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

 

 

 


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:

 

Leverage Ratio

   Fixed Rate
Spread
  Daily Rate
Spread
  Facility
Fee

Category 1

Greater than 4.00 to 1.0

   4.75%   3.75%   0.75%

Category 2

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

   4.00%   3.00%   0.75%

Category 3

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

   3.50%   2.50%   0.75%

Category 4

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

   3.00%   2.00%   0.75%

Category 5

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

   2.75%   1.75%   0.75%

Category 6

Equal to or less than 2.25 to 1.0

   2.50%   1.50%   0.75%

 

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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:

 

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

   4.75%   3.75%

Category 3

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

to 1.0

   4.25%   3.25%

Category 4

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

to 1.0

   3.75%   2.75%

Category 5

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

to 1.0

   3.50%   2.50%

Category 6

Equal to or less than 2.25 to 1.0

   3.25%   2.25%

 

9


  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:

 

Repayment Date

   Amount

September 30, 2009

   $ 0

December 31, 2009

   $ 0

March 31, 2010

   $ 8,709,166.03

June 30, 2010

   $ 8,709,166.03

September 30, 2010

   $ 8,709,166.03

December 31, 2010

   $ 8,709,166.03

March 31, 2011

   $ 8,709,166.03

June 30, 2011

   $ 8,709,166.03

September 30, 2011

   $ 8,709,166.03

December 31, 2011

   $ 8,709,166.03

March 31, 2012

   $ 8,709,166.03

June 30, 2012

   $ 8,709,166.03

September 30, 2012

   $ 8,709,166.03

December 31, 2012

   $ 8,709,166.03

March 31, 2013

   $ 8,709,166.03

Tranche A-2 Maturity Date

   $ 177,086,375.85

 

   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:

 

Leverage Ratio

   Fixed Rate
Spread
  Daily Rate
Spread

Category 1

Greater than 4.00 to 1.0

   5.00%   4.00%

Category 2

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

to 1.0

   5.00%   4.00%

Category 3

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

to 1.0

   4.00%   3.00%

Category 4

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

to 1.0

   4.00%   3.00%

Category 5

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

to 1.0

   4.00%   3.00%

Category 6

Equal to or less than 2.25 to 1.0

   4.00%   3.00%

 

12


   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%:

 

Fiscal Quarter Ended

   Targeted
Outstanding
Amount

September 2009

   $ 197,146,110

December 2009 to September 2013

   $ 167,574,194

 

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:

 

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%

 

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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%:

 

Fiscal Quarter Ended

   Targeted
Outstanding
Amount

September 2009

   $ 296,183,903

December 2009

   $ 295,441,587

March 2010

   $ 294,699,272

June 2010

   $ 293,956,956

September 2010

   $ 293,214,640

December 2010

   $ 292,472,325

March 2011

   $ 291,730,009

June 2011

   $ 290,987,694

September 2011

   $ 290,245,378

December 2011

   $ 289,503,063

March 2012

   $ 288,760,747

June 2012

   $ 288,018,432

September 2012

   $ 287,276,116

December 2012

   $ 286,533,801

March 2013

   $ 285,791,485

June 2013

   $ 285,049,169

September 2013

   $ 284,306,854

December 2013

   $ 283,564,538

March 2014

   $ 282,822,223

June 2014

   $ 282,079,907

September 2014

   $ 281,337,592

December 2014

   $ 280,595,276

March 2015

   $ 279,852,961

June 2015

   $ 279,110,645

September 2015

   $ 278,368,330

 

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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.

 

17


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.

 

18


(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.

 

19


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:   Sr. Vice President & Treasurer
CB RICHARD ELLIS GROUP, INC.,
by  
 

/s/    DEBERA FAN

Name:   Debera Fan
Title:   Sr. Vice President & Treasurer
CB RICHARD ELLIS LIMITED, a limited company organized under the laws of England and Wales,
by  
 

/s/    P. EMBUREY

Name:   P. Emburey
Title:   Director
 

/s/    A. LOWTH

Name:   A. Lowth
Title:   Director
CB RICHARD ELLIS LIMITED, a corporation organized under the laws of the province of New Brunswick,
by  
 

/s/    CAMILLE MCKEE

Name:   Camille McKee
Title:   Vice President


CB RICHARD ELLIS PTY LTD, a company organized under the laws of Australia and registered in New South Wales,

by

 

 

