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




 EXHIBIT 4.1(b) 
  
 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”). 
  
 WITNESSETH 
  
 WHEREAS, CBRE Escrow, Inc. (the “Issuer”) and the Trustee are parties to an indenture dated as of
May 22, 2003 (the “Indenture”), providing for the issuance of the Issuer’s 93⁄4% Senior Notes due May 15, 2010 (the “Notes”); 
  
 WHEREAS, the Issuer has merged with and into CB Richard Ellis Services (the “Escrow Merger”); 

 
 WHEREAS, Apple Acquisition Corp. has merged with and into Insignia
Financial Group, Inc. (the “Merger”); 
  
 WHEREAS, as a result of the Escrow 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 4.13 of the Indenture, on the date of the Merger, Parent shall, and CB Richard Ellis Services shall cause the Subsidiary
Guarantors to, execute and deliver to the Trustee a supplemental indenture pursuant to which Parent and such Subsidiary Guarantors 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 

  

 1 









 
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. 
  
 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 CBRE Escrow, Inc. (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 23, 2003, 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. Parent and each of the Subsidiary
Guarantors hereby unconditionally and irrevocably guarantee CB Richard Ellis Services’ obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and agree to be bound by
all other provisions of the Indenture and the Notes applicable to a 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 11.02 of the Indenture, the
address for notices to CB Richard Ellis Services, Parent 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 
  
 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 

  

 2 









 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. 
  
 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/    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



  

 3 










	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


  

 4 










	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


  

 5 










	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


  

 6 










	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


  

 7 










	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


  

 8 










	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


  

 9 










	IIII-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



  
  

	IIII-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 Guarantor
		
	By:	 	/s/    ELLIS D. REITER, JR.
	 	

	 	 	 Name: Ellis D. Reiter, Jr.
 Title: Senior
Vice President and Secretary



  
  
  

 10 










	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 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



  
  

 11 










	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



  
  

 12 










	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



  
  

 13 










	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



  
  

 14 










	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


  
  

 15 










	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 Trustee

		
	By:	 	 /s/    PAULA M.
OSWALD        


	 	 	Name:	 	Paula M. Oswald
	 	 	Title:	 	Vice President


  
  

 16