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CBG > SEC Filings for CBG > Form 8-K on 28-Aug-2009All Recent SEC Filings

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Form 8-K for CB RICHARD ELLIS GROUP INC


28-Aug-2009

Entry into a Material Definitive Agreement, Financial Statements and E


Item 1.01 Entry into a Material Definitive Agreement.

On August 24, 2009, CB Richard Ellis Group, Inc. (the "Company"), CB Richard Ellis Services, Inc. ("Services"), a subsidiary of the Company, certain subsidiaries of Services, the lenders parties thereto, and Credit Suisse, as administrative agent and collateral agent, entered into the Loan Modification Agreement (the "Loan Modification Agreement") amending the Second Amended and Restated Credit Agreement, dated as of March 24, 2009 (as amended, the "Credit Agreement"), among the Company, Services, certain subsidiaries of Services, the lenders parties thereto and Credit Suisse, as administrative agent and collateral agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Modification Agreement or the Credit Agreement. The Loan Modification Agreement extended maturities and amortization on $985 million of Loans under the Credit Agreement.

The Loan Modification Agreement amended the Credit Agreement to, among other things:

• convert the Loans with the consent solely of those Lenders agreeing to such modifications as follows:

• Domestic Revolving Loans:

• $134.6 million into Tranche 2 Domestic Revolving Loans; and

• $41.9 million into Tranche A-2 Loans;

• $45.0 million of Multicurrency Revolving Loans into Tranche 2 Multicurrency Revolving Loans;

• $20.9 million of U.K. Revolving Loans into Tranche 2 U.K. Revolving Loans;

• $248.4 million of Tranche A Loans into Tranche A-2 Loans;

• $197.1 million of Tranche A-1 Loans into Tranche A-3 Loans; and

• $296.9 million of Tranche B Loans into Tranche B-1 Loans;

• extend the final maturity dates of each tranche of converted Loans or Commitments with the consent solely of those Lenders agreeing to convert their Loans as described above as follows:

• the Revolving Credit Maturity Date for the Tranche 2 Domestic Revolving Loans, the Tranche 2 Multicurrency Revolving Loans and the Tranche 2 U.K. Revolving Loans shall be June 24, 2013;

• the maturity date for the Tranche A-2 Loans shall be June 24, 2013;

• the maturity date for the Tranche A-3 Loans shall be December 20, 2013 (no change from the Tranche A-1 Maturity Date); and

• the maturity date for the Tranche B-1 Loans shall be December 20, 2015;

• reduce or eliminate the scheduled amortization of certain tranches of Loans which are converted, with the consent solely of those Lenders agreeing to such conversion:

• for the Tranche A-2 Loans, no required amortization payments prior to March 31, 2010;

• for the Tranche A-3 Loans, no required amortization payments prior to December 20, 2013; and

• for the Tranche B-1 Loans, no required amortization payments prior to December 20, 2015;



• result in a higher interest rate spread on the new tranches of debt (as described below), which will increase the Company's overall interest expense on these loans;

• the Applicable Percentage with respect to any fixed rate or daily rate Tranche 2 Domestic Revolving Loans, Tranche 2 Multicurrency Revolving Loans and Tranche 2 UK Revolving Loans will be based on the Company's leverage ratio in accordance with the table below:

Leverage Ratio                             Fixed Rate Spread      Daily Rate Spread      Facility Fee
Greater than 4.00 to 1.0                         4.75%                  3.75%               0.75%
Greater than 3.75 to 1.0 but less
than or equal to 4.00 to 1.0                     4.00%                  3.00%               0.75%
Greater than 3.25 to 1.0 but less
than or equal to 3.75 to 1.0                     3.50%                  2.50%               0.75%
Greater than 2.75 to 1.0 but less
than or equal to 3.25 to 1.0                     3.00%                  2.00%               0.75%
Greater than 2.25 to 1.0 but less
than or equal to 2.75 to 1.0                     2.75%                  1.75%               0.75%
Equal to or less than 2.25 to 1.0                2.50%                  1.50%               0.75%

• the Applicable Percentage with respect to any Fixed Rate Tranche A-2 Loan and Daily Rate Tranche A-2 Loan will be based on the Company's leverage ratio in accordance with the table below. If loan balances are not reduced to a specified level by the end of any fiscal quarter through March 2013, the Applicable Percentages set forth in the table below shall each be increased by 2.00% until such level is achieved:

Leverage Ratio                                     Fixed Rate Spread         Daily Rate Spread
Greater than 4.00 to 1.0                                 5.50%                     4.50%
Greater than 3.75 to 1.0 but less than or
equal to 4.00 to 1.0                                     4.75%                     3.75%
Greater than 3.25 to 1.0 but less than or
equal to 3.75 to 1.0                                     4.25%                     3.25%
Greater than 2.75 to 1.0 but less than or
equal to 3.25 to 1.0                                     3.75%                     2.75%
Greater than 2.25 to 1.0 but less than or
equal to 2.75 to 1.0                                     3.50%                     2.50%
Equal to or less than 2.25 to 1.0                        3.25%                     2.25%



• the Applicable Percentage with respect to any Fixed Rate Tranche A-3 Loan and Daily Rate Tranche A-3 Loan will be based on the Company's leverage ratio in accordance with the table below. If loan balances are not reduced to a specified level by the end of any fiscal quarter through September 2013, the Applicable Percentages set forth in the table below shall each be increased by 2.00% until such level is achieved:

Leverage Ratio                                     Fixed Rate Spread         Daily Rate Spread
Greater than 4.00 to 1.0                                 5.00%                     4.00%
Greater than 3.75 to 1.0 but less than or
equal to 4.00 to 1.0                                     5.00%                     4.00%
Greater than 3.25 to 1.0 but less than or
equal to 3.75 to 1.0                                     4.00%                     3.00%
Greater than 2.75 to 1.0 but less than or
equal to 3.25 to 1.0                                     4.00%                     3.00%
Greater than 2.25 to 1.0 but less than or
equal to 2.75 to 1.0                                     4.00%                     3.00%
Equal to or less than 2.25 to 1.0                        4.00%                     3.00%

• the Applicable Percentage with respect to any Fixed Rate Tranche B-1 Loan and Daily Rate Tranche B-1 Loan will be based on the Company's leverage ratio in accordance with the table below. If loan balances are not reduced to a specified level by the end of any fiscal quarter through September 2015, the Applicable Percentages set forth in the table below shall each be increased by 0.50% until such level is achieved:

Leverage Ratio                                     Fixed Rate Spread         Daily Rate Spread
Greater than 4.00 to 1.0                                 5.50%                     4.50%
Greater than 3.75 to 1.0 but less than or
equal to 4.00 to 1.0                                     5.50%                     4.50%
Greater than 3.25 to 1.0 but less than or
equal to 3.75 to 1.0                                     4.50%                     3.50%
Greater than 2.75 to 1.0 but less than or
equal to 3.25 to 1.0                                     4.50%                     3.50%
Greater than 2.25 to 1.0 but less than or
equal to 2.75 to 1.0                                     4.50%                     3.50%
Equal to or less than 2.25 to 1.0                        4.50%                     3.50%



• require the payment of upfront modification fees to the Accepting Lenders.

The foregoing description of the Loan Modification Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following document is attached as an exhibit to this Current Report on Form 8-K:

Exhibit
Number    Description
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, by and among CB Richard Ellis Services, Inc., certain subsidiaries
          of CB Richard Ellis Services, Inc., CB Richard Ellis Group, Inc., the
          lenders parties thereto and Credit Suisse, as administrative agent and
          collateral agent.


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