/s/    JOHN LLEWELLYN BELL

Name:   John Llewellyn Bell
Title:   Director
 

/s/    BELINDA JAYE TOZER

Name:   Belinda Jaye Tozer
Title:   Director
CB RICHARD ELLIS LIMITED, a company organized under the laws of New Zealand,

by

 

 

/s/    JOHN LLEWELLYN BELL

Name:   John Llewellyn Bell
Title:   Director
 

/s/    BELINDA JAYE TOZER

Name:   Belinda Jaye Tozer
Title:   Director
CB/TCC GLOBAL HOLDINGS LIMITED, a limited company organized under the laws of England and Wales,

by

 

 

/s/    ELIZABETH THETFORD

Name:   Elizabeth Thetford
Title:   Director
 

/s/    MARCUS SMITH

Name:   Marcus Smith
Title:   Director


EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE VII HERETO,

by

 

 

/s/    DEBERA FAN

Name:   Debera Fan
Title:   Sr. Vice President & Treasurer
EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE VIII HERETO,

by

 

 

/s/    ROBERT E. SULENTIC

Name:   Robert E. Sulentic
Title:   Executive Vice President
TRAMMEL CROW DEVELOPMENT & INVESTMENT, INC.,

by

 

 

/s/    ROBERT E. SULENTIC

Name:   Robert E. Sulentic
Title:   President and Chief Executive Officer


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Accepting Lender and as Administrative Agent,

by

 

 

/s/    BILL O’DALY

Name:   Bill O’Daly
Title:   Director
 

/s/    KARIM BLASETTI

Name:   Karim Blasetti
Title:   Vice President


FIRST TENNESSEE BANK
as a Lender,

by

 

 

/s/    MATTHEW A. WAGES

Name:   Matthew A. Wages
Title:   Vice President

THE BANK OF NOVA SCOTIA

 

as a Lender,

by

 

 

/s/    PATRIK G. NORRIS

Name:   Patrik G. Norris
Title:   Director

BARCLAYS BANK PLC

 

as a Lender,

by

 

 

/s/    DAVID BARTON

Name:   David Barton
Title:   Director

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 

as a Lender,

by

 

 

/s/    BILL O’DALY

Name:   Bill O’Daly
Title:   Director
 

/s/    KARIM BLASETTI

Name:   Karim Blasetti
Title:   Vice President


FIFTH THIRD BANK
as a Lender,

by

 

 

/s/    JUDY HULS

Name:   Judy Huls
Title:   Assistant Vice President

HSBC BANK USA, NATIONAL ASSOCIATION

 

as a Lender,

by

 

 

/s/    ANDREW W. HIETALA

Name:   Andrew W. Hietala
Title:   First Vice President

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

 

as a Lender,

by

 

 

/s/    YORAM DANKNER

Name:   Yoram Dankner
Title:   Managing Director
 

/s/    ELAINE TUNG

Name:   Elaine Tung
Title:   Director


CALLIDUS DEBT PARTNERS CLO FUND II, LTD.

By: Its Collateral Manager, Callidus Capital

Management, LLC

 

as a Lender,

by

 

 

/s/    IRA GINSBURG

Name:   Ira Ginsburg
Title:   Principal
CALLIDUS DEBT PARTNERS CLO FUND III LTD.
By: Its Collateral Manager, Callidus Capital Management, LLC

 

as a Lender,

by

 

 

/s/    IRA GINSBURG

Name:   Ira Ginsburg
Title:   Principal

NATIXIS

 

as a Lender,

 

by

 

 

/s/    PIETER VAN TULDER

Name:   Pieter van Tulder
Title:   Managing Director
 

/s/    PAUL MOISSELIN

Name:   Paul Moisselin
Title:   Associate


NATIONAL CITY BANK
as a Lender,

by

 

 

/s/    CARLA KEHRES

Name:   Carla Kehres
Title:   Senior Vice President
OCTAGON INVESTMENT PARTNERS V, LTD.
By: Octagon Credit Investors, LLC

as Portfolio Manager

 

as a Lender,

by

 

 

/s/    MICHAEL B. NECHAMKIN

Name:   Michael B. Nechamkin
Title:   Senior Portfolio Manager
OCTAGON INVESTMENT PARTNERS VII, LTD.

By: Octagon Credit Investors, LLC

as Collateral Manager

 

as a Lender,

by

 

 

/s/    MICHAEL B. NECHAMKIN

Name:   Michael B. Nechamkin
Title:   Senior Portfolio Manager


BRIDGEPORT CLO LTD.

By: Deerfield Capital Management LLC

as its Collateral Manager

 

as a Lender,

by

 

 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director
BRIDGEPORT CLO II LTD.

