Exhibit 4.1
FIRST SUPPLEMENTAL
INDENTURE
Dated as of September 10,
2009
among
CB RICHARD ELLIS SERVICES,
INC.,
as Company
CBRE LOAN SERVICES,
INC.,
as New Subsidiary Guarantor
The Existing Guarantors party
hereto
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee
to the
INDENTURE
Dated as of June 18,
2009
relating to the
11.625% SENIOR SUBORDINATED NOTES
DUE 2017
THIS FIRST SUPPLEMENTAL INDENTURE,
dated as of September 10, 2009 (this “ First
Supplemental Indenture ”), is by and among CB Richard
Ellis Services, Inc., a Delaware corporation (the “
Company ”), CBRE Loan Services, Inc., a Delaware
corporation (the “ New Subsidiary Guarantor ”),
the Existing Guarantors (as defined below) and Wells Fargo
Bank, National Association, as trustee (the “
Trustee ”).
W I T N E S
S E T H :
WHEREAS, the Company, CB Richard
Ellis Group, Inc. (the “ Parent ”), certain
subsidiaries of the Company (together with Parent, the “
Existing Guarantors ”) and the Trustee are parties to
an Indenture, dated as of June 18, 2009 (as it may be further
amended, supplemented or otherwise modified from time to time, the
“ Indenture ”), relating to the Company’s
11.625% Senior Subordinated Notes due 2017 (the “
Notes ”) and related Guaranties of the Notes by the
Existing Guarantors;
WHEREAS, pursuant to
Section 4.13 of the Indenture, the Company is required to
cause each Restricted Subsidiary that Guarantees any Indebtedness
of the Company to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Restricted Subsidiary shall
unconditionally and irrevocably guarantee the Company’s
obligations with respect to the Notes on the terms set forth in the
Indenture;
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Company, the Existing
Guarantors and the Trustee may amend the Indenture without notice
to or consent of any Securityholder, to, among other things,
(a) add guarantees with respect to the Notes, including any
Guaranties, or to secure the Notes and (b) cure any ambiguity,
omission, defect or inconsistency;
WHEREAS, the Company and the
Existing Guarantors desire and have requested that the Trustee join
in the execution of this First Supplemental Indenture as permitted
by Section 9.01 of the Indenture; and
WHEREAS, all conditions precedent
and requirements necessary to make this First Supplemental
Indenture a valid and legally binding instrument in accordance with
its terms have been complied with, performed and fulfilled and the
execution and delivery hereof have been in all respects duly
authorized.
NOW, THEREFORE, for and in
consideration of the foregoing premises, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders
of the Notes, as follows:
1. Capitalized Terms
. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
2. Agreement to Become
Guarantor . The New Subsidiary Guarantor hereby
unconditionally and irrevocably guarantees the Company’s
obligations under the Notes and the Indenture on the terms and
subject to the conditions set forth in Article 11 of the Indenture
and agrees to be bound by all other provisions of the Indenture and
the Notes applicable to a Guarantor therein.
1
3. Amendment of Definition of
Guaranty Agreement . Section 1.01 of the Indenture is
hereby amended by deleting the existing definition of
“Guaranty Agreement” in its entirety and inserting in
lieu thereof the following new definition:
““Guaranty
Agreement” means this Indenture as
