Exhibit 10.1
EXECUTION VERSION
TERMINATION OF AMENDED AND
RESTATED
MANAGEMENT
AGREEMENT
This Termination (the
“Termination Agreement”) of Amended and Restated
Management Agreement, dated as of April 29, 2008, as amended
by that certain First Amendment to Amended and Restated Management
Agreement dated October 13, 2008 and that certain Second
Amendment to Amended and Restated Management Agreement dated
November 25, 2008 (collectively, the “Management
Agreement”), is entered into as of December 15, 2008 by
and among CBRE REALTY FINANCE, INC., a Maryland corporation (the
“Company”), CBRE REALTY FINANCE MANAGEMENT, LLC, a
Delaware limited liability company (the “Manager”), CB
RICHARD ELLIS, INC., a Delaware corporation (“CBRE”)
and CBRE MELODY & COMPANY, a Texas corporation
(“Melody”).
RECITALS
|
A.
|
Each of the
parties listed above is a party to the Management
Agreement.
|
|
B.
|
The parties
thereto and hereto desire to terminate the Management Agreement
pursuant to the terms set forth herein.
|
|
C.
|
Capitalized
terms used herein and not otherwise defined shall have the meaning
ascribed to them in the Management Agreement.
|
AGREEMENTS
NOW, THEREFORE, in consideration of
the Management Agreement and the mutual agreements set forth
herein, the parties hereto agree as follows:
|
|
1.
|
The Management
Agreement is hereby terminated effective December 31, 2008
(the “Termination Date”).
|
|
|
2.
|
There shall be
no Termination Fee due in connection with this Termination
Agreement.
|
|
|
3.
|
CBRE
acknowledges that the Company may at its sole discretion,
commencing on the date hereof through the Termination Date, change
its corporate legal name to “Realty Finance
Corporation” and change the names of its subsidiaries in a
similar manner.
|
|
|
4.
|
CBRE hereby
licenses to the Company, as of the date hereof, the use of the
domain name “www.cbrerealtyfinance.com” for the limited
purposes of allowing the Company to control the redirection of
internet users seeking access to that site to the new domain name
for the Company. The Company’s limited use license hereunder
shall expire on March 31, 2009, after which time CBRE shall
have sole ownership of the domain name
“www.cbrerealtyfinance.com” but shall not use such
domain name for any purpose other than as may be required by GAAP
for financial reporting purposes.
|
|
|
5.
|
Notwithstanding anything to the
contrary in Paragraph 4 of the Side Agreement, dated April 29,
2008 (the “Side Letter”), the Company agrees to
discontinue the use of the acronym “CBRE” in its name
and the names of its subsidiary entities as well as in its
stationery, signage, press releases and other public materials as
promptly as is reasonably possible following the Termination Date
and in no event later than January 31, 2009; provided ,
however , that CBRE agrees that Company shall not be in
violation of the License Agreement, dated June 9, 2005, by and
among the Company, CBRE and CB
|
|
|
Richard Ellis of California,
Inc., a Delaware corporation, the Side Letter or this Termination
Agreement for failure to discontinue
|
|
