<PAGE>
                     SECOND AMENDMENT OF CREDIT AGREEMENT

     THIS SECOND AMENDMENT OF CREDIT AGREEMENT (this "AMENDMENT") is entered
into to be effective as of April 27, 1998, between TRAMMELL CROW COMPANY, a
Delaware corporation ("BORROWER"), each of the banks or other lending
institutions which is a signatory to this Amendment (collectively, "LENDERS"),
NATIONSBANK OF TEXAS, N.A., a national banking association, as Administrative
Agent (in such capacity, together with its successors in such capacity,
"ADMINISTRATIVE AGENT"), and BANKERS TRUST COMPANY, as Documentation Agent (in
such capacity, together with its successors in such capacity, "DOCUMENTATION
AGENT").

                                   R E C I T A L S

     A.   Borrower, Lenders, Administrative Agent, and Documentation Agent are
parties to the Credit Agreement dated as of December 1, 1997 as amended by that
certain First Amendment to Credit Agreement dated as of January 29, 1998 (the
"FIRST AMENDMENT") (as modified, amended, renewed, and extended from time to
time, the "CREDIT AGREEMENT"), providing for a $150,000,000.00 revolving line of
credit.

     B.   Capitalized terms used herein shall, unless otherwise indicated, have
the respective meanings set forth in the Credit Agreement.

     C.   Borrower and the Credit Parties desire to modify certain provisions
contained in the Credit Agreement, subject to the terms and conditions set forth
herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Lenders, Administrative
Agent, and Documentation Agent agree as follows:

     1.   AMENDMENTS TO THE CREDIT AGREEMENT. 

     (a)  SECTION 1.1 of the Credit Agreement is hereby amended to delete the
definitions of "IMPLIED CAPITAL," "IMPUTED MULTIPLE," "LEVEL I," and "TOTAL
ASSET VALUE" in their entirety and replace such definitions with the following:

          "IMPLIED CAPITAL" means, as of any date, THE PRODUCT OF (a) the
     closing price on the immediately preceding trading day for Borrower's
     common stock, as reported in THE WALL STREET JOURNAL, TIMES (b) THE SUM OF
     (i) the number of issued and outstanding shares of common stock of Borrower
     on such date, and (ii) the number of issued and outstanding shares of
     common stock of Borrower that would be issued and outstanding on such date
     if all options, warrants, and other securities, rights, or instruments that
     are convertible into common stock of Borrower are exercised or converted on
     such date.

          "IMPUTED MULTIPLE" means, as of any date, (a) THE SUM OF (i) Implied
     Capital, PLUS (ii) Total Liabilities, in each case as of such date, DIVIDED
     BY (b) Adjusted EBITDA for the twelve (12) month period ending on such date
     (if such date is the last day of a calendar month) or the last day of the
     immediately preceding calendar month (if such date is not the last day of a
     calendar month).

          "LEVEL I" means such periods as the Total Leverage Ratio is greater
     than or equal to 2.5 to 1.0 and (a) from the Closing Date through
     December 31, 1998, less than 4.0 to 1.0, and (b) thereafter, less than 3.5
     to 1.0.


SECOND AMENDMENT

<PAGE>

          "TOTAL ASSET VALUE" means, as of any date, (a) if the Imputed Multiple
     as of such date is equal to or greater than fifteen (15), then THE PRODUCT
     OF (i) twelve (12) and (ii) Adjusted EBITDA for the twelve (12) month
     period ending on such date (if such date is the last day of a calendar
     month) or the last day of the immediately preceding calendar month (if such
     date is not the last day of a calendar month), and (b) if the Imputed
     Multiple as of such date is less than fifteen (15), then THE PRODUCT OF
     (i) the LESSER of (A) ten (10), and (B) the Imputed Multiple as of such
     date, and (ii) Adjusted EBITDA for the twelve (12) month period ending on
     such date (if such date is the last day of a calendar month) or the last
     day of the immediately preceding calendar month (if such date is not the
     last day of a calendar month).  For purposes of calculating Total Asset
     Value, Adjusted EBITDA for any period shall be computed with respect to
     Real Estate Investments, Subsidiaries, or other assets owned as of the date
     of determination regardless of whether such Real Estate Investments,
     Subsidiaries, or other assets were acquired during such period (subject to
     adjustment satisfactory to Administrative Agent for any businesses or
     assets not acquired in the relevant acquisition).  No Adjusted EBITDA that
     is derived from assets that are subject to any Lien (other than Permitted
     Encumbrances) shall be reflected in the calculation of Total Asset Value.

