Exhibit 10.1
SECOND AMENDMENT OF CREDIT
AGREEMENT
THIS SECOND AMENDMENT OF CREDIT
AGREEMENT ( this “ Amendment ”) is dated
as of April 22, 2005 and entered into by and among TRAMMELL CROW
COMPANY , a Delaware corporation (“
Borrower ”), BANK OF AMERICA, N.A. , a
national banking association, as Administrative Agent for the
Lenders defined below (in such capacity, together with its
successors and assigns, “ Administrative Agent
”) and as Issuing Bank (in such capacity, together with its
successors and assigns, “ Issuing Bank
”), and each Lender that is a signatory to this
Amendment.
R
E C I
T A L S
A.
Reference is hereby made to that certain Credit Agreement dated as
of June 28, 2002, executed by Borrower, Administrative Agent, and
the Lenders (herein so called) defined therein, and amended by that
certain First Amendment of Credit Agreement dated September 1,2004
(the “ Credit Agreement ”) pursuant to
which such Lenders extended to Borrower a $150,000,000 revolving
credit facility.
B.
Capitalized terms used herein shall, unless otherwise indicated,
have the respective meanings set forth in the Credit
Agreement.
C.
Borrower, Administrative Agent, Issuing Bank, and the Lenders that
are signatory to this Amendment desire to modify certain provisions
contained in the Credit Agreement subject to the terms and
conditions set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Amendment to the Credit Agreement. Section
6.2(c) is hereby
deleted in its entirety and replaced with the following:
(c)
the Companies may make Investments in (i) Savills existing on the
Closing Date and additional Investments made after the Closing
Date; provided, that such additional Investments in Savills
made pursuant to this clause (c) shall not result in the aggregate
common equity ownership in Savills held by the Companies exceeding
20% of the fully diluted common equity ownership of Savills
(measured immediately after each such Investment (but not
thereafter)), and (ii) Unconsolidated Entities (other than Savills)
not constituting Real Estate Investments in an aggregate amount not
exceeding $5,000,000 at any time outstanding;
2.
Amendment of Credit Agreement and Other Loan
Documents.
(a)
All references in the Loan Documents to the Credit Agreement shall
henceforth include references to the Credit Agreement, as modified
and amended by this Amendment, and as may, from time to time, be
further modified, amended, renewed, extended, restated, and/or
increased.
(b)
Any and all of the terms and provisions of the Loan Documents are
hereby amended and modified wherever necessary, even though not
specifically addressed herein, so as to conform to the amendments
and modifications set forth herein.
3.
Ratifications.
Borrower (a) ratifies and confirms all provisions of the Loan
Documents as amended by this Amendment, (b) ratifies and confirms
that all guaranties, assurances, and Liens granted, conveyed, or
assigned to the Credit Parties under the Loan Documents are not
released, reduced, or otherwise adversely affected by this
Amendment and continue to guarantee, assure, and secure full
payment and performance of the present and future Obligations, and
(c) agrees to perform such acts and duly authorize, execute,
acknowledge, deliver, file, and record such additional documents,
and certificates as Administrative Agent may reasonably request in
order to create, perfect, preserve, and protect such guaranties,
assurances, and Liens.
4.
Representations.
Borrower represents and warrants to the Credit Parties that as of
the date of this Amendment: (a) this Amendment has been duly
authorized, executed, and delivered by Borrower and each of the
other Companies that are parties to this Amendment; (b) no
action of, or filing with, any Governmental Authority is required
to authorize, or is otherwise required in connection with, the
execution, delivery, and performance by Borrower or the other
Companies of this Amendment other than filings with the Securities
and Exchange Commission; (c) the Loan Documents, as amended by
this Amendment, are valid and binding upon Borrower and the other
Companies that are parties to this Amendment and are enforceable
against Borrower and the other Companies in accordance with their
respective terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally or by general principles of
equity; (d) the execution, delivery, and performance by
Borrower and the other Companies of this Amendment do not require
the consent of any other Person and do not and will not constitute
a violation of any Governmental Requirement, order of any
Governmental Authority, or material agreements to which Borrower or
any other Company is a party thereto or by which Borrower or any
other Company is bound; (e) all representations and
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