LOAN MODIFICATION AGREEMENT dated as of August 24, 2009, relating to the

Addendum or Modifications

AGREEMENTS / CONTRACTS

CLAUSES

CB RICHARD ELLIS GROUP INC | BANC OF AMERICA SECURITIES LLC | BANK OF NOVA SCOTIA | CB RICHARD ELLIS GROUP, INC | CB RICHARD ELLIS SERVICES, INC | CREDIT SUISSE SECURITIES (USA) LLC | HSBC BANK USA, NATIONAL ASSOCIATION | ROYAL BANK OF SCOTLAND

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Title: LOAN MODIFICATION AGREEMENT dated as of August 24, 2009, relating to the
Governing Law: New York Date: 8/28/2009
Industry: Real Estate Operations Law Firm: Simpson Thacher Sector: Services

Exhibit 10.1

LOAN MODIFICATION AGREEMENT

dated as of August 24, 2009,

relating to the

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of March 24, 2009,

among

CB RICHARD ELLIS SERVICES, INC.,

CB RICHARD ELLIS GROUP, INC.,

CERTAIN SUBSIDIARIES OF CB RICHARD ELLIS SERVICES, INC.,

THE LENDERS PARTY THERETO

and

CREDIT SUISSE,

as Administrative Agent and Collateral Agent

CREDIT SUISSE SECURITIES (USA) LLC

and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers

BARCLAYS,

HSBC BANK USA, NATIONAL ASSOCIATION,

THE BANK OF NOVA SCOTIA,

THE ROYAL BANK OF SCOTLAND

and

WELLS FARGO,

as Co-Agents

LOAN MODIFICATION AGREEMENT dated as of August 24, 2009 (this “ Agreement ”), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the “ U.S. Borrower ”), CB RICHARD ELLIS LIMITED, a limited company organized under the laws of England and Wales (the “ U.K. Borrower ”), CB RICHARD ELLIS LIMITED, a corporation organized under the laws of the province of New Brunswick (the “ Canadian Borrower ” ) , CB RICHARD ELLIS PTY LTD, a company organized under the laws of Australia and registered in New South Wales (the “ Australian Borrower ”), CB RICHARD ELLIS LIMITED, a company organized under the laws of New Zealand (the “ New Zealand Borrower ”, and together with the U.S. Borrower, the U.K. Borrower, the Canadian Borrower, the Australian Borrower and the New Zealand Borrower, the “ Borrowers ”), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (“ Holdings ”), the Accepting Lenders (as defined below) and CREDIT SUISSE (“ CS ”), as administrative agent (in such capacity, the “ Administrative Agent ”).

A. Reference is made to the Second Amended and Restated Credit Agreement dated as of March 24, 2009 (the “ Credit Agreement ”), among the Borrowers, Holdings, the Lenders party thereto, and CS, as Administrative Agent and as Collateral Agent.

B. Pursuant to Section 9.20(a) of the Credit Agreement, Holdings and the U.S. Borrower made, by written notice to the Administrative Agent dated July 16, 2009 (the “ Offer Notice ”), Loan Modification Offers to the Lenders to make certain Permitted Amendments as described in Exhibit A to such Offer Notice.

C. The Lenders party hereto (the “ Accepting Lenders ”) are willing to agree to such Permitted Amendments as of the Loan Modification Effective Date (as defined below), on the terms and subject to the conditions set forth herein and in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms; Terms Generally . Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply equally to this Agreement. This Agreement shall be a “Loan Modification Agreement” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2. Loan Modifications.

(a) Each of the Accepting Lenders set forth on Schedule I hereto (each, a “ Tranche 2 Domestic Revolving Credit Lender ”) agrees that the principal amount of its Domestic Revolving Credit Commitments set forth on Schedule I shall hereby be

converted into Other Revolving Credit Commitments (“ Tranche 2 Domestic Revolving Credit Commitments ”) and that a proportionate principal amount of its outstanding Domestic Revolving Loans shall hereby be converted into Other Revolving Loans (the “ Tranche 2 Domestic Revolving Loans ”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:


Tranche 2 Domestic Revolving Credit Maturity Date :		As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Loans shall be June 24, 2013.

