Exhibit 10.2
EXECUTION VERSION
December 20, 2023
Newmark Group, Inc.
125 Park Avenue
New York, New York 10017
Attention: Michael Rispoli, Chief Financial Officer
| Re: | Mandatory Prepayment Exclusion |
Ladies and Gentlemen:
Reference is hereby made to that certain Delayed Draw Term Loan Credit Agreement, dated as of August 10, 2023 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Newmark Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as the Administrative Agent. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.
The Borrower has requested that, notwithstanding the limitations set forth in Section 2.05(b) of the Credit Agreement, the Lenders party hereto consent to the exclusion of Indebtedness incurred from time to time by the Borrower or any Subsidiary pursuant to that certain Credit Agreement, dated as of November 30, 2018, by and between the Borrower and Cantor Fitzgerald, L.P., a Delaware limited partnership, as may be amended, restated, supplemented or otherwise modified from time to time, from the mandatory prepayment requirement set forth in Section 2.05(b) of the Credit Agreement (the “Mandatory Prepayment Exclusion”).
Subject to the terms and conditions set forth herein, the Lenders party hereto hereby consent to the Mandatory Prepayment Exclusion, notwithstanding the limitations set forth in Section 2.05(b) of the Credit Agreement. Except for the specific consent set forth in this paragraph, nothing contained herein shall be construed to be a modification of the Credit Agreement or any other Loan Document or deemed to constitute a waiver of (a) any rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under applicable Law, or (b) the Borrower’s obligation to comply fully with any duty, term, condition, obligation, or covenant contained in the Credit Agreement or any other Loan Document. The consent set forth in this paragraph is a one-time consent, is effective only with respect to the matters set forth above, and shall not obligate the Administrative Agent or any Lender to provide any future consent under the Loan Documents. This letter agreement (this “Consent Letter”) shall not establish a custom or course of dealing or conduct between the Administrative Agent or any Lender and the Borrower.
This Consent Letter shall become effective upon the Administrative Agent’s receipt of counterparts hereof duly executed by the Lenders constituting the Required Lenders which is accepted and agreed by the Borrower and the Administrative Agent.
The Borrower represents and warrants to the Administrative Agent and the Lenders that the representations and warranties of the Borrower contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they are true and correct in all respects) on and as of the date hereof, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they were true and correct in all respects) as of such earlier date.
