EXHIBIT 5
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AMENDMENT, dated as of July 19, 2001 (this "Amendment"), to the
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Amended and Restated Contribution and Voting Agreement, dated as of May 31, 2001
(the "Agreement"), among the parties listed on the signature pages hereto.
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Capitalized terms defined in the Agreement when used in this Amendment shall
have the same meanings set forth in the Agreement.
Each of the parties hereto agrees that anything in the Agreement to
the contrary notwithstanding, the amount of the XXXX Cash Contribution will be
reduced by the gross cash proceeds (not to exceed $10 million) received by
Holding from the purchase by California Public Employees' Retirement System of
Holding Class A Common Stock on the date of the Contribution Closing pursuant to
a Subscription Agreement in the form of Annex I hereto (and there will be a
corresponding reduction in the number of shares of Holding Class B common stock
issued to XXXX).
Each of the parties hereto agrees that (i) the number of shares
contributed by The Xxxx Holding Company will be reduced to 656,052 shares, a
reduction of 78,238 shares and (ii) the XXXX Cash Contribution will be increased
by $1,251,808 (and there shall be a corresponding increase in the number of
shares of Holding Class B Common Stock issued to XXXX).
Each of the parties hereto agrees that the number of shares
contributed by Xxxxxxx X. Xxxxx will be reduced to 30,000 shares, and that Xx.
Xxxxx will contribute to Holding $80,000 in cash at the Contribution Closing so
that the total number of shares of Holding Class B Common Stock issued to Xx.
Xxxxx under the Contribution and Voting Agreement will remain at 35,000 shares.
Each of the parties hereto agrees that (i) the number of shares
contributed by W. Xxxxx Xxxxx will be reduced to 57,500 shares; and (ii) the
XXXX Cash Contribution will be increased by $17,200 (and there shall be a
corresponding increase in the number of shares of Holding Class B Common Stock
issued to XXXX).
Each of the parties hereto agrees that a portion of the XXXX Stock
Contribution may be made by Xxxx Strategic Partners II, L.P.
Each of the parties hereto agrees that the Securityholders Agreement
will be in the form of Annex II hereto.
This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts
executed and to be performed entirely within that state.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CBRE HOLDING, INC.
By:
Name: Claus X. Xxxxxx
Title: President
XXXX XX CORP.
By:
Name: Claus X. Xxxxxx
Title: President
RCBA STRATEGIC PARTNERS, L.P.
By: RCBA GP, L.L.C., its general partner
By:
Name: Claus X. Xxxxxx
Title: Member
FS EQUITY PARTNERS III, L.P.
By: FS Capital Partners, L.P., its general
partner
By: FS Holdings, Inc., its general partner
By:
Name:
Title:
FS EQUITY PARTNERS INTERNATIONAL, L.P.
By: FS&Co. International, L.P., its general
partner
By: FS International Holdings Limited, its
general partner
By:
Name:
Title:
THE XXXX HOLDING COMPANY
By:
Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
W. Xxxxx Xxxxx
Xxxxxx X. Xxxx