Applicable Percentage :		As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 Domestic Revolving Credit Commitments, the applicable percentage set forth below under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 Domestic Revolving Loan or Daily Rate Tranche 2 Domestic Revolving Loan, the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:


Leverage Ratio	Fixed Rate Spread	Daily Rate Spread	Facility Fee
Category 1 Greater than 4.00 to 1.0	4.75%	3.75%	0.75%

Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0	4.00%	3.00%	0.75%

Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0	3.50%	2.50%	0.75%

Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0	3.00%	2.00%	0.75%

Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0	2.75%	1.75%	0.75%

Category 6 Equal to or less than 2.25 to 1.0	2.50%	1.50%	0.75%


		For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement.

Utilization :		Domestic L/C Exposure and Domestic Swingline Exposure shall be allocated ratably between the Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Credit Commitments until the Domestic Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding Domestic Revolving Loans on the Revolving Credit Maturity Date for Domestic Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Credit Commitments, subject to such rounding methods as the Administrative Agent may reasonably require.


General :		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 Domestic Revolving Credit Commitments shall constitute “Other Revolving Credit Commitments”; the Tranche 2 Domestic Revolving Loans shall constitute “Other Revolving Loans”; and the Tranche 2 Domestic Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 Domestic Revolving Credit Commitments and Tranche 2 Domestic Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Loans shall be identical to those of the Domestic Revolving Credit Commitments and the Domestic Revolving Loans, respectively. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted Domestic Revolving Credit Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche 2 Domestic Credit Borrowing until the end of such Interest Period.

(b) Each of the Accepting Lenders set forth on Schedule II hereto (each, a “ Tranche 2 Multicurrency Credit Lender ”) agrees that the principal amount of its Multicurrency Revolving Credit Commitments set forth on Schedule II hereto shall hereby be converted into Other Revolving Credit Commitments (“ Tranche 2 Multicurrency Revolving Credit Commitments ”) and that a proportionate principal amount of its outstanding Multicurrency Revolving Loans shall hereby be converted into Other Revolving Loans (the “ Tranche 2 Multicurrency Revolving Loans ”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:

Tranche 2 Multicurrency

Revolving Credit Maturity Date :

As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Loans shall be June 24, 2013.


Applicable Percentage :		As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 Multicurrency Revolving Credit Commitments, the applicable percentage set forth for Tranche 2 Domestic Revolving Credit Commitments in clause (a) above under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 Multicurrency Revolving Loan or Daily Rate Tranche 2 Multicurrency Revolving Loan, the applicable percentage set forth in clause (a) above for Fixed Rate Tranche 2 Domestic Revolving Loans and Daily Rate Tranche 2 Domestic Revolving Loans under the captions “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination.

Utilization :		Multicurrency L/C Exposure shall be allocated ratably between the Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Credit Commitments until the Multicurrency Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding Multicurrency Revolving Loans on the Revolving Credit Maturity Date for Multicurrency Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Credit Commitments, subject to such rounding methods as the Administrative Agent may reasonably require.

General :		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 Multicurrency Revolving Credit Commitments shall constitute “Other


		Revolving Credit Commitments”; the Tranche 2 Multicurrency Revolving Loans shall constitute “Other Revolving Loans”; and the Tranche 2 Multicurrency Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 Multicurrency Revolving Credit Commitments and Tranche 2 Multicurrency Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Loans shall be identical to those of the Multicurrency Revolving Credit Commitments and the Multicurrency Revolving Loans, respectively, under the Credit Agreement. For the avoidance of doubt, any Interest Period or Contract Period elected by any Borrower with respect to any converted Multicurrency Revolving Credit Borrowing (including any B/A Borrowing) beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period or Contract Period, as the case may be, with respect to the corresponding Tranche 2 Multicurrency Credit Borrowing until the end of such Interest Period.

(c) Each of the Accepting Lenders set forth on Schedule III hereto (each, a “ Tranche 2 U.K. Credit Lender ”) agrees that the principal amount of its U.K. Revolving Credit Commitments set forth on Schedule III hereto shall hereby be converted into Other Revolving Credit Commitments (“ Tranche 2 U.K. Revolving Credit Commitments ”) and that a proportionate principal amount of its outstanding U.K. Revolving Loans shall hereby be converted into Other Revolving Loans (the “ Tranche 2 U.K. Revolving Loans ”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:

Tranche 2 U.K. Revolving

Credit Maturity Date :

As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Loans shall be June 24, 2013.


