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Exhibit 10.1

CREDIT AGREEMENT

among

TRAMMELL CROW COMPANY,as Borrower,

THE LENDERS LISTED HEREIN,as Lenders,

and

BANK OF AMERICA, N.A.,as Administrative Agent and Issuing Bank

$150,000,000
Revolving Credit Loan

AS OF JUNE 28, 2002

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FLEET NATIONAL BANK,as Syndication Agent

BANC OF AMERICA SECURITIES LLC,as Sole Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS



|          |  |                                                                                     
|--------- |  | ------------------------------------------------------------------------------------
|SECTION 1 |  | DEFINITIONS                                                                         
|1.1       |  | Certain Defined Terms                                                               
|1.2       |  | Accounting Terms, Utilization of GAAP for Purposes of Calculations Under Agreement  
|1.3       |  | Other Definitional Provisions                                                       
|1.4       |  | Time References                                                                     
|SECTION 2 |  | AMOUNTS AND TERMS OF COMMITMENTS AND LOANS                                          
|2.1       |  | Revolving Credit Facility; Making of Loans; Register; Optional Notes; LC Subfacility
|2.2       |  | Interest on the Loans                                                               
|2.3       |  | Fees                                                                                
|2.4       |  | Scheduled Payments, Prepayments, and Reductions                                     
|2.5       |  | Use of Proceeds                                                                     
|2.6       |  | Special Provisions Governing Eurodollar Rate Loans                                  
|2.7       |  | Increased Costs; Taxes; Capital Adequacy                                            
|2.8       |  | Obligation of Lenders to Mitigate                                                   
|2.9       |  | Security for the Loans                                                              
|SECTION 3 |  | CONDITIONS PRECEDENT                                                                
|3.1       |  | Conditions to Initial Loans on the Closing Date                                     
|3.2       |  | Conditions to all Loans                                                             
|SECTION 4 |  | BORROWER'S REPRESENTATIONS AND WARRANTIES                                           
|4.1       |  | Organization, Powers, Qualification, Good Standing, Business and Subsidiaries       
|4.2       |  | Authorization of Borrowing, Etc.                                                    
|4.3       |  | Financial Condition                                                                 
|4.4       |  | No Material Adverse Change; No Restricted Junior Payments                           
|4.5       |  | Title to Properties; Liens                                                          
|4.6       |  | Litigation; Adverse Facts                                                           
|4.7       |  | Payment of Taxes                                                                    
|4.8       |  | Performance of Agreements; Materially Adverse Agreements                            
|4.9       |  | Governmental Regulation                                                             
|4.10      |  | Securities Activities                                                               
|4.11      |  | Employee Benefit Plans                                                              
|4.12      |  | Certain Fees                                                                        
|4.13      |  | Environmental Protection                                                            
|4.14      |  | Employee Matters                                                                    
|4.15      |  | Solvency                                                                            
|4.16      |  | Disclosure                                                                          
|4.17      |  | Security Interests                                                                  

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|SECTION 5 |  | BORROWER'S AFFIRMATIVE COVENANTS                                 
|--------- |  | -----------------------------------------------------------------
|5.1       |  | Financial Statements and Other Reports                           
|5.2       |  | Corporate Existence, etc.                                        
|5.3       |  | Payment of Taxes and Claims; Tax Consolidation                   
|5.4       |  | Maintenance of Properties; Insurance                             
|5.5       |  | Inspection; Lender Meeting                                       
|5.6       |  | Compliance with Laws etc.                                        
|5.7       |  | Environmental Disclosure and Inspection                          
|5.8       |  | Borrower's Remedial Action Regarding Hazardous Materials         
|5.9       |  | Collateral Documents; Further Assurances                         
|5.10      |  | New Subsidiaries                                                 
|5.11      |  | Interest Rate Agreements; Currency Agreements                    
|SECTION 6 |  | BORROWER'S NEGATIVE COVENANTS                                    
|6.1       |  | Liens and Related Matters                                        
|6.2       |  | Investments; Unconsolidated Entities                             
|6.3       |  | Restricted Junior Payments                                       
|6.4       |  | Financial Covenants                                              
|6.6       |  | Restriction on Fundamental Changes, Asset Sales, and Acquisitions
|6.7       |  | Transactions with Shareholders and Affiliates                    
|6.8       |  | Conduct of Business                                              
|6.9       |  | Transactions                                                     
|SECTION 7 |  | EVENTS OF DEFAULT                                                
|7.1       |  | Failure to Make Payment                                          
|7.2       |  | Default in Other Agreements                                      
|7.3       |  | Breach of Certain Covenants                                      
|7.4       |  | Breach of Warranty                                               
|7.5       |  | Other Defaults Under Loan Documents                              
|7.6       |  | Involuntary Bankruptcy, Appointment of Receiver, etc.            
|7.7       |  | Voluntary Bankruptcy; Appointment of Receiver, etc.              
|7.8       |  | Judgments and Attachments                                        
|7.9       |  | Dissolution                                                      
|7.10      |  | Employee Benefit Plans                                           
|7.11      |  | Change in Control                                                
|7.12      |  | Invalidity of Guaranty                                           
|7.13      |  | Failure of Security                                              

