Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment No. 8 to SC 13D 7 38K
2: EX-10 Joint Filing Agreement, Dated as of July 2, 2001 1 9K
3: EX-15 Amendment to the Dlj Commitment Letter 3 10K
4: EX-16 Purchase Agreement Dated as of June 29 21 70K
5: EX-17 Registration Rights Agreement 21 96K
6: EX-18 Indenture Dated as of June 7, 2001 155 463K
EX-15 — Amendment to the Dlj Commitment Letter
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EXHIBIT 15
June 29, 2001
CBRE Holding, Inc.
c/o RCBA Strategic Partners, L.P.
909 Montgomery Street
San Francisco, CA 94133
Attention: Mr. Claus Moller
RE: AMENDMENT TO COMMITMENT LETTER
Dear Sir:
Reference is made to the commitment letter dated February 23, 2001,
including the term sheet attached thereto, as amended by an amendment dated May
31, 2001 (the "Commitment Letter"), pursuant to which DLJ Investment Funding,
Inc. ("DLJIF") agreed, subject to the conditions set forth therein, to purchase
up to $65.0 million of senior notes of CBRE Holding, Inc. ("Holdings") in
connection with the Sponsor's acquisition of CB Richard Ellis Services, Inc.
Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Commitment Letter.
The Commitment Letter is hereby further amended and modified as
follows:
1. The Transaction Fee payable to DLJIF under the Commitment Letter
upon consummation of the Transaction shall be reduced from 3.5%
to 2.1154% and shall be payable by Holdings to Credit Suisse
First Boston Corporation ("CSFB") in the form of an initial
purchaser's discount to the aggregate price of the units sold in
the offering pursuant to the Confidential Offering Circular of
Holdings dated the date hereof, such discount to be payable in
accordance with a definitive purchase agreement relating to the
Notes and the Common Equity Securities. In addition, Holdings
will pay $900,000 in cash to DLJIF as a lead investor adjustment
on the closing date of the Transaction.
2. In connection with the issue and sale of the Notes, Holdings
shall not be responsible for the payment of fees or expenses of
(a) Arthur Anderson LLP, to the extent attributable to the
preparation and delivery of a comfort letter to CSFB or (b)
Cravath Swaine & Moore, counsel to CSFB, such expenses to be
borne by CSFB.
3. It shall be an additional condition to the commitment of DLJIF
under the Commitment Letter that DLJIF shall have received a duly
executed copy of a Management Rights Letter in the form attached
hereto.
4. The terms of the Notes and the Common Equity Securities shall be
substantially as set forth in the descriptions thereof contained
in the Confidential Offering Circular relating to the Notes and
the Common Equity Securities dated the date hereof.
Except as expressly amended or modified by this amendment, the terms
of the Commitment Letter shall remain in full force and effect.
Please indicate your acceptance of the terms hereof by signing in the
appropriate space below and returning a copy of this amendment to the
undersigned.
Very truly yours,
DLJ INVESTMENT FUNDING, INC.
By: /s/ Paul Thompson III
----------------------
Paul Thompson III
Managing Director
Accepted and Agreed to as
of the date first above written:
CBRE HOLDING, INC.
By: /s/ Claus Moller
-----------------
Name: Claus Moller
Title: President
Dates Referenced Herein and Documents Incorporated by Reference
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