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”).
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:
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.
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