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|SECTION 8 |  | ADMINISTRATIVE AGENT                                              
|--------- |  | ------------------------------------------------------------------
|8.1       |  | Administrative Agent                                              
|8.2       |  | Delegation of Duties                                              
|8.3       |  | Liability of Administrative Agent                                 
|8.4       |  | Reliance by Administrative Agent                                  
|8.5       |  | Notice of Event of Default                                        
|8.6       |  | Credit Decision; Disclosure of Information by Administrative Agent
|8.7       |  | Indemnification of Administrative Agent                           
|8.8       |  | Administrative Agent in its Individual Capacity                   
|8.9       |  | Successor Administrative Agent                                    
|8.10      |  | Administrative Agent May File Proofs of Claim                     
|8.11      |  | Collateral and Guaranty Matters                                   
|8.12      |  | Other Agents; Arrangers and Managers                              
|8.13      |  | Approval of Lenders                                               
|SECTION 9 |  | MISCELLANEOUS                                                     
|9.1       |  | Assignments and Participations in Loans                           
|9.2       |  | Expenses                                                          
|9.3       |  | INDEMNITY                                                         
|9.4       |  | Ratable Sharing                                                   
|9.5       |  | Amendments and Waivers                                            
|9.6       |  | Independence of Covenants                                         
|9.7       |  | Notices                                                           
|9.8       |  | Survival of Representations, Warranties, and Agreements           
|9.9       |  | Failure or Indulgence Not Waiver; Remedies Cumulative             
|9.10      |  | Marshalling; Payments Set Aside                                   
|9.11      |  | Severability                                                      
|9.12      |  | Obligations Several; Independent Nature of Lenders' Rights        
|9.13      |  | Headings                                                          
|9.14      |  | Applicable Law                                                    
|9.15      |  | Successors and Assigns                                            
|9.16      |  | Consent to Jurisdiction and Service of Process                    
|9.17      |  | Waiver of Jury Trial                                              
|9.18      |  | Confidentiality                                                   
|9.19      |  | Counterparts; Effectiveness                                       

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EXHIBITS

|Exhibit A |  | FORM OF ASSIGNMENT AGREEMENT             
|--------- |  | -----------------------------------------
|Exhibit B |  | FORM OF BORROWER PLEDGE AGREEMENT        
|Exhibit C |  | FORM OF CERTIFICATE RE NON-BANK STATUS   
|Exhibit D |  | FORM OF COMPLIANCE CERTIFICATE           
|Exhibit E |  | FORM OF SUBSIDIARY GUARANTY              
|Exhibit F |  | FORM OF LC REQUEST                       
|Exhibit G |  | FORM OF NOTE                             
|Exhibit H |  | FORM OF NOTICE OF BORROWING              
|Exhibit I |  | FORM OF NOTICE OF CONVERSION/CONTINUATION
|Exhibit J |  | FORM OF PLEDGE AGREEMENTSUBSIDIARIES    
|Exhibit K |  | FORM OF OPINION OF VINSON & ELKINS L.L.P.