By: Deerfield Capital Management LLC

as its Collateral Manager

 

as a Lender,

by

 

 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director
CUMBERLAND II CLO LTD.

By: Deerfield Capital Management LLC

as its Collateral Manager

 

as a Lender,

by

 

 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director
MARQUETTE PARK CLO LTD.

By: Deerfield Capital Management LLC

as its Collateral Manager

 

as a Lender,

by

 

 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director


THE ROYAL BANK OF SCOTLAND
as a Lender,

by

 

 

/s/    JOHN TULLOCH

Name:   John Tulloch
Title:   Director, Portfolio Manager

WELLS FARGO BANK, N.A.

 

as a Lender,

by

 

 

/s/    JAIMIE YUN

Name:   Jaimie Yun
Title:   Vice President

BANK OF AMERICA, N.A.

 

as a Lender,

by

 

 

/s/    RONALD ODLOZIL

Name:   Ronald Odlozil
Title:   Senior Vice President

BANCO ESPÍRITO SANTO, S.A. – NEW YORK BRANCH

 

as a Lender,

by

 

 

/s/    NUNO SOUSA

Name:   Nuno Sousa
Title:   Vice President
 

/s/    ANDREW M. ORSEN

Name:   Andrew M. Orsen
Title:   Vice President


GREYROCK CDO LTD.

By: Aladdin Capital Management LLC

as Manager

 

as a Lender,

 

by

 

 

/s/    WILLIAM W. LOWRY

Name:   William W. Lowry
Title:   Authorized Signatory
LANDMARK III CDO LIMITED

By: Aladdin Capital Management LLC

as Manager

 

as a Lender,

by

 

 

/s/    WILLIAM W. LOWRY

Name:   William W. Lowry
Title:   Authorized Signatory
LANDMARK IV CDO LIMITED

By: Aladdin Capital Management LLC

as Manager

 

as a Lender,

by

 

 

/s/    WILLIAM W. LOWRY

Name:   William W. Lowry
Title:   Authorized Signatory


LANDMARK VI CDO LTD

By: Aladdin Capital Management LLC

as Manager

 

as a Lender,

by

 

 

/s/    WILLIAM W. LOWRY

Name:   William W. Lowry
Title:   Authorized Signatory
LANDMARK VIII CLO LTD
By: Aladdin Capital Management LLC

as Manager

 

as a Lender,

by

 

 

 

/s/    WILLIAM W. LOWRY

Name:   William W. Lowry
Title:   Authorized Signatory
COLUMBUS PARK CDO LTD.

By: GSO / Blackstone Debt Funds

Management LLC

as Collateral Manager

 

as a Lender,

 

by

 

 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory


ESSEX PARK CDO LTD.

By: Blackstone Debt Advisors L.P.

as Collateral Manager

 

as a Lender,

by  
 

/s/    DEAN T. CRIARES

Name:   Dean T. Criares
Title:   Authorized Signatory
LAFAYETTE SQUARE CDO LTD.

By: Blackstone Debt Advisors L.P.

as Collateral Manager

 

as a Lender,

by  
 

/s/    DEAN T. CRIARES

Name:   Dean T. Criares
Title:   Authorized Signatory
LOAN FUNDING VI LLC,

for itself or as agent for Corporate Loan

Funding VI LCC

 

as a Lender,

by

 

 

/s/    DEAN T. CRIARES

Name:   Dean T. Criares
Title:   Authorized Signatory
MONUMENT PARK CDO LTD.

By: Blackstone Debt Advisors L.P.

as Collateral Manager

 

as a Lender,

 

by

 

 

/s/    DEAN T. CRIARES

Name:   Dean T. Criares
Title:   Authorized Signatory


UNION SQUARE CDO LTD.

By: Blackstone Debt Advisors L.P.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    DEAN T. CRIARES

Name:   Dean T. Criares
Title:   Authorized Signatory
RIVERSIDE PARK CLO LTD.
By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager

 

as a Lender,

 

by

 

 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory

ING INVESTMENT MANAGEMENT CLO I, LTD.

 

as a Lender,

by

 

 

/s/    JAMES L. ESSERT

Name:   James L. Essert
Title:   Vice President


ING INVESTMENT MANAGEMENT

CLO II, LTD.

as a Lender,

by

 

 

/s/    JAMES L. ESSERT

Name:   James L. Essert
Title:   Vice President

ING INVESTMENT MANAGEMENT CLO IV, LTD.