Applicable Percentage :		As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 U.K. Revolving Credit Commitments, the applicable percentage set forth for Tranche 2 Domestic Revolving Credit Commitments in clause (a) above under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 U.K. Revolving Loan or Daily Rate Tranche 2 U.K. Revolving Loan, the applicable percentage set forth in clause (a) above for Fixed Rate Tranche 2 Domestic Revolving Loans and Daily Rate Tranche 2 Domestic Revolving Loans under the captions “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination.

Utilization :		U.K. L/C Exposure shall be allocated ratably between the U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Credit Commitments until the U.K. Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding U.K. Revolving Loans on the Revolving Credit Maturity Date for U.K. Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Credit Commitments, respectively, subject to such rounding methods as the Administrative Agent may reasonably require.

General :		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 U.K. Revolving Credit Commitments shall constitute “Other Revolving Credit Commitments”; the Tranche 2 U.K. Revolving Loans shall constitute “Other


		Revolving Loans”; and the Tranche 2 U.K. Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 U.K. Revolving Credit Commitments and Tranche 2 U.K. Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Loans shall be identical to those of the U.K. Revolving Credit Commitments and the U.K. Revolving Loans, respectively, under the Credit Agreement. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted U.K. Revolving Credit Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche 2 U.K. Credit Borrowing until the end of such Interest Period.

(d) Each of the Accepting Lenders set forth on Schedule IV hereto (the “ Tranche A-2 Lenders ”) agrees (i) that the principal amount of its Tranche A Loans set forth on Schedule IV-A hereto shall hereby be converted into Other Term Loans (the “ Tranche A-2 Loans ”), in a like principal amount and on the terms and subject to the conditions set forth herein and (ii) that (A) the principal amount of its Domestic Revolving Credit Commitments set forth on Schedule IV-B shall hereby be converted into Tranche 2 Domestic Revolving Credit Commitments and that a proportionate principal amount of its outstanding Domestic Revolving Loans shall hereby be converted into Tranche 2 Domestic Revolving Loans, in each case in a like principal amount and on the terms and subject to the conditions set forth herein, (B) immediately following the borrowing provided for in Section 3 below, such Tranche 2 Domestic Revolving Loans and the other Tranche 2 Domestic Revolving Loans made pursuant to the Tranche 2 Domestic Revolving Credit Commitments resulting from the conversion provided for in clause (A) of this paragraph shall hereby be converted into Tranche A-2 Loans in a like principal amount and on the terms and subject to the conditions set forth herein and (C) the Tranche 2 Domestic Revolving Credit Commitments resulting from the conversion provided for in clause (A) of this paragraph shall thereupon be terminated:


Leverage Ratio	Fixed Rate Spread	Daily Rate Spread
Category 1 Greater than 4.00 to 1.0	5.50%	4.50%

Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0	4.75%	3.75%

Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0	4.25%	3.25%

Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0	3.75%	2.75%

Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0	3.50%	2.50%

Category 6 Equal to or less than 2.25 to 1.0	3.25%	2.25%


		For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement.

		Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche A-2 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche A-2 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche A-2 Loans shall be increased by 2.00%:


Fiscal Quarter Ended	Targeted Outstanding Amount
September 2009	$	290,305,534
December 2009 to September 2010	$	203,213,874
December 2010 to March 2013	$	174,183,321


Amortization :		The U.S. Borrower shall pay to the Administrative Agent, for the accounts of the Tranche A-2 Lenders, on the dates set forth below, or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount of the Tranche A-2 Loans (as adjusted from time to time pursuant to Sections 2.11(d), 2.12 and 2.13(f) of the Credit Agreement) equal to the amount set forth below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment:


Repayment Date	Amount
September 30, 2009	$	0
December 31, 2009	$	0
March 31, 2010	$	8,709,166.03
June 30, 2010	$	8,709,166.03
September 30, 2010	$	8,709,166.03
December 31, 2010	$	8,709,166.03
March 31, 2011	$	8,709,166.03
June 30, 2011	$	8,709,166.03
September 30, 2011	$	8,709,166.03
December 31, 2011	$	8,709,166.03
March 31, 2012	$	8,709,166.03
June 30, 2012	$	8,709,166.03
September 30, 2012	$	8,709,166.03
December 31, 2012	$	8,709,166.03
March 31, 2013	$	8,709,166.03
Tranche A-2 Maturity Date	$	177,086,375.85


		For the avoidance of doubt, on a pro rata basis, in no event shall the scheduled amortization of the Tranche A-2 Loans be greater than the scheduled amortization of the Tranche A Loans.