SCHEDULES

|1.1   |  | APPROVED TAKEOUT PARTIES                       
|----- |  | -----------------------------------------------
|2.1   |  | LENDERS' COMMITMENTS AND COMMITMENT PERCENTAGES
|2.2   |  | EXISTING LCS                                   
|4.l-1 |  | SUBSIDIARIES OF COMPANY                        
|4.1-2 |  | SIGNIFICANT SUBSIDIARIES                       
|4.6   |  | LITIGATION                                     
|4.11  |  | CERTAIN EMPLOYEE BENEFIT PLANS                 
|4.13  |  | ENVIRONMENTAL MATTERS                          
|6.7   |  | CERTAIN AFFILIATE TRANSACTIONS                 

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (as renewed, extended, amended, or restated from time to time, this "Agreement") is dated as
of June 28, 2002 and entered into by and amongTRAMMELL CROW COMPANY, a Delaware corporation
("Borrower"), each lender that is a signatory hereto or that becomes a signatory hereto as provided inSection
9.1(individually, together with its successors and assigns, a "Lender," and collectively,
"Lenders"), andBANK OF AMERICA, N.A., a national banking association, ("Bank of
America"), as Administrative Agent for Lenders (in such capacity, together with its successors and assigns, "Administrative
Agent") and as Issuing Bank (in such capacity, together with its successors and assigns, "Issuing Bank").

R E C I T A L S:

1.    Borrower
desires that Lenders provide Borrower with a $150,000,000 revolving credit facility for general corporate purposes including, without limitation, the acquisition
and development of Real Estate Investments, Permitted Acquisitions, and working capital.

2.    Lenders
are willing to extend the requested credit facility to Borrower on the terms and subject to the conditions set forth in this Agreement.

NOW,
THEREFORE, in consideration of the premises and the agreements, provisions, and covenants herein contained, the parties hereto agree as follows:

SECTION 1        DEFINITIONS

1.1Certain Defined Terms.
    The following terms used in this Agreement shall have the following meanings:



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Level

Eurodollar Rate Loans

Base Rate LoansLevel I (Total Leverage Ratio < 2.0 to 1.0)

1.75%

0.00%Level II (Total Leverage Ratio 3 2.0 to 1.0 but < 2.5 to 1.0)

1.875%

0.00%Level III (Total Leverage Ratio 3 2.5 to 1.0 but < 3.0 to 1.0)

2.00%

0.25%Level IV (Total Leverage Ratio 3 3.0 to 1.0 but < 3.25 to 1.0)

2.25%

0.50%Level V (Total Leverage Ratio > 3.25 to 1.0)

2.50%

0.75%




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Period

Minimum AmountClosing Date through September 30, 2003

$
250,000,000October 1, 2003 through September 30, 2004

$
275,000,000October 1, 2004 and thereafter

$
300,000,000




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1.2Accounting Terms, Utilization of GAAP for Purposes of Calculations Under  Agreement.Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity
with GAAP. Financial statements and other information required to be delivered by Borrower to Lenders pursuant toSections 5.1(a)and 5.1(b)shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements
provided for inSection 5.1(d)). Calculations in connection with the definitions, covenants, and other provisions of this Agreement shall utilize
GAAP as in effect at the time of such calculation.

1.3Other Definitional Provisions.Unless
otherwise specified in the Loan Documents (a) where appropriate, the singular includes the plural and vice versa, and words of any gender include
each other gender, (b) headings and caption references may not be construed in interpreting provisions, (c) section, paragraph, annex, schedule, exhibit, and similar references are to
the particular Loan Document in which they are used, (d) references to "telecopy," "facsimile,"
"fax," or similar terms are to facsimile or telecopy transmissions, (e) references to "including"
mean including without limiting the generality of any description preceding that word, (f) the rule of construction that references to general items that follow references to specific items are
limited to the same type or character of those specific items is not applicable in the Loan Documents, (g) references to any Person include that Person's heirs, personal representatives,
successors, trustees, receivers, and permitted assigns, (h) references to any Legal Requirement include every amendment or supplement to it, rule and regulation adopted under it, and successor
or replacement for it, and (i) references to any Loan Document or other document

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include every renewal and extension of it, amendment and supplement to it, and replacement or substitution for it.

1.4Time References.Unless otherwise specified
in the Loan Documents (a) time references are to time in Dallas, Texas, and (b) in calculating a period from one date to
another, the word "from" means "from and including" and the word
"to" or "until" means "to but excluding."

SECTION 2        AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1Revolving Credit Facility; Making of Loans; Register; Optional Notes; LC  Subfacility.



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2.2Interest on the Loans.



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2.3Fees.



