EX-10.1 2 dex101.htm AMENDMENT NO. 1 TO THE INCREMENTAL ASSUMPTION AGREEMENT EXECUTION VERSION
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1 dated as of August 26, 2011 (this “Amendment”), to the Incremental Assumption Agreement dated as of March 4, 2011 (the “Incremental Agreement”), among CB XXXXXXX XXXXX SERVICES, INC., a Delaware corporation (the “U.S. Borrower”), CB XXXXXXX XXXXX LIMITED, a limited company organized under the laws of England and Wales (with company no: 3536032) (the “U.K. Borrower”), CB XXXXXXX XXXXX LIMITED/CB XXXXXXX XXXXX LIMITÉE, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CB XXXXXXX XXXXX PTY LTD, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CB XXXXXXX XXXXX LIMITED, a company organized under the laws of New Zealand (the “New Zealand Borrower” and, together with the U.S. Borrower, the U.K. Borrower, the Canadian Borrower and the Australian Borrower, the “Borrowers”), CB XXXXXXX XXXXX GROUP, INC., a Delaware corporation (“Holdings”), the Lenders party hereto and CREDIT SUISSE AG, as Administrative Agent.
A. Pursuant to the Incremental Agreement, the New Incremental Term Lenders have made and have agreed to make New Incremental Term Loans to the U.S. Borrower.
B. The U.S. Borrower has requested certain amendments to the Incremental Agreement as set forth herein.
C. Under the Credit Agreement, the Incremental Agreement is a Loan Document (as defined therein) and may be amended with, among other things, the prior written consent of the Required Lenders.
D. The Required Lenders are willing to make the requested amendments on and subject to the terms and conditions of this Amendment.
E. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Incremental Agreement.
Accordingly, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments. (a) Section 1(a) of the Incremental Agreement is hereby amended by adding the following at the end thereof:
“Notwithstanding the foregoing, the definition of the term “Escrow Termination Date” set forth in paragraph (b) may be amended pursuant to an agreement or agreements in writing entered into by the Borrowers, Holdings and Lenders holding outstanding Incremental Tranche C Commitments or Incremental Tranche C Terms Loans representing more than 50% of all such Incremental Tranche C Commitments or Incremental Tranche C Terms Loans, as applicable, outstanding at such time.”
(b) Section 1(b) of the Incremental Agreement is hereby amended by adding the following terms in the proper alphabetical order therein:
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“Depository” shall mean a depository institution designated by the U.S. Borrower with the consent of the Administrative Agent (which consent shall not be unreasonably withheld).
“Escrow Account” shall mean a deposit account in the name of the U.S. Borrower, established pursuant to the Escrow Agreement and over which the Collateral Agent has exclusive dominion and control. Pending the consummation of the Acquisition to be financed with the proceeds on deposit therein (or, if earlier, the Escrow Termination Date), the Escrow Account and the proceeds on deposit therein shall serve as Collateral for the Obligations.
“Escrow Agreement” shall mean an escrow and security agreement entered into prior to the Funding Date of the Incremental Tranche C Term Loans (if such Funding Date is to occur prior to the consummation of the Acquisition to be financed with such proceeds), among the U.S. Borrower, the Administrative Agent, the Collateral Agent and the Depository, in form and substance reasonably satisfactory to the Administrative Agent.
“Escrow Termination Date” shall mean November 30, 2011.
(c) Section 2 of the Incremental Agreement is hereby amended by adding the following at the end thereof:
“In the event that the Funding Date for the Incremental Tranche C Term Loans shall have occurred but the Acquisition to be financed with the proceeds of the Incremental Tranche C Term Loans shall not have been consummated at or prior to the Escrow Termination Date, the U.S. Borrower agrees on the next Business Day following the Escrow Termination Date, to prepay the Incremental Tranche C Term Loans in full, together with all accrued and unpaid interest thereon, and the Administrative Agent is hereby authorized to apply amounts on deposit in the Escrow Account in satisfaction of such payment.”
(d) Section 6(d) of the Incremental Agreement is hereby amended by adding the following immediately prior to the end thereof:
“; provided, however, that the Incremental Tranche C Term Loans may be requested by the U.S. Borrower prior to the consummation of the Acquisition to be financed with the proceeds of such Loans so long as such proceeds are funded directly into the Escrow Account.”
SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, Holdings and the Borrowers represent and warrant to each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date (as defined in Section 3 below), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (b) on and as of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
SECTION 3. Effectiveness. This Amendment shall become effective as of the date set forth above on the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received (a) duly executed counterparts of this Amendment which, when taken
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together, bear the signatures of the Borrowers, Holdings, the Subsidiary Guarantors and the Required Lenders, and (b) the amendment fees referred to in Section 5 below.
SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of each of the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders under the Incremental Agreement, Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Incremental Agreement, Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Incremental Agreement, Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Incremental Agreement specifically referred to herein. After the Amendment Effective Date, any reference to the Incremental Agreement shall mean the Incremental Agreement as modified hereby. Subject to Section 1(a) of the Incremental Agreement (as amended herein), this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 5. Amendment Fees. In consideration of the agreements of the Lenders contained in this Amendment, Holdings and the Borrowers agree to pay to the Administrative Agent, in immediately available funds, for the account of each Lender that unconditionally delivers an executed counterpart of this Amendment at or prior to 11:00 a.m., New York time, on August 26, 2011, an amendment fee in an amount equal to 0.05% of the sum of such Lender’s Term Loans, New Incremental Term Loan Commitments and Revolving Credit Commitments (whether used or unused) at such time.
SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Amendment.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
SECTION 9. Acknowledgment of Guarantors. Each of the Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date and year first above written.
CB XXXXXXX XXXXX SERVICES, INC., | ||||
by | ||||
/s/ Xxxxxx Fan | ||||
Name: Xxxxxx Fan | ||||
Title: Senior Vice President and Treasurer |
CB XXXXXXX XXXXX GROUP, INC., | ||||
by | ||||
/s/ Xxxxxx Fan | ||||
Name: Xxxxxx Fan | ||||
Title: Senior Vice President and Treasurer |
EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO, | ||||
by | ||||
/s/ Xxxxxx Fan | ||||
Name: Xxxxxx Fan | ||||
Title: Senior Vice President and Treasurer |
CB XXXXXXX XXXXX LIMITED, a limited company organized under the laws of England and Wales, | ||||
by | ||||
/s/ Xxxxxx Xxxxx | ||||
Name: Xxxxxx Xxxxx | ||||
Title: Chief Operating Officer – UK |
by | ||||
/s/ X. Xxxxxxx | ||||
Name: X. Xxxxxxx | ||||
Title: Director |
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]
CB XXXXXXX XXXXX LIMITED/CB XXXXXXX XXXXX LIMITÉE, a corporation organized under the laws of the province of New Brunswick, | ||||
by | ||||
/s/ Xxxx Xxxx | ||||
Name: Xxxx Xxxx | ||||
Title: Senior VP Finance |
CB XXXXXXX XXXXX PTY LTD, a company organized under the laws of Australia, | ||||
by | ||||
/s/ Xxxx Xxxxx | ||||
Name: Endo Xxxxx | ||||
Title: CFO |
CB XXXXXXX XXXXX LIMITED, a company organized under the laws of New Zealand, | ||||
by | ||||
/s/ Xxx Xxxxxxxx | ||||
Name: Xxx Xxxxxxxx | ||||
Title: CEO |
CB/TCC GLOBAL HOLDINGS LIMITED, | ||||
by | ||||
/s/ X. Xxxxxxx | ||||
Name: X. Xxxxxxx | ||||
Title: Director |
by | ||||
/s/ Xxxxxx Xxxxx | ||||
Name: Xxxxxx Xxxxx | ||||
Title: Director |
RELAM AMSTERDAM HOLDINGS B.V. | ||||
by | ||||
/s/ I. de Lucia /s/ X. xx Xxxxx | ||||
Name: TMF Management B.V. | ||||
Title: Director |
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]
CBRE GLOBAL HOLDINGS, S.A.R.L., | ||||
by | ||||
/s/ Xxxxxxxx X. Xxxxxx | ||||
Name: Xxxxxxxx X. Xxxxxx | ||||
Title: Type A Manager |
XX XXXXXXX, INC., TCCT REAL ESTATE, INC., TCDFW, INC. XXXXXXXX XXXX DEVELOPMENT & INVESTMENT, INC., | ||||
by | ||||
/s/ Xxxxx X. Xxxxx | ||||
Name: Xxxxx X. Xxxxx | ||||
Title: Executive Vice President |
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent, | ||||
by | ||||
/s/ Xxxx X’Xxxx | ||||
Name: Xxxx X’Xxxx | ||||
Title: Director |
by | ||||
/s/ Sanja Gazahi | ||||
Name: Sanja Gazahi | ||||
Title: Associate |
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]
Name of Lenders Signing the First Amendment
ACA CLO 2005-1, Ltd.