 

as a Lender,

by

 

 

/s/    JAMES L. ESSERT

Name:   James L. Essert
Title:   Vice President

ING INTERNATIONAL II SENIOR BANK LOANS EURO

 

as a Lender,

by

 

 

/s/    JAMES L. ESSERT

Name:   James L. Essert
Title:   Vice President
ALZETTE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory


AVALON CAPITAL LTD. 3

By: INVESCO Senior Secured Management, Inc.

as Asset Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory
BELHURST CLO LTD.

By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory
BLT 2009 – 1 LTD.

By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory


CHAMPLAIN CLO, LTD.

By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory
LIMEROCK CLO I

By: INVESCO Senior Secured Management, Inc.

as Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory
MOSELLE CLO S.A.

By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory


NAUTIQUE FUNDING LTD.

By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory
SAGAMORE CLO LTD.

By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory
SARATOGA CLO I, LIMITED

By: INVESCO Senior Secured Management, Inc.

as the Asset Manager

 

as a Lender,

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory


WASATCH CLO LTD

By: INVESCO Senior Secured Management, Inc.

as Portfolio Manager

 

as a Lender,

 

by

 

 

/s/    JOSEPH ROTONDO

Name:   Joseph Rotondo
Title:   Authorized Signatory
FM LEVERAGED CAPITAL FUND II

By: GSO/BLACKSTONE Debt Funds

Management LLC

as Subadviser to FriedbergMilstein LLC

 

as a Lender,

 

by

 

 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory
GALE FORCE 1 CLO, LTD

By: GSO / Blackstone Debt Funds

Management LLC

as Collateral Manager

 

as a Lender,

 

by

 

 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory


GALE FORCE 3 CLO, LTD

By: GSO / Blackstone Debt Funds

Management LLC

as Collateral Manager

 

as a Lender,

 

by  
 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory
GALE FORCE 4 CLO, LTD

By: GSO / Blackstone Debt Funds

Management LLC

as Collateral Manager

 

as a Lender,

by  
 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory
HUDSON STRAITS CLO 2004, LTD.

By: GSO / Blackstone Debt Funds

Management LLC

as Collateral Manager

 

as a Lender,

 

by  
 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory


TRIBECA PARK CLO LTD.

By: GSO / Blackstone Debt Funds

Management LLC

as Collateral Manager

 

as a Lender,

 

by

 

 

/s/    DANIEL H. SMITH

Name:   Daniel H. Smith
Title:   Authorized Signatory
GULF STREAM-COMPASS CLO 2005-I, LTD
By: Gulf Stream Asset Management LLC

as Collateral Manager

 

as a Lender,

by

 

 

/s/    STEPHEN RIDDELL

Name:   Stephen Riddell
Title:   Credit Fund Portfolio Manager
GULF STREAM-RASHINBAN CLO 2006-1 LTD.
By: Gulf Stream Asset Management, LLC

as Collateral Manager

 

as a Lender,

by

 

 

/s/    STEPHEN RIDDELL

Name:   Stephen Riddell
Title:   Credit Fund Portfolio Manager


GULF STREAM-COMPASS CLO 2007, LTD.

By: Gulf Stream Asset Management, LLC

as Collateral Manager

as a Lender,

by

 
 

/s/    STEPHEN RIDDELL

Name:   Stephen Riddell
Title:   Credit Fund Portfolio Manager
NEPTUNE FINANCE CCS, LTD.

By: Gulf Stream Asset Management LLC

as Collateral Manager

as a Lender,
by  
 

/s/    STEPHEN RIDDELL

Name:   Stephen Riddell
Title:   Credit Fund Portfolio Manager
HSBC BANK PLC

as a Lender,

by

 
 

/s/    JAMES ROGERS

Name:   James Rogers
Title:   Relationship Manager

IKB CAPITAL CORPORATION

 

as a Lender,

by

 
 

/s/    DAVID SNYDER

Name:   David Snyder
Title:   President


GRAND CENTRAL ASSET TRUST LBAM SERIES
as a Lender,

by

 
 

/s/    ADAM JACOBS

Name:   Adam Jacobs
Title:   Attorney-In-Fact
KINGSLAND I, LTD.

By: Kingsland Capital Management, LLC

as Manager

as a Lender,

by

 
 

/s/    ANDREW STERN

Name:   Andrew Stern
Title:   Principal
KINGSLAND II, LTD.

By: Kingsland Capital Management, LLC

as Manager

as a Lender,

by

 
 

/s/    ANDREW STERN

Name:   Andrew Stern
Title:   Principal
KINGSLAND III, LTD.

