EXHIBIT 10.2
FULL RECOURSE NOTE
------------------
$512,504 July 20, 2001
FOR VALUE RECEIVED, Raymond E. Wirta (the "Borrower"), hereby
--------
unconditionally promises to pay to the order of CBRE Holding, Inc., a Delaware
corporation formerly known as BLUM CB Holding Corp. ("CBRE"), or its registered
----
assigns, the aggregate principal amount of Five Hundred Twelve Thousand Five
Hundred Four Dollars ($512,504), in lawful money of the United States of
America and in immediately available funds (the "Loan").
----
All capitalized terms not otherwise defined herein shall have the meanings given
to them in the Designated Manager Subscription Agreement, dated on or about July
16, 2001 (the "Agreement"), between CBRE and the Borrower.
---------
The Borrower has agreed to purchase shares of CBRE's Class A Common Stock,
par value $0.01 per share (the "Equity Interest"), and has requested that CBRE
---------------
make the Loan to the Borrower as a portion of the purchase price of the Equity
Interest.
1. Interest and Payment.
--------------------
(a) Interest shall accrue on the principal amount hereof at an annual
rate of ten percent (10%), compounded annually, and shall be payable in cash on
each March 31, June 30, September 30 and December 31 prior to the payment in
full of all unpaid principal and accrued and unpaid interest thereon. All
accrued and unpaid interest, together with all unpaid principal, if not sooner
paid, shall be due and payable on the earliest of (i) the ninth anniversary of
the date first above written; (ii) if the Borrower's employment with CBRE is
terminated (x) 30 days following the date of such termination of employment if
the Borrower's employment was terminated for any reason not described in clause
(y), or (y) 180 days following the date of such termination of employment if the
Borrower's employment was terminated by CBRE without Cause, by the Borrower for
Good Reason or as a result of the Borrower's death or disability, provided,
--------
however, that if the Borrower timely delivers a Sale Notice pursuant to Section
-------
2.9 of the Agreement and CBRE fails to purchase the Note Repayment Shares on the
Note Repayment Date pursuant to Section 2.9 of the Agreement, the periods set
forth in the preceding clauses (x) and (y), solely with respect to that portion
of the Loan then due and payable that otherwise would be repaid by the Borrower
with the proceeds from the purchase of the Note Repayment Shares, shall be
extended until such time as CBRE shall have performed such obligation in full;
(iii) the acceleration of the maturity of the Loan (as provided herein); and
(iv) the Borrower's receipt of any proceeds (in cash or in kind) upon the sale,
exchange or other disposition of the Equity Interest subject to the Pledge
Agreement securing Borrower's obligations under this Note; provided that in the
--------
case of an event described in this clause (iv), the amount of unpaid principal
and accrued and unpaid interest of the Loan which shall become due and payable
as a result of such event shall be limited to the Net Proceeds received by the
Borrower in connection with such sale, exchange or disposition. Any overdue
amount shall bear interest at the rate of twelve percent 12% per annum,
compounded annually.
(b) Notwithstanding the foregoing, in the event of the Borrower's death
or permanent disability (as defined below), the amount of the Loan due and
payable as set forth in Section 1(a)(ii)(y) above shall be limited to the
Pledged Interests as defined in the Borrower's Pledge Agreement. Disability
occurs when the Borrower becomes physically or mentally incapacitated and is
therefore unable for a period of six (6) consecutive months or for an aggregate
of nine (9) months in any twenty-four (24) consecutive month period to perform
2
Borrower's duties (such incapacity is hereinafter referred to as "Disability").
Any question as to the existence of the Disability of Borrower as to which
Borrower and CBRE cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Borrower and CBRE. If Borrower and
CBRE cannot agree as to a qualified independent physician, each shall appoint
such a physician and those two physicians shall select a third who shall make
such determination in writing. The determination of Disability made in writing
to CBRE and Borrower shall be final and conclusive for all purposes of the
Agreement.
2. Acceleration. (a) In the event that the Borrower commences an action
------------
under any law relating to bankruptcy, insolvency or relief of debtors, there is
commenced against the Borrower an action under any such law which results in the
entry of an order for relief or such action remains undismissed for a period of
60 days or the Borrower otherwise becomes insolvent, the obligation of the
Borrower hereunder shall automatically be accelerated and (b) in the event that
the Borrower defaults in any payment obligation hereunder or in any agreement
contained in the Pledge Agreement, CBRE may accelerate this Loan and may,
by written notice to the Borrower, declare the entire unpaid outstanding
principal amount and all such accrued and unpaid interest thereon to be
immediately due and payable and, thereupon, in the case of each of clause (a)
and (b), the unpaid outstanding principal amount and all such accrued and unpaid
interest shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower. The failure of CBRE to accelerate this Loan shall
not constitute a waiver of any of CBRE's rights under this Loan as long as
any of the events described in this section continue.
3. Pledge Agreement. The obligations of the Borrower hereunder are secured
----------------
pursuant to the Pledge Agreement dated the date hereof made by the Borrower to
CBRE.
4. Miscellaneous. To the extent permitted by law, the Borrower hereby
-------------
waives diligence, presentment, demand, demand for payment, notice of
non-payment, notice of dishonor, protest and notice of protest and all other
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note.
No waiver or modification of the terms of this Note shall be valid unless
in writing signed by CBRE and then only to the extent therein set forth.
This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware.
3
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
and delivered on the day and year first above written.
/s/ Raymond E. Wirta
------------------------------
Name: Raymond E. Wirta
Address: 200 North Sepulveda Boulevard
El Segunda, California 90245