ACA CLO 2006-1, Ltd
ACA CLO 2006-2, Ltd
ACA CLO 2007-1, Ltd.
Airlie CLO 2006-I, Ltd.
AMMC CLO IV, Limited
AMMC CLO VI, Limited
AMMC VII, Limited
Apidos CDO I
Apidos CDO II
Apidos CDO III
Apidos CDO IV
Apidos CDO V
Apidos Cinco CDO
Apidos Quattro CDO
Apostle Xxxxxx Xxxxxx Credit Opportunities Fund
Apostle Xxxxxx Xxxxxx Senior Loan Fund
Xxxxxxxx Indemnity Company
Xxxxxxxx Indemnity Company, as administrator of The Pension Plan of Xxxxxxxx Indemnity Company
Xxxxx Street CLO, Ltd.
Babson Capital Floating Rate Income Master Fund XX
Xxxxxx Capital Loan Partners I, X.X.
Xxxxx Street CLO II Ltd.
Xxxxx Street Funding CLO 2005-1 Ltd.
Ballyrock CLO 2006-1 Limited
Ballyrock CLO 2006-2 Limited
Ballyrock CLO III Limited
Bank of America, N.A.
Barclays Bank PLC
Battalion CLO 2007-I, Ltd.
Belhurst CLO Ltd.
Black Diamond CLO 2006-1 (Cayman) Ltd.
Bridgeport CLO II Ltd.
Bridgeport CLO Ltd.
Xxxx Ridge CLO Plus Ltd.
Camulos Loan Vehicle I, Ltd.
Canyon Capital CLO 2006-1 Ltd
Xxxxxx Arnage CLO, Ltd.
Xxxxxx Xxxxx CLO, Ltd.
Xxxxxx Xxxxxxx CLO, Ltd.
Xxxxxx Daytona CLO, Ltd.
Xxxxxx XxXxxxx CLO, Ltd.
Xxxxxx Vantage CLO, Ltd.
Xxxxxx Veyron CLO, Ltd.
Carlyle Global Market Strategies CLO 2011-1, Ltd.
Carlyle High Yield Partners IX, Ltd.
Carlyle High Yield Partners VII, Ltd.
Carlyle High Yield Partners VIII, Ltd
Carlyle High Yield Partners X, Ltd.
Cent CDO 12 Limited
Cent CDO 14 Limited
Cent CDO 15 Limited
Cent CDO XI Limited
Centurion CDO 9 Limited
CIFC 2011-I 1 Loan Funding LLC
CIFC Funding 2006-1B, Ltd.
CIFC Funding 2006-I, Ltd.
CIFC Funding 2006-II, Ltd.
CIFC Funding 2007-I, Ltd.
CIFC Funding 2007-II, Ltd.
CIFC Funding 2007-III, Ltd.
CIFC Funding 2007-IV, Ltd.
Clydesdale CLO 2005 Ltd
Clydesdale CLO 2006, Ltd.
Clydesdale Strategic CLO-I Ltd
Cobble Hill Funding
Columbia Institutional Leverage Loan Fund II, L.P.
Columbia Strategic Income Fund
Columbia Strategic Income Fund, Variable Series
ColumbusNova CLO Ltd. 0000-X
XxxxxxxxXxxx CLO Ltd. 2006-II
ColumbusNova CLO Ltd. 0000-X
Xxxxxxxx Bank
Confluent 4 Limited
Cornerstone CLO Ltd.
Credit Suisse AG
Credit Suisse Loan Funding LLC
Cumberland II CLO, Ltd.
Del Mar CLO I, Ltd
Denali Capital CLO V, Ltd.
Denali Capital CLO VI, Ltd.
Denali Capital CLO VII, Ltd.
Deutsche Bank AG New York Branch
Dextera
Diversified Credit Portfolio Ltd.
DOLL Trust (Daido Life Insurance Company)
Doral CLO I Ltd
Doral Money Inc
Xxxxxx VIII—Leveraged Loan CDO 2005
Xxxxxx XI—Leveraged Loan CDO 2006
Xxxxxx XVI—Leveraged Loan CDO 2006
Xxxxxx XVIII Leveraged Loan 2007 Ltd.
Xxxxxx XXI Leveraged Loan CDO LLC
DYNA Trust (for Qualified Institutional Investors only)
ECP CLO 2008-1, Ltd.
