Exhibit 23
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 terms defined in the Agreement
when used in this Amendment shall have the same meanings set forth in
the Agreement.
1. 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).
2. 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).
3. 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.
4. 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).
5. Each of the parties hereto agrees that a portion of the
XXXX Stock Contribution may be made by Xxxx Strategic Partners II, L.P.
6. Each of the parties hereto agrees that the Securityholders
Agreement will be in the form of Annex II hereto.
7. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CBRE HOLDING, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Claus X. Xxxxxx
Title: President
XXXX XX CORP.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Claus X. Xxxxxx
Title: President
RCBA STRATEGIC PARTNERS, L.P.
By: RCBA GP, L.L.C.,
its general partner
By: /s/ Xxxxx Xxxxxx
---------------------------------
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: Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
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FS EQUITY PARTNERS INTERNATIONAL, L.P.
By: FS&Co. International, L.P.,
its general partner
By: FS International Holdings Limited,
its general partner
By: Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE XXXX HOLDING COMPANY
/s/ Xxxxxx Xxxx
--------------------------
By: Xxxxxx Xxxx
/s/ Xxxxxxxx X. Xxxxx
--------------------------
Xxxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx
/s/ W. Xxxxx Xxxxx
--------------------------
W. Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxx
--------------------------
Xxxxxx X. Xxxx
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