0001193125-03-089610 Sample Contracts

Contract
Second Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 4, 2003 (this “Second Supplemental Indenture”), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (“CB Richard Ellis Services”), Investors 1031, LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

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Contract
First Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 23, 2003 (this “First 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 trustee (the “Trustee”).

FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF INVESTORS 1031, LLC July 11, 2003
Operating Agreement • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware

This First Amended and Restated Operating Agreement of Investors 1031, LLC (this “Agreement”), is entered into as of July 11, 2003 by and between CB Richard Ellis Investors, L.L.C., a Delaware limited liability company (“CBREI”), and CB Richard Ellis Investors, Inc., a California corporation (“Investors”), as members. CBREI and Investors, together with any additional parties as and when admitted to the Company (as defined below), are collectively referred to in this Agreement as the “Members.” Each Member, in consideration of the agreements of the other Member contained herein, agrees as follows:

Contract
Second Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York

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”).

Contract
First Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 20, 2001 (this “First 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 State Street Bank and Trust Company of California, N.A., as trustee (the “Trustee”).

STOCK INCENTIVE PLAN OPTION AGREEMENT
Stock Incentive Plan • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • Delaware

THIS AGREEMENT (the “Agreement”) is made effective as of the 8th day of July 2002, (the “Date of Grant”), between CBRE Holding, Inc., a Delaware corporation (the “Company”), and Kenneth J. Kay (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings given them in the 2001 CBRE Holding Inc. Stock Incentive Plan (the “Plan”).

Contract
Third Supplemental Indenture • December 5th, 2003 • Cb Richard Ellis Corporate Facilities Management Inc • Real estate • New York

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 4, 2003 (this “Third Supplemental Indenture”), is by and among CB Richard Ellis Services, Inc., a Delaware corporation (“CB Richard Ellis Services”), Investors 1031, LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), and U.S. Bank National Association as successor to Street Bank and Trust Company of California, N.A., as trustee (the “Trustee”).

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