     (b)  SECTION 2.5 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:

          2.5  USE OF PROCEEDS.

          (a)  LOANS AND LCS.  The proceeds of the Loans shall be applied by
     Borrower, and LCs shall be issued for the account of Borrower, for the
     purposes described in the Recitals.

          (b)  MARGIN REGULATIONS.  No portion of the proceeds of any Loan under
     this Agreement shall be used by any Company in any manner that might cause
     the Loans or the application of such proceeds to violate REGULATION G,
     REGULATION U, REGULATION T, or REGULATION X of the Board of Governors of
     the Federal Reserve System or any other regulation of such Board or to
     violate the Exchange Act, in each-case as in effect on the date or dates of
     such borrowing and such use of proceeds.

     (c)  SECTION 6.4(g) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:

          (g)  MAXIMUM TOTAL LEVERAGE RATIO.  Borrower shall not permit, as of
     any date, the Total Leverage Ratio to exceed the ratio set forth opposite
     such period below:

          -------------------------------------------------------------
                     Period                                Ratio
          -------------------------------------------------------------
               Closing Date through                      4.0 to 1.0
               December 31, 1998
          -------------------------------------------------------------
          January 1, 1999 and thereafter                 3.5 to 1.0
          -------------------------------------------------------------

     (d)  SECTION 7 is hereby amended to add the following paragraph at the end
thereof:


SECOND AMENDMENT                     -2-

<PAGE>

     If, as of the last day of any fiscal quarter of Borrower, the Implied
     Multiple is less than fifteen (15) and, as a result, the calculation of
     Total Asset Value utilizing a multiple of ten (10) instead of twelve (12)
     (as provided in the definition of Total Asset Value) results in Borrower's
     failure to comply with SECTIONS 6.4(f), (h), or (i) (a "NON-COMPLIANCE
     EVENT"), then until THE EARLIER OF (i) the date that Borrower remedies such
     Non-Compliance Event (by reducing its Total Debt, Real Estate Investments,
     Non-Facility Debt, as applicable), and (ii) the last day of the next
     succeeding fiscal quarter (E.G., if the Non-Compliance Event occurred on
     June 30, then the last day of the next succeeding fiscal quarter would be
     on September 30 immediately following), then (PROVIDED THAT no other
     Potential Default or Event of Default exists) a Potential Default (and not
     an Event of Default) shall exist.  If any such Non-Compliance Event remains
     unremedied as of the last day of such next succeeding fiscal quarter, then
     an Event of Default shall immediately exist and Borrower shall have no
     additional right or opportunity to remedy such Event of Default.

     2.   AMENDMENT OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.

     (a)  All references in the Loan Documents to the Credit Agreement shall
henceforth include references to the Credit Agreement, as modified and amended
by the First Amendment and this Amendment, and as may, from time to time, be
further modified, amended, renewed, extended, restated, and/or increased.

     (b)  Any and all of the terms and provisions of the Loan Documents are
hereby amended and modified wherever necessary, even though not specifically
addressed herein, so as to conform to the amendments and modifications set forth
herein.