By: Kingsland Capital Management, LLC

as Manager

as a Lender,

by

 
 

/s/    ANDREW STERN

Name:   Andrew Stern
Title:   Principal


KINGSLAND IV, LTD.

By: Kingsland Capital Management, LLC

as Manager

as a Lender,
by  
 

/s/    ANDREW STERN

Name:   Andrew Stern
Title:   Principal
KINGSLAND V, LTD.

By: Kingsland Capital Management, LLC

as Manager

as a Lender,
by  
 

/s/    ANDREW STERN

Name:   Andrew Stern
Title:   Principal
KKR FINANCIAL CLO 2005-1, LTD.
KKR FINANCIAL CLO 2005-2, LTD.
KKR FINANCIAL CLO 2006-1, LTD.
KKR FINANCIAL CLO 2007-1, LTD.
KKR FINANCIAL CLO 2007-A, LTD.
KKR DEBT INVESTORS II (2006) (IRELAND) L.P.

OREGON PUBLIC EMPLOYEES RETIREMENT FUND

KKR FI PARTNERS I L.P.

as a Lender,
by  
 

/s/    SARAH E. BRUCKS

Name:   Sarah E. Brucks
Title:   Authorized Signatory


ROSEDALE CLO II LTD

By: Princeton Advisory Group, Inc.

the Collateral Manager

as a Lender,

by

 
 

/s/    SCOTT O’CONNELL

Name:   Scott O’Connell
Title:   Vice President
ROSEDALE CLO LTD.

By: Princeton Advisory Group, Inc.

the Collateral Manager

as a Lender,

by

 
 

/s/    SCOTT O’CONNELL

Name:   Scott O’Connell
Title:   Vice President
TRIMARAN CLO IV LTD
By: Trimaran Advisors, L.L.C.
as a Lender,
by  
 

/s/    DOMINICK J. MAZZITELLI

Name:   Dominick J. Mazzitelli
Title:   Managing Director
TRIMARAN CLO V LTD
By: Trimaran Advisors, L.L.C.
as a Lender,
by  
 

/s/    DOMINICK J. MAZZITELLI

Name:   Dominick J. Mazzitelli
Title:   Managing Director


FIRST FINANCIAL BANK
as a Lender,

by

 
 

/s/    MAX EATON

Name:   Max Eaton
Title:   Vice President
ACAS CLO 2007-1 LTD.

By: American Capital Asset Management

as Portfolio Manager

as a Lender,

by

 
 

/s/    LINDLEY RICHERT, JR.

Name:   Lindley Richert, Jr.
Title:   Authorized Signatory

AF III US BD HOLDINGS, LP

 

as a Lender,

by

 
 

/s/    MATT CWIERTNIA

Name:   Matt Cwiertnia
Title:   Vice President

AVENUE CLO FUND, LIMITED

 

as a Lender,

by

 
 

/s/    SRIRAM BALAKRISHNAN

Name:   Sriram Balakrishnan
Title:   Portfolio Manager

 


AVENUE CLO V, LIMITED
as a Lender,
by  
 

/s/    SRIRAM BALAKRISHNAN

Name:   Sriram Balakrishnan
Title:   Portfolio Manager

AVENUE CLO VI, LIMITED

 

as a Lender,

by  
 

/s/    SRIRAM BALAKRISHNAN

Name:   Sriram Balakrishnan
Title:   Portfolio Manager
DEL MAR CLO I, LTD.

By: Caywood-Scholl Capital Management, LLC

as Collateral Manager

as a Lender,

by

 
 

/s/    THOMAS W. SAAKE

Name:   Thomas W. Saake
Title:   Managing Director

DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate

 

as a Lender,

by  
 

/s/    JOHN P. THACKER

Name:   John P. Thacker
Title:   Chief Credit Officer


DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD., or an affiliate
as a Lender,

by

 
 

/s/    JOHN P. THACKER

Name:   John P. Thacker
Title:   Chief Credit Officer

DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VII, LTD., or an affiliate

 

as a Lender,

by

 
 

/s/    JOHN P. THACKER

Name:   John P. Thacker
Title:   Chief Credit Officer
DUANE STREET CLO I, LTD.
By: DiMaio Ahmad Capital LLC
as Collateral Manager

as a Lender,

by

 
 

/s/    PAUL TRAVERS

Name:   Paul Travers
Title:   Authorized Signatory


DUANE STREET CLO II, LTD.
By: DiMaio Ahmad Capital LLC

as Collateral Manager

 

as a Lender,

by

 
 

/s/    PAUL TRAVERS

Name:   Paul Travers
Title:   Authorized Signatory
DUANE STREET CLO III, LTD.