Xxxxxxx Place CLO, Ltd.
Erste Group Bank AG
Evergreen CBNA Loan Funding LLC
Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund
Fidelity Central Investment Portfolio LLC: Fidelity Floating Rate Central Investment Portfolio
Fidelity Fixed Income Trust: Fidelity Strategic Real Return Fund
Fidelity Securities Fund: Fidelity Real Estate Income Fund
Fifth Third Bank
First Tennessee Bank NA
First Trust Senior Floating Rate Income Fund II
Flatiron CLO 2007-1 Ltd.
Founders Grove CLO, Ltd.
Galaxy VI CLO, Ltd.
Galaxy VII CLO, Ltd.
Galaxy VIII CLO, Ltd.
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]
Name of Lenders Signing the First Amendment
Galaxy X CLO, Ltd.
Gateway CLO Limited
Genesis CLO 2007-2 Ltd
Grant Grove CLO, Ltd.
GSC Capital Corp. Loan Funding 2005-1
GSC Group CDO Fund VIII, Limited
Gulf Stream Rashinban CLO 2006-1, Ltd.
Gulf Stream-Compass CLO 2007, Ltd.
Gulf Stream-Sextant CLO 2007-1, Ltd.
Gulfstream-Compass CLO 2005-2 Ltd.
Gulfstream-Sextant CLO 2006-1, Ltd.
Hamlet II, Ltd.
Hillmark Funding Ltd.
HSBC Bank USA, National Association
Xxxxxx Canyon Funding II, Ltd
ING (L) Flex—Senior Loans
ING Floating Rate Fund
ING IM CLO 2011-1, Ltd.
ING Investment Management CLO I, Ltd.
ING Investment Management CLO II, Ltd.
ING Investment Management CLO III, Ltd.
ING Investment Management CLO IV, Ltd.
ING Investment Management CLO V, Ltd.
ING Investment Trust Co. Plan Employee Benefit Investment Funds—Senior Loan Fund
ING Prime Rate Trust
ING Senior Income Fund
Invesco Floating Rate Fund
Invesco Prime Income Trust
Invesco Xxx Xxxxxx Dynamic Credit Opportunities Fund
Invesco Xxx Xxxxxx Senior Income Trust
Invesco Xxx Xxxxxx Senior Loan Fund
Invesco Zodiac Funds—Invesco US Senior Loan Fund
Jersey Street CLO, Ltd.
JNL/PPM America Floating Rate Income Fund
JPMC Retirement Plan Brigade Bank Loan
JPMorgan Chase Bank NA as Trustee of the JPMorgan Chase Retirement Plan
JPMorgan Chase Bank, N.A.
Katonah 2007-I CLO Ltd.
Katonah IX CLO Ltd
Katonah VIII CLO Ltd.
Katonah X CLO Ltd.
Xxxxxxx Investments, LLC
LCM III, Ltd.
LCM IV, Ltd.
LCM IX Limited Partnership
LCM V, Ltd.
LCM VI, Ltd.
LightPoint CLO V, Ltd.
LightPoint CLO VIII, Ltd.
Lime Street CLO, Ltd.
Limerock CLO I
Xxxxxx Xxxxxx CLO I, Ltd.
MainStay Floating Rate Fund, a series of Eclipse Funds, Inc.
MainStay Floating Rate Fund, a series of MainStay Funds Trust
MainStay VP Floating Rate Portfolio, a Series of Mainstay VP Funds Trust
Market Square CLO Ltd.
Xxxxxxxxx Investments, LLC
Marlborough Street CLO, Ltd.
Marquette Park CLO Ltd.
Mizuho Corporate Bank, Ltd.
Xxxxxx Xxxxxxx Investment Management Croton, Ltd.
Mountain Capital CLO IV, Ltd.
Mountain View CLO II Ltd.
Mountain View CLO III Ltd.
MSIM Peconic Bay, Ltd.
Xxxx Grove CLO, Ltd.
NACM CLO I
Natixis Xxxxxx Xxxxxx Senior Loan Fund
Nautique Funding Ltd.
NCRAM Loan Trust
Neptune Finance CCS, Ltd.
New York Life Insurance and Annuity Corporation
New York Life Insurance Company
Nomura Bond and Loan Fund
North Dakota State Investment Board
NYLIM Flatiron CLO 2004-1 Ltd.
NYLIM Flatiron CLO 2005-1 Ltd.
NYLIM Flatiron CLO 2006-1 Ltd.