     3.   RATIFICATIONS.  Borrower (a) ratifies and confirms all provisions of
the Loan Documents as amended by this Amendment, (b) ratifies and confirms that
all guaranties, assurances, and Liens granted, conveyed, or assigned to the
Credit Parties under the Loan Documents are not released, reduced, or otherwise
adversely affected by this Amendment and continue to guarantee, assure, and
secure full payment and performance of the present and future Obligation, and
(c) agrees to perform such acts and duly authorize, execute, acknowledge,
deliver, file, and record such additional documents, and certificates as
Administrative Agent may reasonably request in order to create, perfect,
preserve, and protect such guaranties, assurances, and Liens.

     4.   REPRESENTATIONS.  Borrower represents and warrants to the Credit
Parties that as of the date of this Amendment: (a) this Amendment and the other
documents executed in connection therewith (collectively, the "AMENDMENT
DOCUMENTS") have been duly authorized, executed, and delivered by Borrower and
each of the other Companies that are parties to the Amendment Documents; (b) no
action of, or filing with, any Governmental Authority is required to authorize,
or is otherwise required in connection with, the execution, delivery, and
performance by Borrower or the other Companies of the Amendment Documents to
which they are a party; (c) the Loan Documents, as amended by the Amendment
Documents, are valid and binding upon Borrower and the other Companies that are
parties to the Amendment Documents and are enforceable against Borrower and the
other Companies in accordance with their respective terms, except as limited by
Debtor Relief Laws and general principles of equity; (d) the execution,
delivery, and performance by Borrower and the other Companies of the Amendment
Documents to which they are a party do not require the consent of any other
Person and do not and will not constitute a violation of any Governmental
Requirement, order of any Governmental Authority, or material agreements to
which Borrower or any other Company is a party thereto or by which Borrower or
any other Company is bound; (e) all representations and warranties in the Loan
Documents are true and correct in all material respects on and as of the date of
this Amendment, except to the extent that (i) any of them speak to a different
specific date, or 


SECOND AMENDMENT                     -3-

<PAGE>

(ii) the facts on which any of them were based have been changed by 
transactions contemplated or permitted by the Credit Agreement; and (f) both 
before and after giving effect to the Amendment Documents, no Potential 
Default or Event of Default exists.

     5.   CONDITIONS.  This Amendment and the other Amendment Documents shall
not be effective unless and until: 

     (a)  the Credit Parties shall have received the Amendment Documents, in
form and substance acceptable to the Credit Parties;

     (b)  the representations and warranties in this Amendment are true and
correct in all material respects on and as of the date of this Amendment, except
to the extent that (i) any of them speak to a different specific date, or (ii)
the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement; and

     (c)  both before and after giving effect to this Amendment, no Potential
Default or Event of Default exists.

     6.   CONTINUED EFFECT.  Except to the extent amended hereby or by any
documents executed in connection herewith, all terms, provisions, and conditions
of the Credit Agreement and the other Loan Documents, and all documents executed
in connection therewith, shall continue in full force and effect and shall
remain enforceable and binding in accordance with their respective terms.

     7.   MISCELLANEOUS.  Unless stated otherwise (a) the singular number
includes the plural and VICE VERSA and words of any gender include each other
gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment must be construed --
and its performance enforced -- under Texas law, (d) if any part of this
Amendment is for any reason found to be unenforceable, all other portions of it
nevertheless remain enforceable, and (e) this Amendment may be executed in any
number of counterparts with the same effect as if all signatories had signed the
same document, and all of those counterparts must be construed together to
constitute the same document.

     8.   PARTIES.  This Amendment binds and inures to Borrower and the Credit
Parties and their respective successors and permitted assigns.

     9.   ENTIRETIES.  THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED BY THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES TO FOLLOW]


SECOND AMENDMENT                     -4-

<PAGE>


                    SIGNATURE PAGE TO SECOND AMENDMENT OF
                           CREDIT AGREEMENT BETWEEN 
      TRAMMELL CROW COMPANY, NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE
                AGENT, BANKERS TRUST COMPANY, AS DOCUMENTATION AGENT,
                           AND THE LENDERS DEFINED THEREIN

     EXECUTED as of the day and year first mentioned.