2.4Scheduled Payments, Prepayments, and Reductions.



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2.5Use of Proceeds.



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2.6Special Provisions Governing Eurodollar Rate Loans.Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to Eurodollar Rate Loans as to the
matters covered:



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2.7Increased Costs; Taxes; Capital Adequacy.



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2.8Obligation of Lenders to Mitigate.Each
Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering the Loans of such Lender, as the case may be,
becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender under Section 2.6(c)or that would entitle such Lender
to receive payments underSection 2.7, it
will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts (a) to make, issue, fund, or maintain
the Commitment of such Lender or the affected Loans of such Lender through another lending office of such Lender or Affiliate, or (b) take such other measures as such Lender may deem
reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid
to such Lender pursuant toSection 2.7would be materially reduced and if, as determined by such Lender in its sole discretion, the making,
issuing, funding, or maintaining of such Commitment or Loans through such other lending office or in accordance with such other measures, as the case may be, would not otherwise materially adversely
affect such Commitment or Loans or the interests of such Lender;provided thatsuch Lender will not be obligated to utilize such other lending office
pursuant to thisSection 2.8unless Borrower agrees to pay all incremental and reasonable expenses incurred by such Lender as a result of
utilizing such other lending office as described inclause (a)above. A certificate as to the amount of any such expenses payable by Borrower
pursuant to thisSection 2.8(setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with
a copy to Administrative Agent) shall be conclusive absent manifest error.

2.9Security for the Loans.



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SECTION 3        CONDITIONS PRECEDENT

3.1Conditions to Initial Loans on the Closing Date.The obligations of
Lenders to fund the initial Loans and of Issuing Bank to issue any LCs to be made or issued on the Closing Date are subject to satisfaction of
the following conditions precedent on or before the Closing Date:



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3.2Conditions to all Loans.The obligations of Lenders to make all Loans
on each Funding Date (the initial Loans on the Closing Date) and of Issuing Bank to issue any LC on each Issuance
Date (including the initial issuance of an LC, if any, on the Closing Date) are subject to the following conditions precedent:



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SECTION 4        BORROWER'S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement and to induce other Lenders to purchase participations therein, Borrower represents and warrants to each
Lender that the following statements are true, correct, and complete:

4.1Organization, Powers, Qualification, Good Standing, Business and  Subsidiaries.



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4.2Authorization of Borrowing, Etc.



4.3Financial Condition.Borrower has heretofore delivered to Lenders, at
Lenders' request, the following financial statements and information: (a) the audited consolidated balance
sheet of the Consolidated Companies as of December 31, 2001, audited by a certified public accountant acceptable to Administrative Agent and the related consolidated statements of income,
stockholders' equity, and cash flows of the Consolidated Companies for the Fiscal Year then ended, and (b) the unaudited consolidated balance sheets of the Consolidated Companies as of
March 31, 2002, and the related unaudited consolidated statements of income, stockholders' equity, and cash flows of the Consolidated Companies for the fiscal period then ended. All such
statements were prepared in conformity with GAAP and fairly present the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial
statements as of the respective dates thereof and the results of operations and annual cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for
each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of full
footnotes. Quarterly statements will not reflect audit adjustments. As of the Closing Date, Borrower does not (and will not following the funding of the Loans) have any Contingent Obligation,
contingent liability, or liability for Taxes, long-term lease, or unusual forward or long-term commitment that is not reflected in the foregoing financial statements described
inclauses (a)and(b)above or the notes thereto or in Borrower's periodic reports filed with the
Securities and Exchange Commission and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise), or prospects of any Company.

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4.4No Material Adverse Change; No Restricted Junior Payments.Since
March 31, 2002, no event or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect. No Company has directly or
indirectly declared, ordered, paid, or made, or set apart any sum or property for, any Restricted Junior Payment or agreed to do so except as permitted by Section 6.3.

4.5Title to Properties; Liens.The
Companies have (a) good, sufficient, and legal title to (in the case of fee interests in real property), (b) valid leasehold interests in (in the case of leasehold
interests in real or personal property), or (c) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements
referred to inSection 4.3or in the most recent financial statements delivered pursuant to Section 5.1, in each case except for
assets disposed of since the date of such financial statements in the ordinary course of business or as
otherwise permitted underSection 6.6. Except for the Permitted Encumbrances and as otherwise permitted by this Agreement (including, without
limitation,Section 4.17), all such properties and assets are free and clear of any Liens.

