Prepared by R.R. Donnelley Financial -- First Supplemental Indenture




 EXHIBIT 10.17(b) 
  
 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”).

  
 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 amended, the “Indenture”), providing for the issuance of the Issuer’s 111⁄4% 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 is assuming, by and under this First Supplemental Indenture, the Issuer’s 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, on the date of the Merger, CB Richard Ellis Services is required to cause the Subsidiary Guarantors to
execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary Guarantor 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 First 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.
Assumption by CB Richard Ellis Services. CB Richard Ellis Services hereby assumes the Issuer’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all outstanding Notes issued pursuant to
the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Issuer. CB Richard Ellis Services is hereby substituted for, and may exercise every
right and power of, the Issuer under the Indenture with the same effect as if CB Richard Ellis Services had been named as the Issuer in the Indenture, and CB Richard Ellis Services is a successor corporation under the Indenture. 
  

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 3. Notation on Notes. Notes authenticated and delivered after the date hereof may bear the
following notation, which may be stamped or imprinted thereon: 
  
 “In connection with the merger of BLUM CB Corp. (the “Issuer) with and into CB Richard Ellis Services, Inc. (“CB Richard Ellis Services”) and pursuant to the First Supplemental Indenture dated as
of July 20, 2001, CB Richard Ellis Services has assumed the Issuer’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on this Note and the performance of each other obligation and covenant set
forth in the Indenture to be performed or observed on the part of the Issuer.” 
  
 4. 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 of the Indenture and agrees to be bound by all other provisions of the Indenture and the Notes
applicable to a “Subsidiary Guarantor” therein. 
  
 5.
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. 
  
 6. 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. 
 505
Montgomery Street, Suite 600 
 San Francisco, CA 94111 
 Attention: Walter V. Stafford 
  
 7. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 8. 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. 
  
 9. Effect
of Headings. The section headings herein are for convenience only and shall not affect the construction hereof. 
  
 10. 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 CB Richard Ellis Services, Parent and the Subsidiary Guarantors. 
  

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

	CB RICHARD ELLIS SERVICES, INC.
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  

	CBRE HOLDING, INC.
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Secretary


  
  

	BONUTTO-HOFER INVESTMENTS, as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  
  
  
  
  
  
  
  

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	CB RICHARD ELLIS CORPORATE FACILITIES MANAGEMENT, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  

	CB RICHARD ELLIS INVESTORS, L.L.C., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President


  

	CB RICHARD ELLIS, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  

	CBRE/LJM-NEVADA, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President


  

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	CBRE/LJM MORTGAGE COMPANY, L.L.C., as a Subsidiary Guarantor
		
	By:	 	CBRE/LJM – Nevada, Inc., its member
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President



	
	D.A. MANAGEMENT, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Vice President



	
	GLOBAL INNOVATION ADVISOR, LLC, as a Subsidiary Guarantor
		
	By:	 	CB Richard Ellis Investors, L.L.C., its member



		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President


  

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	HOLDPAR A, as a Subsidiary Guarantor
		
	By:	 	Westmark Real Estate Acquisition Partnership,
L.P., its partner
		
	By:	 	CB Richard Ellis, Inc., its general partner
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President



	
	HOLDPAR B, as a Subsidiary Guarantor
		
	By:	 	Westmark Real Estate Acquisition Partnership,
L.P., its partner
		
	By:	 	CB Richard Ellis, Inc., its general partner
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President



	
	KEA/1, INC., as a Subsidiary Guarantor



		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  

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	KEA/II, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President



	
	KOLL CAPITAL MARKETS GROUP, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President



	
	KOLL INVESTMENT MANAGEMENT, INC., as a Subsidiary Guarantor



		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President



	
	KOLL PARTNERSHIPS I, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  

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	KOLL PARTNERSHIPS II, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  

	L.J. MELODY & COMPANY, as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President


  

	L J MELODY & COMPANY OF TEXAS, LP, as a Subsidiary Guarantor
		
	By:	 	CBRE/LJM Mortgage Company, L.L.C., its
general partner
		
	By:	 	CBRE/LJM – Nevada, Inc., its member
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President


  

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	SOL L. RABIN, INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President


  

	VINCENT F. MARTIN, JR., INC., as a Subsidiary Guarantor
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Vice President


  

	WESTMARK REAL ESTATE ACQUISITION PARTNERSHIP, L.P., as a Subsidiary Guarantor
		
	By:	 	CB Richard Ellis, Inc., its general partner
		
	By:	 	/s/    Walter V. Stafford        
	 	

	 	 	Name:	 	Walter V. Stafford
	 	 	Title:	 	Senior Executive Vice President


  

	STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
		
	By:	 	/s/    Mark D. Henson        
	 	

	 	 	Name:	 	Mark D. Henson
	 	 	Title:	 	Vice President


  

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