Octagon Delaware Trust 2011
Octagon Investment Partners IX, Ltd.
Octagon Investment Partners V, Ltd.
Octagon Investment Partners VIII, Ltd.
Octagon Investment Partners XI, Ltd.
Octagon Xxxx Credit Fund Series I, Ltd.
Olympic Park Ltd.
Phoenix CLO I, Ltd.
Phoenix CLO II, Ltd.
Phoenix CLO III, Ltd.
PineBridge Bank Loan Fund Ltd.
Pioneer Floating Rate Fund
PPM Grayhawk CLO, Ltd.
Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust
Prudential Investment Portfolios 9—Prudential Absolute Return Bond Fund
Prudential Investment Portfolios, Inc 14—Prudential Floating Rate Income Fund
Prudential Total Return Bond Fund, Inc.
Xxxxxx Floating Rate Income Fund
Pyramis Floating Rate High Income Commingled Pool
Qualcomm Global Trading, Inc.
Rampart CLO 2006-I Ltd.
Rampart CLO 2007 Ltd.
Xxxxxxx Xxxxx Bank FSB
Ridgeworth Funds—Seix Floating Rate High Income Fund
Ridgeworth Funds—Total Return Bond Fund
Riversource Bond Series Inc.—Columbia Floating Rate Fund
RiverSource Life Insurance Company
Rochdale Fixed Income Opportunities Portfolio
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]
Name of Lenders Signing the First Amendment
San Xxxxxxx CLO I Ltd
Saratoga CLO I, Limited
Saturn CLO, Ltd.
Schiller Park CLO Ltd.
Seix Credit Opportunities Fund Financing I, Ltd.
Shasta CLO I Ltd.
Sierra CLO II Ltd.
Silver Crest CBNA Loan Funding LLC
Silverado CLO 0000-XX Xxxxxxx
Xxxxxx Xxxx CLO 2007-I, Ltd.
Stone Tower CLO III Ltd.
Stone Tower CLO IV Ltd.
Stone Tower CLO V Ltd.
Stone Tower CLO VI Ltd.
Stone Tower CLO VII Ltd.
Stone Tower Credit Funding I Ltd.
Stone Tower CLO VI Ltd.
Xxxxxx Xxxx Funding I, Ltd.
The Bank of New York Mellon
The Bank of Nova Scotia
The Xxxxxx Xxxxxx Senior Loan Fund, LLC
The Royal Bank of Scotland PLC
Trimaran CLO IV Ltd
Trimaran CLO V Ltd
Trimaran CLO VI Ltd
Trimaran CLO VII Ltd
UniCredit Bank AG
Union Bank, N.A.
Unity National Bank
Venture IX CDO Limited
Venture V CDO Limited
Venture VI CDO Limited
Venture VII CDO Limited
Venture VIII CDO Limited
Victoria Court CBNA Loan Funding LLC
Virginia College Savings Plan
Virtus Senior Floating Rate Fund
Vista Leveraged Income Fund
Wasatch CLO Ltd
Xxxxx Fargo Bank, X.X.
Xxxxxxxxx CLO, Ltd.
WestPac Banking Corporation
WhiteHorse Credit Master Fund, LP
WhiteHorse III, Ltd.
WhiteHorse IV, Ltd.
Whitney CLO I Ltd.
Wind River Reinsurance Company, Ltd.
Xelo VII Limited
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]
Schedule I to
Amendment No. 1 to the
CB Xxxxxxx Xxxxx Services Inc.
Incremental Assumption Agreement
CB HoldCo, Inc.
CB Xxxxxxx Xxxxx Investors, Inc.
CB Xxxxxxx Xxxxx Investors, LLC
CB Xxxxxxx Xxxxx, Inc.
CB/TCC Holdings LLC
CB/TCC, LLC
CBRE-Profi Acquisition Corp.
CBRE Capital Markets of Texas, LP
CBRE Capital Markets, Inc.
CBRE Clarion CRA Holdings, Inc.
CBRE Clarion REI Holding, Inc.
CBRE Government Services, LLC
CBRE Loan Services, Inc.
CBRE Technical Services, LLC
CBRE/LJM Mortgage Company, LLC
Insignia/ESG Capital Corporation
The Xxxxxxxxx Company, Inc.
Xxxxxxxx Xxxx Company
Xxxxxxxx Xxxx Services, Inc.
[Signature Page to Amendment No. 1 to the CB Xxxxxxx Xxxxx Services Inc. Incremental Assumption Agreement]