4.6Litigation; Adverse Facts.Except
as set forth inSchedule 4.6, there are no actions, suits, proceedings, arbitrations, or governmental investigations
(whether or not purportedly on behalf of any Company) at law or in equity or before or by any Governmental Authority, domestic or foreign, pending or, to the knowledge of Borrower, threatened against
or affecting any Company or any property of any Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No Company is (a) in violation of
any applicable Legal Requirements that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules, or regulations of any Governmental Authority, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

4.7Payment of Taxes.Except
to the extent permitted bySection 5.3, all tax returns and reports of the Companies required to be filed by any of them
have been timely filed, and all Taxes, assessments, fees, and other governmental charges upon the Companies and upon their respective properties, assets, income, businesses, and franchises which are
due and payable have been paid when due and payable, and Borrower knows of no proposed tax assessment against any Company, in each case which is not being actively contested by such Company in good
faith and by appropriate proceedings and in which reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP, have been made or provided therefor.

4.8Performance of Agreements; Materially Adverse Agreements.



4.9Governmental Regulation.No
Company is subject to regulation under thePublic Utility Holding Company Act of 1935, theFederal Power
Act, or theInvestment Company Act of 1940or under any other Legal Requirement which may
limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

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4.10Securities Activities.No
Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.

4.11Employee Benefit Plans.



4.12Certain Fees.Except for fees payable pursuant to any fee letter
between Borrower and Administrative Agent, no broker's or finder's fee or commission will be payable with
respect to this Agreement, the other Loan Documents, or any of the transactions contemplated hereby, and Borrower hereby indemnifies the Credit Parties against, and agrees that it will hold the Credit
Parties harmless from, any claim, demand, or liability for any such broker's or finder's fees alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable
fees, expenses, and disbursements of counsel) arising in connection with any such claim, demand, or liability.

4.13Environmental Protection.Except as set forth inSchedule 4.13:



4.14Employee Matters.There is no strike or work stoppage in existence or
threatened involving any Company that could reasonably be expected to have a Material Adverse Effect.

4.15Solvency.Borrower and each of its Significant Subsidiaries are and,
upon the incurrence of any Obligations by Borrower on any date on which this representation is made,
will be, Solvent.

4.16Disclosure.No representation or warranty of any Company contained in
any Loan Document or in any other document, certificate, or written statement furnished to the Credit
Parties by or on behalf of any Company for use in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact
(known to

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Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were
made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made, it
being recognized by the Credit Parties that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may
differ from the projected results. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Borrower (other than matters of a general economic nature) that,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements
furnished to the Credit Parties for use in connection with the transactions contemplated hereby.

4.17Security Interests.Upon the filing of the relevant financing
statements with the Secretary of State of the State in which the party pledging the Collateral is incorporated or
formed, as applicable, and the delivery of the Collateral to Administrative Agent that may not be perfected by the filing of a financing statement pursuant to Article 9 of the Uniform
Commercial Code of the applicable state, the Liens granted to Administrative Agent, for the benefit of the Credit Parties, by the Obligors pursuant to the Collateral Documents are perfected, first
priority Liens (except for Permitted Encumbrances) in the Collateral described therein, including the proceeds and products thereof.

SECTION 5        BORROWER'S AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and the other
Obligations, unless Requisite Lenders shall otherwise give prior written consent, Borrower shall, and shall cause each of its Subsidiaries to, perform all of the covenants in this Section 5.

5.1Financial Statements and Other Reports.Borrower shall, and shall
cause each of its Subsidiaries to, maintain a system of accounting established and administered in accordance with sound business
practices sufficient to permit preparation of financial statements in conformity with GAAP. Borrower shall deliver to Administrative Agent and Lenders:



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5.2Corporate Existence, etc.Except as permitted underSection 6.6, Borrower shall, and shall cause each of its Significant Subsidiaries
to, at all times preserve and keep in full force and effect its corporate, partnership, or limited liability company existence and all rights and franchises material to its business.

5.3Payment of Taxes and Claims; Tax Consolidation.



