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




 EXHIBIT 10. 17(c) 
  
 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”). 
  
 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 supplemented, 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 has assumed, by and under the First Supplemental Indenture, dated as of July 20, 2001 (the “First Supplemental Indenture”), by and among CB Richard Ellis
Services, Parent, each of the parties identified as a Subsidiary Guarantor on the signature pages thereto and the Trustee, 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, after the date of the Merger, CB Richard Ellis Services is required to cause each Restricted
Subsidiary that Guarantees any Indebtedness of CB Richard Ellis Services to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary 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 Second 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. 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 
  

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 of the Indenture and agrees to be bound by all other provisions of the Indenture and the Notes applicable to a
“Subsidiary Guarantor” therein. 
  
 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. 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. 
 355 South Grand Avenue 
 Suite 3100 
 Los Angeles, CA 90071 
 Attention: Kenneth J. Kay 
  
 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 Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. 
  
 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 Second 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 Second 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


  

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	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



  

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	 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


  

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	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


  

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	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


  

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	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


  

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	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


  

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	III-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


  

	III-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 Gurantor
		
	By:	 	 /s/    Ellis D. Reiter, Jr.         


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


  

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	 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/ESG 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


  

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	 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


  

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	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


  

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	 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


  

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	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


  

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	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 Successor Trustee
		
	By:	 	 /s/    Paula M. Oswald        


	 	 	Name:	 	Paula M. Oswald
	 	 	Title:	 	Vice President


  

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