Second Supplemental Indenture



  
 EXHIBIT 4.2

  
  

 
 SECOND SUPPLEMENTAL INDENTURE

 Dated as of November 10, 2010 
 among 
 CBRE GOVERNMENT SERVICES, LLC,  

as a New Subsidiary Guarantor 
 CBRE-PROFI ACQUISITION CORP.,  
 as a New Subsidiary Guarantor 

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
SECOND SUPPLEMENTAL INDENTURE, dated as of November 10, 2010 (this “Second Supplemental Indenture”), is by and among CBRE Government Services, LLC, a Delaware limited liability company (“Government Services”),
CBRE-Profi Acquisition Corp., a Delaware corporation (“Profi Acquisition” and, together with Government Services, the “New Subsidiary Guarantors”) 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 supplemented on September 10, 2009 and 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
desires and has requested that the Trustee join in the execution of this Second Supplemental Indenture as permitted by Section 9.01 of the Indenture; and 
 WHEREAS, all conditions precedent and requirements necessary to make this Second 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 Guarantors.    Each of
the New Subsidiary Guarantors 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. 

  
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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.         Governing Law.    This Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 

5.         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. Signatures of the parties hereto transmitted by facsimile or electronic transmission
(including Adobe .PDF) shall be deemed to be their original signatures for all purposes. 

6.         Effect of Headings.    The section headings
herein are for convenience only and shall not affect the construction hereof. 

7.         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 the Company and the New
Subsidiary Guarantors. 
 8.        
Successors.    All agreements of the Company and the New Subsidiary Guarantors in this Second Supplemental Indenture shall bind their successors. All agreements of the Trustee in this Second Supplemental Indenture shall
bind its successors. 
 9.        
Separability.    In case any provision in this Second Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired thereby. 
 10.        
Effectiveness.    This Second Supplemental Indenture shall become effective, once executed, upon receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel, each of which shall be dated no earlier
than the date hereof. 

  
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 SIGNATURES

 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
as of the date first written above. 
  

			
	 CBRE GOVERNMENT SERVICES, LLC
  

		
	By:	 	/s/ Debera Fan
		 	Name: Debera Fan
		 	Title:   Treasurer


  

			
	 CBRE-PROFI ACQUISITION CORP.

 

		
	By:	 	/s/ Debera Fan
		 	Name: Debera Fan
		 	Title:    Senior Vice President & Treasurer



 
  
 [Signature page to Second Supplemental Indenture] 







  
 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Maddy Hall
		 	Name:   Maddy Hall
		 	Title:    Vice President


  

 
  
 [Signature page to Second Supplemental Indenture]