5.4Maintenance of Properties; Insurance.Borrower shall, and shall cause
each of its Significant Subsidiaries to, maintain or cause to be maintained in good repair, working order, and condition, ordinary
wear and tear excepted, all material properties used in the business of the Companies (including, without limitation, all patents, trademarks, tradenames (including, without limitation, rights in the
name "Trammell Crow"), copyrights, technology, know-how, and processes used in or necessary for the conduct of the business of the Companies
as currently conducted that are material to the condition (financial or otherwise), business, or operations of the Companies, taken as a whole) and from time to time will make or cause to be made all
appropriate repairs, renewals, and replacements thereof. Borrower shall, and shall cause each of its Significant Subsidiaries to, maintain or cause to be maintained, with financially sound and
reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses.

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5.5Inspection; Lender Meeting.Borrower shall, and shall cause each of
its Subsidiaries to, permit any authorized representatives designated by any Lender to visit and inspect any of the
properties of any Company, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss
its and their affairs, finances, and accounts with its and their officers and independent public accountants (provided thatBorrower may, if it so
chooses, be present at or participate in any such discussion), all upon reasonable notice and at such reasonable times during normal business hours and as often as may be reasonably requested. Without
in any way limiting the foregoing, Borrower shall, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal
Year to be held at Borrower's corporate offices (or such other location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

5.6Compliance with Laws etc.Borrower shall, and shall cause each of its
Subsidiaries to, comply with all applicable Legal Requirements of any Governmental Authority,
non-compliance with which could reasonably be expected to have a Material Adverse Effect.

5.7Environmental Disclosure and Inspection.



5.8Borrower's Remedial Action Regarding Hazardous Materials.Borrower
shall, and shall cause each of its Subsidiaries to, promptly take any and all necessary remedial action in connection with the presence, storage, use,
disposal, transportation, or Release of any Hazardous Materials on, under, or about any Real Estate Investment in order to comply with all applicable Environmental Laws and Governmental Authorizations
except (a) when, and only to the extent that, such Company's liability for such presence, storage, use, disposal, transportation, or Release of any Hazardous Materials is being contested in
good faith by such Company, or (b) when the failure to take such action could not reasonably be expected to have a Material Adverse Effect. In the event any Company undertakes any

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remedial action with respect to any Hazardous Materials on, under, or about any Real Estate Investment, such Company shall conduct and complete such remedial action in compliance with all applicable
Environmental Laws, and in accordance with the policies, orders, and directives of all Governmental Authorities except when, and only to the extent that, such Company's liability for such presence,
storage, use, disposal, transportation, or Release of any Hazardous Materials is being contested in good faith by such Company.

5.9Collateral Documents; Further Assurances.Borrower from time to time
shall or shall cause Borrower's Subsidiaries to execute, deliver, and file all such notices, statements, and other documents and take
such other steps, including but not limited to the amendment of the Collateral Documents and any financing statements prepared thereunder, as may be reasonably necessary or advisable, or that
Administrative Agent may reasonably request, to render fully valid and enforceable under all applicable laws, the rights, liens, and priorities of Administrative Agent, for the benefit of the Credit
Parties, with respect to all security from time to time furnished under this Agreement or the Collateral Documents or intended to be so furnished in each case in such form and at such times as shall
be reasonably satisfactory to Administrative Agent.

5.10New Subsidiaries.Borrower shall notify Lenders promptly if it or any
of its wholly-owned Subsidiaries hereafter acquires or forms a new Significant Subsidiary and shall pledge or
cause to be pledged all of the Stock in each such Significant Subsidiary (if wholly-owned by Borrower, any Subsidiary of Borrower, or any combination thereof) pursuant to the Borrower Pledge Agreement
or the Subsidiary Pledge Agreement. Borrower shall also cause each such Significant Subsidiary to guaranty the Obligations pursuant to the Subsidiary Guaranty or other documentation in form and
substance satisfactory to Administrative Agent.

5.11Interest Rate Agreements; Currency Agreements.Borrower shall cause
each $5,000,000 increment of the Companies' floating rate Indebtedness (other than Indebtedness arising from Real Estate Investments for
which interest is being capitalized in accordance with GAAP and for which Borrower has obtained construction loan financing pursuant to which construction loan advances are (or can be) made in the
amount of such interest expense) in excess of $30,000,000 to be subject to one or more Interest Rate Agreements with a Lender or other Person reasonably acceptable to Administrative Agent, assuring
that the net interest cost on such Indebtedness is fixed, capped, or hedged, in form and substance reasonably acceptable to Administrative Agent. Borrower shall enter into one or more Currency
Agreements reasonably acceptable to the Administrative Agent, in connection with the  Transactions.

