FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 20, 2023 (the “First Amendment Effective Date”), by and between Newmark Group, Inc., a Delaware corporation (“Newmark”) and Xxxxxx Xxxxxxxxxx, X.X., a Delaware limited partnership (“Cantor”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

RECITALS

WHEREAS, Newmark and Cantor, are parties to that certain Credit Agreement, dated as of November 30, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);

WHEREAS, Newmark and Xxxxxx desire to make certain amendments to the Credit Agreement, in each case, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to the Credit Agreement.

(a) The defined term “Applicable Rate” in Section 1 of the Credit Agreement shall be amended in its entirely to read as follows:

“Applicable Rate” shall mean, (a) with respect to Bilateral Loans, for any Rate Period, the higher of Newmark’s or Cantor’s short-term borrowing rate in effect at such time plus 100 basis points (1.00%) and (b) with respect to Newmark Loans (i) for any Rate Period ending on or before April 15, 2024, the interest rate then in effect for revolving loans under the Newmark RCF Credit Agreement less 25 basis points (0.25%) and (ii) for any other Rate Period, the higher of Newmark’s or Cantor’s short-term borrowing rate in effect at such time plus 100 basis points (1.00%). The Applicable Rate for each Rate Period shall be reasonably determined by the Lender in accordance herewith, and the Lender shall advise the Borrower of such determination.

(b) Section 1 of the Credit Agreement shall be amended to add the following defined term after the definition of “Note” and before the definition of “Obligations”:

“Newmark RCF Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of March 10, 2022 by and among Newmark, as borrower, certain subsidiaries of Newmark, as guarantors, Bank of America, N.A., as administrative agent and the lenders from time to time party thereto, as may be amended, restated, supplemented or otherwise modified from time to time.

(a) Loans; Maturity. Subject to satisfaction of the conditions set forth in Section 3 hereof, (i) a Lender may, on the terms and conditions set forth in this Agreement and to the extent such Lender has sufficient cash available, in its sole discretion, make loans and advances (each, a “Bilateral Loan”) to the Borrower at such Xxxxxxxx’s request from time to time starting on the Effective Date and ending on the Maturity Date and (ii) Xxxxxx agrees on

the terms and conditions set forth in this Agreement to make loans and advances to Newmark at Newmark’s request in an aggregate principal amount not to exceed $150,000,000 (the “Newmark Loans” and together with the Bilateral Loans, the “Loans”) starting on the First Amendment Effective Date and ending on the Maturity Date; provided that the aggregate principal amount of all Loans outstanding pursuant to this Agreement with respect to a Party and its subsidiaries shall not exceed $250 million at any time. Each Loan together with all accrued but unpaid interest thereon shall be due and payable on such date prior to the Maturity Date as may be mutually agreed between the Borrower and the Lender with respect to such Bilateral Loan; provided each Newmark Loan together with all accrued but unpaid interest thereon shall be due and payable on the earlier of the date on which Xxxxxx demands repayment of such loan in accordance with Section 2.4(b) and the Maturity Date. If no due date is specified, then each Borrower shall repay the aggregate outstanding principal amount of each Bilateral Loan together with all accrued but unpaid interest thereon and all other amounts owing under this Agreement or the other Loan Documents in full on the Maturity Date. Subject to the terms and conditions hereof, at any time prior to the Maturity Date, Newmark may borrow the Newmark Loans under this Section 2.1(a), repay the Newmark Loans under Section 2.4 and reborrow the Newmark Loans under this Section 2.1(a).

(d) Section 2.4 of the Credit Agreement is amended in its entirety to read as follows:

(a) Voluntary. Subject to the requirements of this Section 2.4(a), each Borrower shall have the right from time to time, on any Business Day, to prepay any Loan in whole or in part. All prepayments shall be accompanied by accrued interest on the amount prepaid plus any cost incurred by the applicable Lender as a result of such prepayment.

(b) Mandatory. Newmark shall be required to prepay all or a portion of the outstanding Newmark Loans upon three (3) Business Days’ prior written notice from Cantor; provided that such Newmark Loans may be reborrowed pursuant to Section 2.1(a) so long as the Newmark Maturity Date has not occurred.

2. Representations and Warranties. Each Party hereby represents and warrants to the other that:

(a) This Amendment has been duly and validly executed by such Party and constitutes the legal, valid, and binding obligations of such Party, enforceable against such Person in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws generally affecting the enforcement of the rights of creditors.

(b) After giving effect to this Amendment, the representations and warranties of such Parties contained in Section 4 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 First Amendment Effective Date, 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.

3. First Amendment Effective Date Conditions. This Amendment shall become effective on the First Amendment Effective Date upon receipt of the Parties of a copy of this Amendment duly executed by Xxxxxx and Newmark.

4. Miscellaneous.

(a) Amended Terms. On and after the First Amendment Effective Date, all references to the Credit Agreement shall hereafter mean the Credit Agreement as amended by all terms of this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

(b) Counterparts. This Amendment may be executed in any number of separate counterparts, all of which, when taken together, shall constitute one and the same instrument, notwithstanding the fact that all parties did not sign the same counterpart.

(c) GOVERNING LAW. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.


NEWMARK GROUP, INC., a Delaware corporation

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Chief Financial Officer

[Signature page to First Amendment to Xxxxxxx-Xxxxxx Intercompany Credit Agreement]


Xxxxxx Xxxxxxxxxx, X.X., a Delaware limited partnership

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Chief Financial Officer

[Signature page to First Amendment to Xxxxxxx-Xxxxxx Intercompany Credit Agreement]

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FIRST AMENDMENT TO CREDIT AGREEMENT

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