By: DiMaio Ahmad Capital LLC

as Collateral Manager

as a Lender,

by

 
 

/s/    PAUL TRAVERS

Name:   Paul Travers
Title:   Authorized Signatory
DUANE STREET CLO IV, LTD.

By: DiMaio Ahmad Capital LLC

as Collateral Manager

as a Lender,

by

 
 

/s/    PAUL TRAVERS

Name:   Paul Travers
Title:   Authorized Signatory
DUANE STREET CLO V, LTD.

By: DiMaio Ahmad Capital LLC,

as Manager

as a Lender,

by

 
 

/s/    PAUL TRAVERS

Name:   Paul Travers
Title:   Authorized Signatory


FLOATING RATE SENIOR LOAN FUNDING I LLC
By: Golub Capital Management LLC

as Collateral Manager

 

as a Lender,

by

 
 

/s/    MICHAEL LOEHRKE

Name:   Michael Loehrke
Title:   Designated Signatory

OLYMPIC CLO I,

 

as a Lender,

by

 
 

/s/    JOHN M. CASPARIAN

Name:   John M. Casparian
Title:   Co-President

SHASTA CLO I

 

as a Lender,

by

 
 

/s/    JOHN M. CASPARIAN

Name:   John M. Casparian
Title:   Co-President

SIERRA CLO II

 

as a Lender,

by

 
 

/s/    JOHN M. CASPARIAN

Name:   John M. Casparian
Title:   Co-President


WHITNEY CLO I
as a Lender,

by

 
 

/s/    JOHN M. CASPARIAN

Name:   John M. Casparian
Title:   Co-President

SAN GABRIEL CLO I

 

as a Lender,

by

 
 

/s/    JOHN M. CASPARIAN

Name:   John M. Casparian
Title:   Co-President

COLUMBUSNOVA CLO LTD. 2006-I

 

as a Lender,

by

 
 

/s/    DAVID FELTY

Name:   David Felty
Title:   Director

COLUMBUSNOVA CLO LTD. 2006-II

 

as a Lender,

by

 
 

/s/    DAVID FELTY

Name:   David Felty
Title:   Director


CREDIT SUISSE LOAN FUNDING LLC
as a Lender,

by

 
 

/s/    KENNETH HOFFMAN

Name:   Kenneth Hoffman
Title:   Managing Director
 

/s/    RONALD GOTZ

Name:   Ronald Gotz
Title:   Authorized Signatory

SILVER CREST CNBA LOAN FUNDING LLC

 

as a Lender,

by

 
 

/s/    ADAM KAISER

Name:   Adam Kaiser
Title:   Attorney-In-Fact
BURR RIDGE CLO PLUS LTD.
By: Deerfield Capital Management LLC

as its Collateral Manager

 

as a Lender,

by

 
 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director
MARKET SQUARE CLO LTD.
By: Deerfield Capital Management LLC
as its Collateral Manager
as a Lender,
by  
 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director


SCHILLER PARK CLO LTD.
By: Deerfield Capital Management LLC

as its Collateral Manager

 

as a Lender,

by

 
 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director

DFR MIDDLE MARKET CLO LTD.

 

as a Lender,

by

 
 

/s/    SCOTT MORRISON

Name:   Scott Morrison
Title:   Managing Director
GENESIS CLO 2007-1 LTD.
By: Ore Hill Partners LLC

its Investment Advisor

 

as a Lender,

by

 
 

/s/    CLAUDE A. BAUM, ESQ.

Name:   Claude A. Baum, Esq.
Title:   General Counsel, Ore Hill Partners LLC


ERSTE GROUP BANK AG

as a Lender,

by

 
 

/s/    GREGORY APTMAN

Name:

  Gregory Aptman

Title:

  Director
 

/s/    BRYAN LYNCH

Name:

  Bryan Lynch

Title:

  Executive Director

BALLYROCK CLO 2006-1 LTD,

By: Ballyrock Investment Advisors LLC

as Collateral Manager

as a Lender,

by

 
 

/s/    LISA RYMUT

Name:

  Lisa Rymut

Title:

  Assistant Treasurer

BALLYROCK CLO III LTD,

By: Ballyrock Investment Advisors LLC

as Collateral Manager

as a Lender,

by

 
 

/s/    LISA RYMUT

Name:

  Lisa Rymut

Title:

  Assistant Treasurer


BALLYROCK CLO 2006-2 LTD,
By: Ballyrock Investment Advisors LLC
as Collateral Manager

as a Lender,

by

 
 

/s/    LISA RYMUT

Name:   Lisa Rymut
Title:   Assistant Treasurer
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO

as a Lender,

by

 
 

/s/    PAUL MURPHY

Name:   Paul Murphy
Title:   Vice President
GOLDMAN SACHS CREDIT PARTNERS L.P.

as a Lender,

by

 
 

/s/    ANDREW CADITZ

Name:   Andrew Caditz
Title:   Authorized Signatory
HILLMARK FUNDING LTD.,
By: Hillmark Capital Management, L.P.
as Collateral Manager

as a Lender,

by

 
 

/s/    HILLEL WEINBERGER

Name:   Hillel Weinberger
Title:   Chairman


STONEY LANE FUNDING I LTD.
By: Hillmark Capital Management, L.P
as Collateral Manager

as a Lender,

by

 
 

/s/    HILLEL WEINBERGER

Name:   Hillel Weinberger
Title:   Chairman
BACCHUS (U.S.) 2006-1 LTD.

as a Lender,

by

 
 

/s/    DAVID SNYDER

Name:   David Snyder
Title:   President
APOSTLE LOOMIS SAYLES SENIOR LOAN FUND
By: Loomis, Sayles & Company, L.P.
its Investment Manager
By: Loomis, Sayles & Company, Incorporated
its General Partner

as a Lender,

by

 
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President


APOSTLE LOOMIS SAYLES CREDIT OPPORTUNITIES FUND
By: Loomis, Sayles & Company, L.P.
its Investment Manager
By: Loomis, Sayles & Company, Incorporated
its General Partner
as a Lender,
by  
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President
LOOMIS SAYLES CAYMAN LEVERAGED SENIOR LOAN FUND LTD.
By: Loomis, Sayles & Company, L.P.
its Investment Manager
By: Loomis, Sayles & Company, Incorporated
its General Partner

as a Lender,

by

 
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President
LOOMIS SAYLES CLO I, LTD.
By: Loomis, Sayles & Company, L.P.
its Collateral Manager
By: Loomis, Sayles & Company, Incorporated
its General Partner

as a Lender,

by

 
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President


LOOMIS SAYLES LEVERAGED SENIOR LOAN FUND LTD.
By: Loomis, Sayles & Company, L.P.
its Investment Manager
By: Loomis, Sayles & Company, Incorporated
its General Partner
as a Lender,
by  
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President
THE LOOMIS SAYLES SENIOR LOAN FUND, LLC
By: Loomis Sayles & Company, L.P.
its Managing Member
By: Loomis Sayles & Company, Incorporated
its General Partner
as a Lender,
by  
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President
THE LOOMIS SAYLES SENIOR LOAN FUND II LLC
By: Loomis Sayles & Company, L.P.
its Managing Member
By: Loomis Sayles & Company, Incorporated
its General Partner
as a Lender,
by  
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President


NATIXIS LOOMIS SAYLES SENIOR LOAN FUND
By: Loomis, Sayles & Company, L.P.
its Investment Manager
By: Loomis, Sayles & Company, Incorporated
its General Partner
as a Lender,
by  
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President
CONFLUENT 4 LIMITED,
By: Loomis, Sayles & Company, L.P.
as Sub-Manager
By: Loomis, Sayles & Company, Incorporated
its General Partner
as a Lender,
by  
 

/s/    MARY MCCARTHY

Name:   Mary McCarthy
Title:   Vice President
LATITUDE CLO III, LTD
as a Lender,
by  
 

/s/    KIRK WALLACE

Name:   Kirk Wallace
Title:   Senior Vice President


LCM II LIMITED PARTNERSHIP
By: Lyon Capital Management LLC
as Collateral Manager
as a Lender,
by  
 

/s/    FARBOUD TAVANGAR

Name:   Farboud Tavangar
Title:   Senior Portfolio Manager
LCM III LTD.
By: Lyon Capital Management LLC
as Collateral Manager
as a Lender,
by  
 

/s/    FARBOUD TAVANGAR

Name:   Farboud Tavangar
Title:   Senior Portfolio Manager
LCM IV LTD.
By: Lyon Capital Management LLC
as Collateral Manager
as a Lender,
by  
 

/s/    FARBOUD TAVANGAR

Name:   Farboud Tavangar
Title:   Senior Portfolio Manager
LCM V LTD.
By: Lyon Capital Management LLC
as Collateral Manager,
as a Lender,
by  
 

/s/    FARBOUD TAVANGAR

Name:   Farboud Tavangar
Title:   Senior Portfolio Manager


LCM VI, LTD.
By: Lyon Capital Management LLC
as Collateral Manager
as a Lender,
by  
 

/s/    FARBOUD TAVANGAR

Name:   Farboud Tavangar
Title:   Senior Portfolio Manager
MSIM PECONIC BAY, LTD.
By: Morgan Stanley Investment Management Inc.
as Collateral Manager
as a Lender
by  
 

/s/    WILLIAM A. HOUSEY JR.