SECTION 6        BORROWER'S NEGATIVE COVENANTS

Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and the other
Obligations, unless Requisite Lenders shall otherwise give prior written consent, Borrower shall, and shall cause each of its Subsidiaries to, perform all covenants in this Section 6.

6.1Liens and Related Matters.



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6.2Investments; Unconsolidated Entities.Borrower shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, make any Investment in any Person, including any Unconsolidated
Entity, except:



6.3Restricted Junior Payments.Borrower shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make, or set apart any sum for any Restricted
Junior Payment, except for Permitted Distributions,so long asno Event of Default exists or would result therefrom.

6.4Financial Covenants.



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Period

RatioClosing Date through December 31, 2003

3.50 to 1.0January 1, 2004 and thereafter

3.25 to 1.0




6.5Recourse Obligations.



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6.6Restriction on Fundamental Changes, Asset Sales, and Acquisitions.Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up, or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any
part of its business, property, or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property, or fixed assets of, or
Stock of, any Person or any division or line of business of any Person, except that:



6.7Transactions with Shareholders and Affiliates.Borrower shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without
limitation, the purchase, sale, lease, or exchange of any property or the rendering of any service) with any holder of five percent (5%) or more of any class of equity Stock of Borrower or with any
Affiliate of Borrower or of any such holder, on terms that are less favorable to such Company than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided thatthe foregoing restriction shall not apply to (a) any transaction between Borrower and any of its wholly-owned Subsidiaries or
between any of its wholly-owned Subsidiaries, (b) reasonable and customary fees paid to members of the Boards of Directors of the Companies, (c) Restricted Junior Payments permitted by Section 6.3, (d) arrangements described onSchedule 6.7,and (e) any of the
 Transactions.

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6.8Conduct of Business.Borrower shall not, and shall not permit any of
its Subsidiaries to, engage in any business other than (a) the businesses engaged in by the Companies on
the Closing Date and similar or related businesses, including, without limitation, multi-family commercial real estate development, management, and investment sales and (b) such other lines of
business as may be consented to by Requisite Lenders, such consent not to be unreasonably withheld.

6.9Transactions.Borrower
shall not, and shall not permit any of its Subsidiaries to, enter into the  Transactions except upon the terms
and conditions set forth in the definition of "Transactions." Without limiting the foregoing, Borrower shall
not, and shall not permit any of its Subsidiaries to, modify or amend the terms and conditions of the  Deferred Payment Obligation, the
 Option, or the Long Term Services Agreement if the aggregate effect of such modifications or amendments (a) is materially less favorable
to the Companies, or (b) would materially and adversely affect Borrower's projected internal rate of return (as projected as of the Closing Date) with respect to the
 Transactions.

SECTION 7        EVENTS OF DEFAULT

If any of the following conditions or events ("Events of Default") shall occur:

7.1Failure to Make Payment.Failure by Borrower to pay any installment of,
 or principal of, any Loan when due, whether at stated maturity, by acceleration, by notice of voluntary prepayment,
by mandatory prepayment, or otherwise; or failure by Borrower to pay any interest on any Loan or any fee or any other amount due under this Agreement within five (5) days after the date due; or

7.2Default in Other Agreements.



7.3Breach of Certain Covenants.Failure of any Company to perform or
comply with any term or condition contained inSections 2.5, 5.1, or5.2orSection 6; or

7.4Breach of Warranty.Any representation, warranty, certification, or
other statement made by any Company in any Loan Document or in any statement or certificate at any time given by
any Company in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect on the date as of which made; or

7.5Other Defaults Under Loan Documents.Any Company shall default in the
performance of or compliance with any term contained in this Agreement or any of the other Loan Documents, other

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than any such term referred to in any other section of thisSection 7and such default shall not have been remedied or waived within thirty
(30) days after the earlier of an officer of Borrower becoming aware of such default, or receipt by Borrower of notice from Administrative Agent or any other Credit Party of such default; or

7.6Involuntary Bankruptcy, Appointment of Receiver, etc.



