CBRE ESCROW, INC. To Be Assumed By CB RICHARD ELLIS SERVICES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 20th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York
CBRE Escrow, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC (“CSFB”), Credit Lyonnais Securities (USA) Inc. and HSBC Securities (USA) Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 9 3/4% Senior Notes Due 2010 (the “Notes”). The Notes will be issued pursuant to an Indenture, dated as of May 22, 2003 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). As part of the Transactions (as defined in the Purchase Agreement), the Issuer will merge with and into CB Richard Ellis Services, Inc., a Delaware corporation (the “Company”), with the Company as the surviving corporation in such merger (the “Escrow Merger”). Upon the satisfaction of certain conditions set forth in the Escrow Agreement (as defined in the Purchase Agreement), CBRE Holding,
OPERATING AGREEMENTOperating Agreement • October 20th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware
This Operating Agreement (this “Agreement”) is hereby adopted and shall be effective as of December 22, 2000, by an between Insignia Financial Group, Inc. and Insignia Internet Initiatives, Inc. (collectively , the “Members”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among INSIGNIA FINANCIAL GROUP, INC., CBRE HOLDING, INC., CB RICHARD ELLIS SERVICES, INC. and APPLE ACQUISITION CORP. May 28, 2003Agreement and Plan of Merger • October 20th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of this 28th day of May, 2003, by and among Insignia Financial Group, Inc., a Delaware corporation (the “Company”), CBRE Holding, Inc., a Delaware corporation (“Holding”), CB Richard Ellis Services, Inc., a Delaware corporation wholly owned by Holding (“Parent”), and Apple Acquisition Corp., a Delaware corporation wholly owned by Parent (“Acquiror”).
ContractSecond Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 4, 2003 (this “Second Supplemental Indenture”), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (“CB Richard Ellis Services”), Investors 1031, LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
ContractFirst Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 23, 2003 (this “First Supplemental Indenture”), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (“CB Richard Ellis Services”), CBRE Holding, Inc., a Delaware corporation (“Parent”), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF CBREI FUNDING, L.L.C.Limited Liability Company Agreement • October 20th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware
This Limited Liability Company, Agreement (the “Agreement”) of CBREI Funding, L.L.C. (the “Company”) is entered into by CB Richard Ellis Investors, L.L.C., a Delaware limited liability company, as the sole member of the Company (the “Member”). The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), and hereby agrees as follows:
FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF INVESTORS 1031, LLC July 11, 2003Operating Agreement • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware
This First Amended and Restated Operating Agreement of Investors 1031, LLC (this “Agreement”), is entered into as of July 11, 2003 by and between CB Richard Ellis Investors, L.L.C., a Delaware limited liability company (“CBREI”), and CB Richard Ellis Investors, Inc., a California corporation (“Investors”), as members. CBREI and Investors, together with any additional parties as and when admitted to the Company (as defined below), are collectively referred to in this Agreement as the “Members.” Each Member, in consideration of the agreements of the other Member contained herein, agrees as follows:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CBREI MANAGER, L.L.C.Limited Liability Company Agreement • October 20th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of CBREI Manager, L.L.C., a Delaware limited liability company (the “Company”), is entered into by CB Richard Ellis Investors, L.L.C., a Delaware limited liability company, as the sole member of the Company (the “Member”), this 30th day of January 2003.
ContractSecond Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 23, 2003 (this “Second Supplemental Indenture”), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (“CB Richard Ellis Services”), CBRE Holding, Inc., a Delaware corporation (“Parent”), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and U.S. Bank National Association as successor to Street Bank and Trust Company of California, N.A., as trustee (the “Trustee”).
ContractFirst Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 20, 2001 (this “First Supplemental Indenture”), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (“CB Richard Ellis Services”), CBRE Holding, Inc., a Delaware corporation (“Parent”), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), and State Street Bank and Trust Company of California, N.A., as trustee (the “Trustee”).
PURCHASE AGREEMENT by and among INSIGNIA FINANCIAL GROUP, INC., CBRE HOLDING, INC., CB RICHARD ELLIS SERVICES, INC., APPLE ACQUISITION CORP. and ISLAND FUND I LLC Dated as of May 28, 2003Purchase Agreement • October 20th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware
STOCK INCENTIVE PLAN OPTION AGREEMENTStock Incentive Plan • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of the 8th day of July 2002, (the “Date of Grant”), between CBRE Holding, Inc., a Delaware corporation (the “Company”), and Kenneth J. Kay (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings given them in the 2001 CBRE Holding Inc. Stock Incentive Plan (the “Plan”).
ContractThird Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 4, 2003 (this “Third Supplemental Indenture”), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (“CB Richard Ellis Services”), Investors 1031, LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), and U.S. Bank National Association as successor to Street Bank and Trust Company of California, N.A., as trustee (the “Trustee”).