Name:   William A. Housey Jr.
Title:   Executive Director

PPM AMERICA, INC., as Attorney-in-fact,

on behalf of JACKSON NATIONAL INSURANCE COMPANY

as a Lender,
by  
 

/s/    DAVID C. WAGNER

Name:   David C. Wagner
Title:   Managing Director


CANNINGTON FUNDING LTD.
By: Silvermine Capital Management LLC
as Investment Manager
as a Lender,
by  
 

/s/    G. STEVEN KALIN

Name:   G. Steven Kalin
Title:   Managing Director
COMSTOCK FUNDING LTD
By: Silvermine Capital Management LLC
as Collateral Manager
as a Lender,
by  
 

/s/    G. STEVEN KALIN

Name:   G. Steven Kalin
Title:   Managing Director
GREENS CREEK FUNDING LTD.
By: Silvermine Capital Management LLC
as Investment Manager
as a Lender,
by  
 

/s/    G. STEVEN KALIN

Name:   G. Steven Kalin
Title:   Managing Director
LOAN FUNDING XIII LLC for itself or as agent for Corporate Funding XIII
as a Lender,
by  
 

/s/    G. STEVEN KALIN

Name:   G. Steven Kalin
Title:   Managing Director


ECP CLO 2008-1, LTD
By: Silvermine Capital Management LLC
as Portfolio Manager
as a Lender,
by  
 

/s/    G. STEVEN KALIN

Name:   G. Steven Kalin
Title:   Managing Director
TRIMARAN CLO VI LTD
By: Trimaran Advisors, L.L.C.
as a Lender,
by  
 

/s/    DOMINICK J. MAZZITELLI

Name:   Dominick J. Mazzitelli
Title:   Managing Director
TRIMARAN CLO VII LTD
By: Trimaran Advisors, L.L.C.
as a Lender,
by  
 

/s/    DOMINICK J. MAZZITELLI

Name:   Dominick J. Mazzitelli
Title:   Managing Director


WHITEHORSE I, LTD.

By: WhiteHorse Capital Partners, L.P.,

as Collateral Manager

By: WhiteRock Asset Advisor, LLC,

its G.P.

as a Lender,
by  
 

/s/    ETHAN M. UNDERWOOD, CFA

Name:   Ethan M. Underwood, CFA
Title:   Portfolio Manager
WHITEHORSE V, LTD.,

By: WhiteHorse Capital Partners, L.P.,

as Collateral Manager

By: WhiteRock Asset Advisor, LLC,

its G.P.

as a Lender,
by  
 

/s/    ETHAN M. UNDERWOOD, CFA

Name:   Ethan M. Underwood, CFA
Title:   Portfolio Manager
COLUMBUSNOVA CLO LTD. 2007-I
as a Lender,
by  
 

/s/    DAVID FELTY

Name:   David Felty
Title:   Director
COLUMBUSNOVA CLO IV LTD. 2007-II
as a Lender,
by  
 

/s/    DAVID FELTY

Name:   David Felty
Title:   Director


BANK OF HAWAII
as a Lender,
by  
 

/s/    LINDA R. HO

Name:   Linda R. Ho
Title:   Vice President
LIGHTPOINT CLO III, LTD.
as a Lender,
by  
 

/s/    COLIN DONLAN

Name:   Colin Donlan
Title:   Authorized Signatory
LIGHTPOINT CLO IV, LTD.
as a Lender,
by  
 

/s/    COLIN DONLAN

Name:   Colin Donlan
Title:   Authorized Signatory
LIGHTPOINT CLO V, LTD.
as a Lender,
by  
 

/s/    COLIN DONLAN

Name:   Colin Donlan
Title:   Authorized Signatory


LIGHTPOINT CLO VIII, LTD.
as a Lender,
by  
 

/s/    COLIN DONLAN

Name:   Colin Donlan
Title:   Authorized Signatory

 


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.