General :		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche A-2 Loans shall constitute “Other Term Loans”; and the Tranche A-2 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with respect to such Tranche A-2 Loans. Except to the extent provided herein, the terms and conditions of the Tranche A-2 Loans shall be identical to those of the Tranche A Loans. The Interest Period elected by the U.S. Borrower with respect to the converted Tranche A Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Tranche A-2 Borrowing until the end of such Interest Period.

(e) Each of the Accepting Lenders set forth on Schedule V hereto (the “ Tranche A-3 Lenders ”) agrees that the principal amount of its Tranche A-1 Loans set forth on Schedule V shall hereby be converted into Other Term Loans (the “ Tranche A-3 Loans ”) in a like principal amount and on the terms and subject to the conditions set forth herein:


Leverage Ratio	Fixed Rate Spread	Daily Rate Spread
Category 1 Greater than 4.00 to 1.0	5.00%	4.00%

Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0	5.00%	4.00%

Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0	4.00%	3.00%

Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0	4.00%	3.00%

Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0	4.00%	3.00%

Category 6 Equal to or less than 2.25 to 1.0	4.00%	3.00%


		For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement.

		Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche A-3 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche A-3 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche A-3 Loans shall be increased by 2.00%:


Fiscal Quarter Ended	Targeted Outstanding Amount
September 2009	$	197,146,110
December 2009 to September 2013	$	167,574,194


General :		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche A-3 Loans shall constitute “Other Term Loans”; and the Tranche A-3 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with


		respect to such Tranche A-3 Loans. Except to the extent provided herein, the terms and conditions of the Tranche A-3 Loans shall be identical to the Tranche A-1 Loans under the Credit Agreement. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted Tranche A-1 Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche A-3 Borrowing until the end of such Interest Period.

(f) Each of the Accepting Lenders set forth on Schedule VI hereto (the “ Tranche B-1 Lenders ”) agrees that the principal amount of its Tranche B Loans set forth on Schedule VI-A hereto, and the principal amount of its Tranche A-1 Loans set forth on Schedule VI-B hereto, shall hereby be converted into Other Term Loans (the “ Tranche B-1 Loans ”), in a like principal amount and on the terms and subject to the conditions set forth herein:


Leverage Ratio	Fixed Rate Spread	Daily Rate Spread
Category 1 Greater than 4.00 to 1.0	5.50%	4.50%

Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0	5.50%	4.50%

Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0	4.50%	3.50%

Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0	4.50%	3.50%

Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0	4.50%	3.50%

Category 6 Equal to or less than 2.25 to 1.0	4.50%	3.50%


		Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche B-1 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche B-1 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche B-1 Loans shall be increased by 0.50%:


Fiscal Quarter Ended	Targeted Outstanding Amount
September 2009	$	296,183,903
December 2009	$	295,441,587
March 2010	$	294,699,272
June 2010	$	293,956,956
September 2010	$	293,214,640
December 2010	$	292,472,325
March 2011	$	291,730,009
June 2011	$	290,987,694
September 2011	$	290,245,378
December 2011	$	289,503,063
March 2012	$	288,760,747
June 2012	$	288,018,432
September 2012	$	287,276,116
December 2012	$	286,533,801
March 2013	$	285,791,485
June 2013	$	285,049,169
September 2013	$	284,306,854
December 2013	$	283,564,538
March 2014	$	282,822,223
June 2014	$	282,079,907
September 2014	$	281,337,592
December 2014	$	280,595,276
March 2015	$	279,852,961
June 2015	$	279,110,645
September 2015	$	278,368,330


General :		For all purposes of the Credit Agreement and the other Loan Documents, the Tranche B-1 Loans shall constitute “Other Term Loans”; and the Tranche B-1 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with respect to such Tranche B-1 Loans. Except to the extent provided herein, the terms and conditions of the Tranche B-1 Loans shall be identical to the Tranche B Loans under the Credit Agreement. The Interest Period elected by the U.S. Borrower with respect to the converted Tranche A-1 Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Tranche B-1 Borrowing until the end of such Interest Period.