                             TRAMMELL CROW COMPANY,
                             a Delaware corporation, 
                             as Borrower


                             By: /s/  William Leiser
                                -------------------------------------
                                Name: William Leiser
                                     --------------------------------
                                Title: Executive Vice President
                                      -------------------------------




<PAGE>

                      SIGNATURE PAGE TO SECOND AMENDMENT OF
                              CREDIT AGREEMENT BETWEEN 
    TRAMMELL CROW COMPANY, NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE AGENT,
                  BANKERS TRUST COMPANY, AS DOCUMENTATION AGENT, 
                          AND THE LENDERS DEFINED THEREIN


                             NATIONSBANK OF TEXAS, N.A., 
                             as Administrative Agent and a Lender


                             By: /s/  Anthony T. Fertitta, Jr.
                                -------------------------------------
                                Name: Anthony T. Fertitta, Jr.
                                     --------------------------------
                                Title: Vice President
                                      -------------------------------


<PAGE>

                       SIGNATURE PAGE TO SECOND AMENDMENT OF
                              CREDIT AGREEMENT BETWEEN 
   TRAMMELL CROW COMPANY, NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE AGENT,
                  BANKERS TRUST COMPANY, AS DOCUMENTATION AGENT, 
                          AND THE LENDERS DEFINED THEREIN


                             FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as
                             a Lender


                                By: /s/  Sam Jenkins
                                   ---------------------------------
                                   Name: Sam Jenkins
                                        ----------------------------
                                   Title: Senior V.P.
                                         ---------------------------


<PAGE>

                       SIGNATURE PAGE TO SECOND AMENDMENT OF
                              CREDIT AGREEMENT BETWEEN 
   TRAMMELL CROW COMPANY, NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE AGENT,
                  BANKERS TRUST COMPANY, AS DOCUMENTATION AGENT, 
                          AND THE LENDERS DEFINED THEREIN


                             MERCANTILE BANK NATIONAL ASSOCIATION, 
                             as a Lender


                             By: /s/  Timothy B. Kenney, VP
                                -------------------------------------
                                Name: Timothy B. Kenney
                                     --------------------------------
                                Title: Vice President
                                      -------------------------------



<PAGE>

                      SIGNATURE PAGE TO SECOND AMENDMENT OF
                            CREDIT AGREEMENT BETWEEN 
   TRAMMELL CROW COMPANY, NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE AGENT,
                 BANKERS TRUST COMPANY, AS DOCUMENTATION AGENT, 
                          AND THE LENDERS DEFINED THEREIN


                             BANKBOSTON, N.A., 
                             as a Lender


                             By: /s/  Keith D. Kimble, Jr.
                                -------------------------------------
                                Name: Keith D. Kimble, Jr.
                                     --------------------------------
                                Title: Vice President
                                      -------------------------------



<PAGE>

                      SIGNATURE PAGE TO SECOND AMENDMENT OF
                             CREDIT AGREEMENT BETWEEN 
   TRAMMELL CROW COMPANY, NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE AGENT,
                 BANKERS TRUST COMPANY, AS DOCUMENTATION AGENT, 
                          AND THE LENDERS DEFINED THEREIN


                             SOCIETE GENERALE, SOUTHWEST AGENCY, 
                             as a Lender


                             By: /s/  Scott Gosslee VP
                                -------------------------------------
                                Name: Scott Gosslee 
                                     --------------------------------
                                Title: Vice President
                                      -------------------------------



<PAGE>

     To induce the Credit Parties to enter into this Amendment, the undersigned
jointly and severally (a) consent and agree to the Amendment Documents'
execution and delivery, (b) ratify and confirm that all guaranties, assurances,
and Liens granted, conveyed, or assigned to the Credit Parties under the Loan
Documents are not released, diminished, impaired, reduced, or otherwise
adversely affected by the Amendment Documents and continue to guarantee, assure,
and secure the full payment and performance of all present and future Obligation
(except to the extent specifically limited by the terms of such guaranties,
assurances, or Liens), (c) agree to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional guaranties,
assignments, security agreements, deeds of trust, mortgages, and other
agreements, documents, instruments, and certificates as Administrative Agent may
reasonably deem necessary or appropriate in order to create, perfect, preserve,
and protect those guaranties, assurances, and Liens, and (d) waive notice of
acceptance of this consent and agreement, which consent and agreement binds the
undersigned and their successors and permitted assigns and inures to the Credit
Parties and their respective successors and permitted assigns.

