pool

                	
                  150,000.00

                
	
                  Fifth
      Third Bank

                	
                  10,323,895.49

                
	
                  Gulf
      Stream Compass CLO 2005-1 Ltd

                	
                  1,500,000.00

                
	
                  Gulf
      Stream-Sextant CLO 2007-1, Ltd.

                	
                  2,500,000.00

                
	
                  Gulfstream-Sextant
      CLO 2006-1, Ltd.

                	
                  1,500,000.00

                
	
                  Gulf
      Stream Compass CLO 2005-2 Ltd.

                	
                  1,500,000.00

                
	
                  Neptune
      Finance CCS, LTD.

                	
                  1,000,000.00

                
	
                  Hillmark
      Funding Ltd.

                	
                  1,000,000.00

                
	
                  Stoney
      Lane Funding I Ltd.

                	
                  1,000,000.00

                
	
                  AIM
      Floating Rate Fund

                	
                  542,611.32

                
	
                  Alzette
      European CLO S.A.

                	
                  101,250.95

                
	
                  Avalon
      Capital Ltd. 3

                	
                  704,068.33

                
	
                  Belhurst
      Clo Ltd.

                	
                  587,105.44

                
	
                  Champlain
      CLO, Ltd.

                	
                  474,845.19

                
	
                  Diversified
      Credit Portfolio Ltd.

                	
                  1,012,874.45

                
	
                  Hudson
      Canyon Funding II Ltd.

                	
                  490,761.79

                
	
                  Limerock
      CLO I

                	
                  589,396.47

                
	
                  Moselle
      CLO S.A.

                	
                  212,451.26

                
	
                  Nautique
      Funding Ltd.

                	
                  664,276.83

                
	
                  Saratoga
      CLO I, Limited

                	
                  350,285.75

                
	
                  Wasatch
      CLO Ltd.

                	
                  787,751.05

                


        

         

        
          
             

          

          
            12

            
              

            

          

          
             

          

        

         

        
          	
                  Tranche
      B-1A Lender

                	
                  Tranche
      A-4 Loans

                  converted
      into

                  Tranche
      B-1A Loans

                


        

        
          	
                  Silver
      Crest CBNA Loan Funding LLC

                	
                  500,000.00

                
	
                  Employers
      Insurance Company of Wausau

                	
                  1,600,000.00

                
	
                  Liberty
      Mutual Insurance Company

                	
                  6,400,000.00

                
	
                  Confluent
      3 Limited

                	
                  666,666.67

                
	
                  Qualcomm
      Global Trading, Inc.

                	
                  1,733,333.33

                
	
                  Van
      Kampen Senior Loan Fund

                	
                  800,000.00

                
	
                  Van
      Kampen Senior Income Trust

                	
                  800,000.00

                
	
                  Centaurus
      Loan Trust

                	
                  180,000.00

                
	
                  Clydesdale
      CLO 2007 Ltd.

                	
                  960,000.00

                
	
                  Clydesdale
      Strategic CLO I Ltd.

                	
                  150,000.00

                
	
                  NCRAM
      Loan Trust

                	
                  210,000.00

                
	
                  NCRAM
      Senior Loan Trust 2005

                	
                  1,350,000.00

                
	
                  Nomura
      Bond & Loan Fund

                	
                  150,000.00

                
	
                  Oppenheimer
      Master Loan Fund LLC

                	
                  2,585,000.00

                
	
                  Oppenheimer
      Senior Floating Rate Fund

                	
                  2,415,000.00

                
	
                  Raymond
      James Bank FSB

                	
                  5,000,000.00

                
	
                  Ridgeworth
      Funds Seix Floating Rate High Whitehorse II Ltd Fund

                	
                  9,260,000.00

                
	
                  Rochdale
      Fixed Income Opportunities Portfolio

                	
                  740,000.00

                
	
                  ECP
      CLO 2008-1 Ltd.

                	
                  1,000,000.00

                
	
                  Loan
      Funding XIII LLC

                	
                  500,000.00

                
	
                  Cornerstone
      CLO Ltd.

                	
                  500,000.00

                
	
                  Stone
      Tower CLO III Ltd.

                	
                  500,000.00

                
	
                  Stone
      Tower CLO IV Ltd.

                	
                  1,500,000.00

                
	
                  Stone
      Tower CLO V Ltd.

                	
                  1,500,000.00

                
	
                  Stone
      Tower CLO VII Ltd.

                	
                  500,000.00

                
	
                  Stone
      Tower Credit Funding I Ltd.

                	
                  15,000,000.00

                
	
                  Stonetower
      CLO VI Ltd.

                	
                  500,000.00

                
	
                  Whitehorse
      II Ltd.

                	
                  2,000,000.00

                
	
                  Total:

                	
                  $115,042,631.01

                


        

         

        
          
             

          

          
            13

            
              

            

          

          
             

          

        

         

        SCHEDULE II

         

        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 Loan
Services, 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.

         

        
          
             

          

          
            14

            
              

            

          

          
             

          

        

         

        SCHEDULE III

         

        Subsidiary
Guarantors

         

        TC
Houston, Inc.

        TCCT Real
Estate, Inc.

        TCDFW,
Inc.

         

        
          
             

          

          
            15