EXHIBIT 10. 17(c)
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 23, 2003 (this Second Supplemental Indenture), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (CB Richard Ellis Services), CBRE Holding, Inc., a Delaware corporation (Parent), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a Subsidiary Guarantor and collectively, the Subsidiary Guarantors) and U.S. Bank National Association as successor to Street Bank and Trust Company of California, N.A., as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, BLUM CB Corp. (the Issuer), Parent and the Trustee are parties to an indenture dated as of June 7, 2001 (as supplemented, the Indenture), providing for the issuance of the Issuers 11¼% Senior Subordinated Notes due June 15, 2011 (the Notes);
WHEREAS, the Issuer has merged with and into CB Richard Ellis Services (the Merger);
WHEREAS, as a result of the Merger, CB Richard Ellis Services has assumed, by and under the First Supplemental Indenture, dated as of July 20, 2001 (the First Supplemental Indenture), by and among CB Richard Ellis Services, Parent, each of the parties identified as a Subsidiary Guarantor on the signature pages thereto and the Trustee, the Issuers obligations for the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observance of each covenant of the Indenture on the part of the Issuer to be performed or observed;
WHEREAS, pursuant to Section 4.10 of the Indenture, after the date of the Merger, CB Richard Ellis Services is required to cause each Restricted Subsidiary that Guarantees any Indebtedness of CB Richard Ellis Services to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally and irrevocably guarantee CB Richard Ellis Services obligations with respect to the Notes on the terms set forth in the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
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. Agreements to Become Guarantors. Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees CB Richard Ellis Services obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 11 of the Indenture, subordinates its guarantee to the extent and in the manner provided in Article 12
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of the Indenture and agrees to be bound by all other provisions of the Indenture and the Notes applicable to a Subsidiary Guarantor therein.
3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Notices. For purposes of Section 13.02 of the Indenture, the address for notices to CB Richard Ellis Services and each of the Subsidiary Guarantors shall be:
c/o CB Richard Ellis Services, Inc.
355 South Grand Avenue
Suite 3100
Los Angeles, CA 90071
Attention: Kenneth J. Kay
5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
6. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
7. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by CB Richard Ellis Services, Parent and the Subsidiary Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
CB RICHARD ELLIS SERVICES, INC. | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
CBRE HOLDING, INC. | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
BAKER COMMERCIAL REALTY, INC.,as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
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BONUTTO-HOFER INVESTMENTS, as a Subsidiary Guarantor | ||
By: | /s/ Ellis D. Reiter, Jr. | |
Name: Ellis D. Reiter, Jr. Title: Executive Vice President and Secretary |
CB RICHARD ELLIS, INC., as a Subsidiary Guarantor | ||
By: | /s/ Ellis D. Reiter, Jr. | |
Name: Ellis D. Reiter, Jr. Title: Executive Vice President and Secretary |
CB RICHARD ELLIS CORPORATE FACILITIES MANAGEMENT, INC., as a Subsidiary Guarantor | ||
By: | /s/ Ellis D. Reiter, Jr. | |
Name: Ellis D. Reiter, Jr. Title: Executive Vice President and Secretary |
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CB RICHARD ELLIS INVESTORS, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Assistant Secretary |
CB RICHARD ELLIS INVESTORS, L.L.C., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Assistant Secretary |
CB RICHARD ELLIS OF CALIFORNIA, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Secretary |
CBRE CONSULTING, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
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CBRE HR, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
CBRE-PROFI ACQUISITION CORP., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
CBRE/LJM MORTGAGE COMPANY, L.L.C., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Assistant Secretary |
CBRE/LJM-NEVADA, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Secretary |
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CBREI FUNDING, L.L.C., as a Subsidiary Guarantor | ||||
By: | CB Richard Ellis Investors, L.L.C., its sole member | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Assistant Secretary |
CBREI MANAGER, L.L.C., as a Subsidiary Guarantor | ||||
By: | CB Richard Ellis Investors, L.L.C., its sole member | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Assistant Secretary |
EDWARD S. GORDON MANAGEMENT CORPORATION, as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
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GLOBAL INNOVATION ADVISOR, L.L.C, as a Subsidiary Guarantor | ||||
By: | CB Richard Ellis Investors, L.L.C., its member | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Executive Vice President and Secretary |
HOLDPAR A, as a Subsidiary Guarantor | ||||
By: | CB Richard Ellis, Inc., its majority interest holder | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Executive Vice President and Secretary |
HOLDPAR B, as a Subsidiary Guarantor | ||||
By: | CB Richard Ellis, Inc., its majority interest holder | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Executive Vice President and Secretary |
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IBT VI, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
IBTHAI, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
I/ESG OCTANE HOLDINGS, LLC as a subsidiary Guarantor | ||||
By: | Insignia/ESG,Inc., its sole member | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
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III-BSI HOLDINGS, LLC, as a Subsidiary Guarantor | ||||
By: Insignia/ESG, Inc., its managing member | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
III-SSI HOLDINGS, LLC, as a Subsidiary Guarantor | ||||
By: Insignia/ESG, Inc., its managing member | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
INSIGNIA/ESG, INC., as a Subsidiary Gurantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
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INSIGNIA/ESG CAPITAL CORPORATION, as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
INSIGNIA/ESG NORTHEAST, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
INSIGNIA/ESG CAPITAL INVESTMENTS, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
INSIGNIA FINANCIAL GROUP, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
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INSIGNIA FINANCIAL SERVICES, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
INSIGNIA INVESTMENT MANAGEMENT, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
INSIGNIA IP INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
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INSIGNIA ML PROPERTIES, LLC, as a Subsidiary Guarantor | ||||
By: | Insignia/ESG, Inc., its sole member | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
INSIGNIA RO, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Senior Vice President and Secretary |
KOLL CAPITAL MARKETS GROUP, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Executive Vice President and Secretary |
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KOLL INVESTMENT MANAGEMENT, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Secretary |
KOLL PARTNERSHIPS I, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Executive Vice President and Secretary |
KOLL PARTNERSHIPS II, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Executive Vice President and Secretary |
L.J. MELODY & COMPANY, as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Assistant Secretary |
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L.J. MELODY & COMPANY OF TEXAS, L.P., as a Subsidiary Guarantor | ||||
By: | CBRE/LJM Mortgage Company, L.L.C., its general partner | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Assistant Secretary |
LJMGP, LLC, as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Assistant Secretary |
SOL L. RABIN, INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Secretary |
VINCENT F. MARTIN, JR., INC., as a Subsidiary Guarantor | ||||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Vice President and Secretary |
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WESTMARK REAL ESTATE ACQUISITION PARTNERSHIP, L.P., as a Subsidiary Guarantor | ||||
By: | CB Richard Ellis, Inc., its general partner | |||
By: | /s/ Ellis D. Reiter, Jr. | |||
Name: | Ellis D. Reiter, Jr. | |||
Title: | Executive Vice President and Secretary |
U.S. BANK NATIONAL ASSOCIATION, as Successor Trustee | ||||
By: | /s/ Paula M. Oswald | |||
Name: | Paula M. Oswald | |||
Title: | Vice President |
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