		For purposes of clause (ii) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement, (A) Tranche B Loans converted into Tranche B-1 Loans hereunder shall constitute “Tranche B Loans” for purposes of the phrase “upon the prepayment pursuant to Section 2.12 of at least $150,000,000 of Tranche B Loans” of such clause, (B) Tranche A-1 Loans converted into Tranche B-1 Loans hereunder shall not constitute “Tranche B Loans” for purposes of determining whether the prepayment pursuant to such clause shall have been made, and (C) all Tranche B-1 Loans shall constitute “Tranche B Loans” for all other purposes of such clause.

SECTION 3. Borrowing of Tranche 2 Domestic Revolving Loans . Each of the U.S. Borrower and each Accepting Lender acquiring a Tranche 2 Domestic Revolving Credit Commitment hereunder agrees that immediately upon the creation of the Tranche 2 Domestic Revolving Credit Commitments and prior to the conversion of Tranche 2 Domestic Revolving Credit Loans to be effected pursuant to Section 2(d)(ii)(B) above, the U.S. Borrower will borrow, and such Accepting Lenders will make, Tranche 2 Domestic Revolving Credit Loans in the amount of the aggregate undrawn Tranche 2 Domestic Revolving Credit Commitments. For the avoidance of doubt, the requirements of Section 2.03 of the Credit Agreement will apply to such Borrowing.

SECTION 4. Representations and Warranties . To induce the other parties hereto to enter into this Agreement, Holdings and the Borrowers represent and warrant to each of the Accepting Lenders, the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing.

SECTION 5. Conditions Precedent to Effectiveness of Modifications . The modifications of Commitments and Loans provided for in Section 2 above will become effective on a date to be designated by the U.S. Borrower and the Administrative Agent, subject to the satisfaction of the following conditions precedent on or prior to such date (the date of such effectiveness being called the “ Loan Modification Effective Date ”):

(a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) the General Counsel or Assistant General Counsel of the U.S. Borrower, substantially to the effect set forth in Exhibit A-1 to this Agreement and (ii) Simpson Thacher & Bartlett LLP, counsel for Holdings and the Borrowers, substantially to the effect set forth in Exhibit A-2 to this Agreement, in each case (A) dated on the Loan Modification Effective Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Accepting Lenders, and (C) covering such other matters relating to this Agreement and the Permitted Amendments as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions.

(b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable official) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable official); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Loan Modification Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Loan Modification Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request.

(c) The Administrative Agent shall have received (on behalf of itself and the Accepting Lenders) all fees (including, for the avoidance of doubt, the Modification Fees set forth in the Offer Notice) and other amounts due and payable on or prior to the Loan Modification Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers and Holdings hereunder or under any other Loan Document.

(d) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear the signatures of the Borrowers, Holdings, the Accepting Lenders, the Subsidiary Guarantors and the Administrative Agent.

SECTION 6. Certain Agreements . For the avoidance of doubt and without limiting the application thereof, the parties hereto hereby agree that the provisions of Section 9.05 of the Credit Agreement shall apply to the execution and delivery of, and the performance of the parties’ respective obligations under, this Agreement.

SECTION 7. Applicable Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Notices . All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Credit Agreement.

SECTION 9. Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 5 above. Delivery of an executed signature page to this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 10. Headings . The headings and cover page of this Agreement are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 11. Amendment. This Agreement may not be amended, supplemented or otherwise modified other than in a writing signed by each of the parties hereto.

SECTION 12. Acknowledgement of Guarantors . Each of the Guarantors hereby acknowledges its receipt of a copy of this Agreement and its review of the terms and conditions hereof, and each of the Guarantors hereby consents to the terms and conditions of this Agreement and the transactions contemplated hereby, and hereby confirms its guarantee and, as applicable, its grant of Collateral under the Collateral Agreement and agrees that such guarantee and any such grant of Collateral shall continue to be in full force and effect and shall inure to the benefit of the Secured Parties, including the Accepting Lenders as such in respect of their Loans and/or Commitments and the other Obligations owed to them from time to time.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