                         EACH OF THE CORPORATE GUARANTORS/PLEDGORS LISTED ON
                         SCHEDULE 1 ATTACHED HERETO (OTHER THAN THE CORPORATE
                         GUARANTORS BELOW)


                         By: /s/ Richard H. Coe
                             -------------------------------------------------
                             Richard H. Coe
                             Authorized Officer


                         TRAMMELL CROW CENTRAL, LTD.

                         By: TCCT REAL ESTATE, INC., General Partner


                             By:   /s/ Richard H. Coe
                                ----------------------------------------------
                                   Richard H. Coe
                                   Authorized Officer


                         TRAMMELL CROW DALLAS/FORT WORTH, LTD.

                         By: TCDFW, INC., General Partner


                             By:   /s/ Richard H. Coe
                                ----------------------------------------------
                                   Richard H. Coe
                                   Authorized Officer

                         TRAMMELL CROW HOUSTON, LTD.

                         By:  TC HOUSTON, INC., General Partner



SECOND AMENDMENT

<PAGE>
                             By:   /s/ Richard H. Coe
                                ----------------------------------------------
                                   Richard H. Coe
                                   Authorized Officer


                         TRAMMELL CROW DALLAS INDUSTRIAL, LTD.

                         By:  TC DALLAS INDUSTRIAL, INC., General Partner


                             By:   /s/ Richard H. Coe
                                ----------------------------------------------
                                   Richard H. Coe
                                   Authorized Officer











SECOND AMENDMENT

<PAGE>
                         TCCT #2, INC.


                         By:  /s/ Christopher J. Nelson
                            ---------------------------------------------
                              Christopher J. Nelson
                              Authorized Officer


                         TCDFW #2, INC.


                         By:  /s/ Christopher J. Nelson
                            ---------------------------------------------
                              Christopher J. Nelson
                              Authorized Officer


                         TCDI #2, INC.


                         By:  /s/ Christopher J. Nelson
                            ---------------------------------------------
                              Christopher J. Nelson
                              Authorized Officer


                         TCH #2, INC.


                         By:  /s/ Christopher J. Nelson
                            ---------------------------------------------
                              Christopher J. Nelson
                              Authorized Officer






SECOND AMENDMENT

<PAGE>
                                      SCHEDULE 1


TC Atlanta, Inc.
TCCT Real Estate, Inc.
TCCT #2, Inc.
Trammell Crow Retail Services, Inc.
TC Carolinas, Inc.
TC Chicago, Inc.
TC Denver, Inc.
TCDFW, Inc.
TCDFW #2, Inc.
TC Dallas Industrial, Inc.
TCDI #2, Inc.
TC Houston, Inc.
TCH #2, Inc.
TC Tennessee, Inc.
TC MidAtlantic, Inc.
TC Northeast Metro, Inc.
TC New England, Inc.
Trammell Crow Realty Services, Inc.
TCC Risk Services, Inc.
TC Seattle, Inc.
Trammell Crow So. Cal., Inc.
Trammell Crow SE, Inc.
TC St. Louis, Inc.
Trammell Crow Corporate Services, Inc.
Trammell Crow Company, a Texas Corporation
Trammell Crow MW, Inc.
Trammell Crow NE, Inc.
Trammell Crow NW, Inc.
Trammell Crow Central Texas, Ltd.
Trammell Crow Dallas/Fort Worth, Ltd.
Trammell Crow Houston, Ltd.
Trammell Crow Dallas Industrial, Ltd.


SECOND AMENDMENT