Exhibit 10.1
SUPPLEMENT NO. 1 (this “
Supplement ”) dated as of September 10,
2009, to the Amended and Restated Guarantee and Pledge Agreement
dated as of March 24, 2009 (the “ Guarantee and
Pledge Agreement ”), among CB RICHARD ELLIS SERVICES,
INC., a Delaware corporation (the “ U.S.
Borrower ”), CB RICHARD ELLIS GROUP, INC., a Delaware
corporation (“ Holdings ”), each
Subsidiary of the U.S. Borrower from time to time party thereto
(each such Subsidiary that is also a Domestic Subsidiary
individually a “ Subsidiary Guarantor ”
and collectively, the “ Subsidiary Guarantors
”; the Subsidiary Guarantors, Holdings and the U.S. Borrower
are referred to collectively herein as the “
Grantors ”) and CREDIT SUISSE (“
Credit Suisse ”), as collateral agent (in such
capacity, the “ Collateral Agent ”) for
the Secured Parties (as defined therein).
A. Reference is made to the 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 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 ”), Holdings, the lenders from time
to time party thereto (the “ Lenders ”)
and Credit Suisse, as administrative agent (in such capacity, the
“ Administrative Agent ”) and Collateral
Agent.
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Guarantee and Pledge Agreement and the Credit
Agreement.
C. The Grantors have entered into
the Guarantee and Pledge Agreement in consideration of, among other
things, Loans made and Letters of Credit issued under the Credit
Agreement. Section 7.16 of the Guarantee and Pledge Agreement
provides that additional Subsidiaries of the U.S. Borrower may
become Subsidiary Guarantors and Grantors under the Guarantee and
Pledge Agreement by execution and delivery of an instrument in the
form of this Supplement. The undersigned Subsidiary (the “
New Loan Party ”) is executing this Supplement
in accordance with the requirements of the Credit Agreement to
become a Subsidiary Guarantor and a Grantor under the Guarantee and
Pledge Agreement in order to induce the Lenders to make additional
Loans and the Issuing Bank to issue additional Letters of Credit
and as consideration for Loans previously made and Letters of
Credit previously issued.
Accordingly, the Collateral Agent
and the New Loan Party agree as follows:
SECTION 1. In accordance with
Section 7.16 of the Guarantee and Pledge Agreement, the New
Loan Party by its signature below becomes a Grantor and Subsidiary
Guarantor under the Guarantee and Pledge Agreement with the same
force and effect as if originally named therein as a Grantor and
Subsidiary Guarantor and the New Loan Party hereby (a) agrees
to all the terms and provisions of the Guarantee and Pledge
Agreement applicable to it as a Grantor and Subsidiary Guarantor
thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor and
Subsidiary Guarantor thereunder are true and correct on and as of
the date hereof. In furtherance of the foregoing, the New Loan
Party, as security for the payment and performance in full of the
Obligations (as defined in the Guarantee and Pledge Agreement),
does hereby create and grant to the Collateral Agent, its
successors and assigns, for the ratable benefit of the Secured
Parties, their successors and assigns, a security interest in and
lien on all of the New Loan Party’s right, title and interest
in and to the Collateral (as defined in the Guarantee and Pledge
Agreement) of the New Loan Party. Each reference to a
“Grantor” or a “Subsidiary Guarantor” in
the Guarantee and Pledge Agreement shall be deemed to include the
New Loan Party. The Guarantee and Pledge Agreement is hereby
incorporated herein by reference.
SECTIO