CB RICHARD ELLIS SERVICES, INC.,

by

		/s/ DEBERA FAN
Name:		Debera Fan
Title:		Sr. Vice President & Treasurer

CB RICHARD ELLIS GROUP, INC.,

by

		/s/ DEBERA FAN
Name:		Debera Fan
Title:		Sr. Vice President & Treasurer

CB RICHARD ELLIS LIMITED, a limited company organized under the laws of England and Wales,

by

		/s/ P. EMBUREY
Name:		P. Emburey
Title:		Director

		/s/ A. LOWTH
Name:		A. Lowth
Title:		Director

CB RICHARD ELLIS LIMITED, a corporation organized under the laws of the province of New Brunswick,

by

		/s/ CAMILLE MCKEE
Name:		Camille McKee
Title:		Vice President


CB RICHARD ELLIS PTY LTD, a company organized under the laws of Australia and registered in New South Wales,

by		/s/ JOHN LLEWELLYN BELL
Name:		John Llewellyn Bell
Title:		Director

		/s/ BELINDA JAYE TOZER
Name:		Belinda Jaye Tozer
Title:		Director

CB RICHARD ELLIS LIMITED, a company organized under the laws of New Zealand,

by		/s/ JOHN LLEWELLYN BELL
Name:		John Llewellyn Bell
Title:		Director

		/s/ BELINDA JAYE TOZER
Name:		Belinda Jaye Tozer
Title:		Director

CB/TCC GLOBAL HOLDINGS LIMITED, a limited company organized under the laws of England and Wales,

by		/s/ ELIZABETH THETFORD
Name:		Elizabeth Thetford
Title:		Director

		/s/ MARCUS SMITH
Name:		Marcus Smith
Title:		Director


EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE VII HERETO,

by		/s/ DEBERA FAN
Name:		Debera Fan
Title:		Sr. Vice President & Treasurer

EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE VIII HERETO,

by		/s/ ROBERT E. SULENTIC
Name:		Robert E. Sulentic
Title:		Executive Vice President

TRAMMEL CROW DEVELOPMENT & INVESTMENT, INC.,

by		/s/ ROBERT E. SULENTIC
Name:		Robert E. Sulentic
Title:		President and Chief Executive Officer


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Accepting Lender and as Administrative Agent,

by		/s/ BILL O’DALY
Name:		Bill O’Daly
Title:		Director

		/s/ KARIM BLASETTI
Name:		Karim Blasetti
Title:		Vice President


FIRST TENNESSEE BANK

as a Lender,

by		/s/ MATTHEW A. WAGES
Name:		Matthew A. Wages
Title:		Vice President

THE BANK OF NOVA SCOTIA as a Lender,

by		/s/ PATRIK G. NORRIS
Name:		Patrik G. Norris
Title:		Director

BARCLAYS BANK PLC as a Lender,

by		/s/ DAVID BARTON
Name:		David Barton
Title:		Director

CREDIT SUISSE, CAYMAN ISLANDS BRANCH as a Lender,

by		/s/ BILL O’DALY
Name:		Bill O’Daly
Title:		Director

		/s/ KARIM BLASETTI
Name:		Karim Blasetti
Title:		Vice President


FIFTH THIRD BANK

as a Lender,

by		/s/ JUDY HULS
Name:		Judy Huls
Title:		Assistant Vice President

HSBC BANK USA, NATIONAL ASSOCIATION as a Lender,

by		/s/ ANDREW W. HIETALA
Name:		Andrew W. Hietala
Title:		First Vice President

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH as a Lender,

by		/s/ YORAM DANKNER
Name:		Yoram Dankner
Title:		Managing Director

		/s/ ELAINE TUNG
Name:		Elaine Tung
Title:		Director


CALLIDUS DEBT PARTNERS CLO FUND II, LTD.
By: Its Collateral Manager, Callidus Capital Management, LLC
as a Lender,

by		/s/ IRA GINSBURG
Name:		Ira Ginsburg
Title:		Principal

CALLIDUS DEBT PARTNERS CLO FUND III LTD.
By:

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Tranche A-2 Maturity Date :

As used in the Credit Agreement, the “Other Term Loan Maturity Date” of the Tranche A-2 Loans shall be June 24, 2013.

Applicable Percentage :

As used in the Credit Agreement, the “Applicable Percentage” with respect to any Fixed Rate Tranche A-2 Loan and Daily Rate Tranche A-2 Loan shall be the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:

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