WHEREAS, pursuant to that certain Agreement and Plan of Reorganization, dated as of May 14, 1997 by and among CB Richard Ellis Services, Inc. (successor to CB Commercial Real Estate Services Group, Inc.) ("CBRE"), ---- Koll Real Estate Services...Warrant Agreement • July 25th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
EXHIBIT II ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Agreement"), dated as of September 19, 2002, is made by and among Blum Strategic Partners II, L.P., a Delaware limited partnership and Blum Strategic...Assignment and Assumption Agreement • September 23rd, 2002 • Blum Capital Partners Lp • Services-engineering, accounting, research, management • Delaware
ARTICLE I.Stock Purchase Agreement • September 5th, 2002 • Blum Capital Partners Lp • Services-engineering, accounting, research, management • Delaware
EXHIBIT 4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (the "Agreement") is made and entered into as of ________________, 2001 between BLUM CB Holding Corp., a Delaware corporation (the "Company") and FS Equity Partners III, L.P., a Delaware limited...Warrant Agreement • February 28th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
INDENTUREBlum Capital Partners Lp • July 25th, 2001 • Real estate • New York
RECITALSRegistration Rights Agreement • July 26th, 2002 • Blum Capital Partners Lp • Services-engineering services • Delaware
amongRegistration Rights Agreement • June 3rd, 1998 • Blum Richard C & Associates L P • Apparel & other finishd prods of fabrics & similar matl • New York
Exhibit 1. =============================================================================== AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among CB RICHARD ELLIS SERVICES, INC., CBRE HOLDING, INC.Agreement and Plan of Merger • June 5th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
amongCredit Agreement • July 25th, 2001 • Blum Capital Partners Lp • Real estate • New York
ANTI-DILUTION AGREEMENT (the "Anti-Dilution Agreement" or this ----------------------- "Agreement") dated as of July 20, 2001 (the "Issue Date") by and between CBRE --------- ---------- Holding, Inc., a Delaware corporation (the "Company"), and Credit...Purchase Agreement • July 25th, 2001 • Blum Capital Partners Lp • Real estate • New York
RECITALSStockholders Agreement • June 3rd, 1998 • Blum Richard C & Associates L P • Apparel & other finishd prods of fabrics & similar matl • New York
EXHIBIT CStandstill Agreement • July 17th, 2007 • Blum Capital Partners Lp • Services-engineering, accounting, research, management • Delaware
amongSecurityholders' Agreement • July 25th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
EXHIBIT 16 CBRE Holding, Inc. 16% Senior Notes Due 2011 339,820 Shares of Class A Common Stock PURCHASE AGREEMENT ------------------ June 29, 2001 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: 1....Blum Capital Partners Lp • July 3rd, 2001 • Real estate • New York
Exhibit 12. BLUM CB Corp. 11 1/4% Senior Subordinated Notes Due 2011 PURCHASE AGREEMENT ------------------Purchase Agreement • June 5th, 2001 • Blum Capital Partners Lp • Real estate • New York
BACKGROUND1 Stock Purchase Agreement • June 3rd, 1998 • Blum Richard C & Associates L P • Apparel & other finishd prods of fabrics & similar matl • Delaware
Exhibit 10. JOINT FILING AGREEMENT The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated...Joint Filing Agreement • June 5th, 2001 • Blum Capital Partners Lp • Real estate
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, and any amendments or supplements thereto, jointly on behalf of each such party.
Exhibit 19 CBRE HOLDING, INC. 16% Senior Notes Due 2011 NOTES REGISTRATION RIGHTS AGREEMENT ----------------------------------- July 20, 2001 Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: CBRE...Notes Registration Rights Agreement • July 25th, 2001 • Blum Capital Partners Lp • Real estate • New York
AMENDMENT, dated as of July 19, 2001 (this "Amendment"), to the --------- Amended and Restated Contribution and Voting Agreement, dated as of May 31, 2001 (the "Agreement"), among the parties listed on the signature pages hereto. --------- Capitalized...Contribution and Voting Agreement • July 25th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Transaction Agreement, the parties hereto agree as follows: 2 2 ARTICLE I THE OPTIONSShareholder Support Agreement • October 6th, 1997 • Blum Richard C & Associates L P • Miscellaneous furniture & fixtures • Delaware
AGREEMENT AND PLAN OF MERGER by and among CB RICHARD ELLIS SERVICES, INC., BLUM CB HOLDING CORP. and BLUM CB CORP.Agreement and Plan of Merger • February 28th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
amongSecurityholders' Agreement • February 28th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
Exhibit 10. JOINT FILING AGREEMENT The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated...Joint Filing Agreement • July 25th, 2001 • Blum Capital Partners Lp • Real estate
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, and any amendments or supplements thereto, jointly on behalf of each such party.
