First Supplemental Indenture



 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. 
  

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 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 of the Issue Date or any supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Guarantor guarantees the Company’s
obligations with respect to the Securities on the terms provided for in this Indenture.” 
 4. 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 First
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. 
 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 First 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.

 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 First 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 Guarantor. 
 9. Successors. All agreements of the Company and the New Subsidiary Guarantor in this First Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this First Supplemental Indenture shall bind its successors. 
 10. Separability. In case any provision
in this First 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. 
 11. Effectiveness. This First 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 First Supplemental Indenture to be duly executed as of the date first written above. 
  

			
	CB RICHARD ELLIS SERVICES, INC.,
	CB RICHARD ELLIS GROUP, INC.,
		
	By:	 	 /s/    GIL BOROK

	Name:	 	Gil Borok
	Title:	 	Executive Vice President, Chief Accounting
		 	Officer and Chief Financial Officer, Americas
	
	CB HOLDCO, INC.
	CB RICHARD ELLIS, INC.
	CB RICHARD ELLIS INVESTORS, INC.
	CB RICHARD ELLIS INVESTORS, L.L.C.
	CB/TCC, LLC
	CB/TCC HOLDINGS LLC
	CBRE CAPITAL MARKETS, INC.
	CBRE CAPITAL MARKETS OF TEXAS, LP
	CBRE LOAN SERVICES, INC.
	CBRE TECHNICAL SERVICES, LLC
	CBRE/LJM MORTGAGE COMPANY, L.L.C.
	CBRE/LJM-NEVADA, INC.
	HOLDPAR A
	HOLDPAR B
	INSIGNIA/ESG CAPITAL CORPORATION
	THE POLACHECK COMPANY, INC.
	TRAMMELL CROW COMPANY
	TRAMMELL CROW SERVICES, INC.
	VINCENT F. MARTIN, JR., INC.
	WESTMARK REAL ESTATE ACQUISITION PARTNERSHIP, L.P.
		
	By:	 	 /s/    DEBERA FAN

	Name:	 	Debera Fan
	Title:	 	Senior Vice President & Treasurer


 [Signature page to First Supplemental Indenture] 








			
	CB/TCC GLOBAL HOLDINGS LIMITED
		
	By:	 	 /s/    PHILIP EMBUREY

	Name:	 	Philip Emburey
	Title:	 	Director
		
	By:	 	 /s/    ELIZABETH C. THETFORD

	Name:	 	Elizabeth C. Thetford
	Title:	 	Secretary
	
	TC HOUSTON, INC.
	TCCT REAL ESTATE, INC.
	TCDFW, INC.
		
	By:	 	 /s/    ROBERT E. SULENTIC

	Name:	 	Robert E. Sulentic
	Title:	 	Executive Vice President
	
	 TRAMMELL CROW DEVELOPMENT &
 INVESTMENT, INC.

		
	By:	 	 /s/    ROBERT E. SULENTIC

	Name:	 	Robert E. Sulentic
	Title:	 	President & Chief Executive Officer
	
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as
Trustee

		
	By:	 	 /s/    MADDY HALL

	Name:	 	Maddy Hall
	Title:	 	Vice President


 [Signature page to First Supplemental Indenture]