Agreement"), among (i) CB Richard Ellis Services, a Delaware corporation ---------- ("CBRE") and CBRE Holding, Inc. (the "Company"), (ii) RCBA Strategic Partners, ---- ------- L.P., a Delaware limited partnership (together with its successors,...Securityholders' Agreement • June 5th, 2001 • Blum Capital Partners Lp • Real estate • Delaware
Exhibit 10 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated...Joint Filing Agreement • July 3rd, 2001 • Blum Capital Partners Lp • Real estate
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, and any amendments or supplements thereto, jointly on behalf of each such party.
EXHIBIT 3Blum Capital Partners Lp • November 30th, 2005 • Services-engineering, accounting, research, management • Delaware
PRG-Schultz International, Inc. (together with all of its affiliates, the "Company") and Blum Capital Partners, L.P. are currently parties to that certain confidentiality agreement, dated November 14, 2005 (the "Confidentiality Agreement") pertaining to the Company's provision of Evaluation Material (as defined herein) to you and other members of the ad hoc committee of holders of the Company's 4 3/4% Convertible Subordinated Notes due 2006 (the "Notes" and such committee, the "Ad Hoc Noteholders Committee") for use in connection with discussions between the Company and the Ad Hoc Noteholders Committee regarding a possible transaction (a "Possible Transaction") involving the restructuring of the Notes. The purpose of this letter is to memorialize the amendments to the Confidentiality Agreement as set forth herein.
JOINT FILING UNDERTAKINGBlum Capital Partners Lp • January 2nd, 2003 • Services-medical laboratories
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
RCBA Strategic Partners, L.P. 909 Montgomery St., Suite 400 San Francisco, California 94133 (415) 434-1111Blum Capital Partners Lp • February 28th, 2001 • Real estate
Concurrently herewith CB Richard Ellis Services, Inc., a Delaware corporation (the "Company") is entering into an Agreement and Plan of Merger, dated as of the date hereof (the "Agreement"), by and among the Company, BLUM CB Holding Corp., a Delaware corporation ("Holding"), and BLUM CB Corp., a Delaware corporation wholly owned by Holding ("Acquiror"). Capitalized terms in this letter shall have the meaning ascribed thereto in the Agreement.
JOINT FILING UNDERTAKINGBlum Capital Partners Lp • October 9th, 2012 • Retail-shoe stores
LIMITED GUARANTEELimited Guarantee • May 3rd, 2012 • Blum Capital Partners Lp • Retail-shoe stores • Delaware
THIS LIMITED GUARANTEE, dated as of May 1, 2012 (this “Limited Guarantee”), is made by Blum Strategic Partners IV, L.P., a Delaware limited partnership (“Guarantor”), in favor of Collective Brands, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), and WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
INTERIM AGREEMENTInterim Agreement • May 3rd, 2012 • Blum Capital Partners Lp • Retail-shoe stores • Delaware
This Interim Agreement (this “Agreement”) is made as of May 1, 2012, by and among WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Wolverine World Wide, Inc., a Delaware corporation (“Wolverine”); Golden Gate Capital Opportunity Fund, L.P. (together with its affiliated investment funds, “Golden Gate”); and Blum Strategic Partners IV, L.P. (together with its affiliated investment funds, “Blum”, and collectively with Wolverine and Golden Gate, the “Parties”). Blum and Golden Gate are also referred to herein as the “Sponsors”. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.
1 EXHIBIT C TRANSACTION AGREEMENT9 Transaction Agreement • October 6th, 1997 • Blum Richard C & Associates L P • Miscellaneous furniture & fixtures • Delaware
August 16, 2002 Blum Strategic Partners II, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 Re: Execution of Closing Documents; PRG Representations Ladies and Gentlemen: This letter will confirm our understanding that, in connection with...Blum Capital Partners Lp • August 26th, 2002 • Services-engineering, accounting, research, management
EXHIBIT III SQUAM LAKE INVESTORS V, L.P. WABAN INVESTORS I, L.P. SUNAPEE SECURITIES, INC. JOINDER AGREEMENT September 19, 2002 Blum Strategic Partners II, L.P. Blum Strategic Partners II GmbH & Co. KG 909 Montgomery Street, Suite 400 San Francisco, CA...Blum Capital Partners Lp • September 23rd, 2002 • Services-engineering, accounting, research, management • Delaware
October 2, 1997Blum Richard C & Associates L P • October 8th, 1997 • Miscellaneous furniture & fixtures