7.7Voluntary Bankruptcy; Appointment of Receiver, etc.



7.8Judgments and Attachments.Any money judgment, writ or warrant of
attachment, or similar process involving in any individual case an amount in excess of $250,000, or in the aggregate at any
time an amount in excess of $500,000 (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed
against Borrower or any Significant Subsidiary or any of its or their respective assets and shall remain undischarged, unvacated, unbonded, or unstayed for a period of sixty (60) days (or in
any event later than five (5) days prior to the date of any proposed sale thereunder); or

7.9Dissolution.Any order, judgment, or decree shall be entered against
Borrower or any Significant Subsidiary decreeing the dissolution or split up of Borrower or such
Significant Subsidiary and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or

7.10Employee Benefit Plans.There shall occur one or more ERISA Events
which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower or
any of its ERISA Affiliates in excess of $1,000,000 during the term of this Agreement; or there shall exist an

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amount of unfunded benefit liabilities (as defined inSection 4001(a)(18)of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), which exceeds $1,000,000; or

7.11Change in Control.A Change of Control shall have occurred; or

7.12Invalidity of Guaranty.The Subsidiary Guaranty for any reason, other
than the satisfaction in full of all Obligations, is declared by a court of competent jurisdiction to be null and
void, or any Subsidiary of Borrower denies that it has any further liability, including without limitation with respect to future advances by Lenders, under the Subsidiary Guaranty or gives notice to
such effect; or

7.13Failure of Security.From and after the execution, acknowledgment,
and filing of any Collateral Document by any Obligor, any such Collateral Document shall be revoked by such Obligor
or shall be declared by a court of competent jurisdiction to be null and void or shall cease to be in full force and effect as a result of any change in any Legal Requirement; or Lenders shall fail to
have a valid, perfected, and enforceable first priority Lien (subject to Permitted Encumbrances) on any Obligor's right, title, and interest in all the Collateral as a result of any change in any
Legal Requirements, the expiration of any required filings or recordations with respect to the Collateral Documents, the declaration by a court of competent
jurisdiction that such Lien is null and void, or the imposition of any priming Lien under applicable Legal Requirement; or any Obligor shall contest in any manner that such Collateral Document
constitutes its valid and enforceable agreement or shall assert in any manner that it has no further obligation or liability under such Collateral Documents;

THEN
(a) upon the occurrence of any Event of Default described inSection 7.6or 7.7, each of (i) the unpaid principal amount of
and accrued interest on the Loans, and (ii) all other Obligations shall automatically
become immediately due and payable, without presentment, demand, protest, notice of acceleration, notice of intention to accelerate, or other requirements of any kind, all of which are hereby
expressly waived by Borrower, and the obligation of each Lender to make any Loan, shall thereupon terminate, and (b) upon the occurrence and during the continuation of any other Event of
Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the amounts described in clauses (i)and(ii)above to be, and the same shall forthwith become, immediately due and payable, and
the obligation of each Lender to make any Loan, thereupon shall terminate.

SECTION 8        ADMINISTRATIVE AGENT

8.1Administrative Agent.



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8.2Delegation of Duties.Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents, employees, or
attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Administrative Agent shall not
be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

8.3Liability of Administrative Agent.No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital, statement, representation, or warranty made by any Company or any officer thereof, contained herein or in any other Loan
Document, or in any certificate, report, statement, or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Loan Document, or for any failure of any Company or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books, or records of any Company or any Affiliate thereof.

8.4Reliance by Administrative Agent.



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8.5Notice of Event of Default.Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Event of Default, except with respect to defaults in the payment of
principal, interest, and fees required to be paid to Administrative Agent for the account of Lenders, unless Administrative Agent shall have received written notice from a Lender or Borrower referring
to this Agreement, describing such Event of Default and stating that such notice is a "notice of default." Administrative Agent will notify Lenders of its receipt of any such notice. Administrative
Agent shall take such action with respect to such Event of Default as may be directed by Requisite Lenders in accordance withSection 7; provided,however,that unless and until Administrative Agent has received any such direction,
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest
of Lenders.

8.6Credit Decision; Disclosure of Information by Administrative Agent.Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by Administrative Agent hereafter taken,
including any consent to and acceptance of any assignment or review of the affairs of any Company or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to Administrative Agent
that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into
the business, prospects, operations, property, financial and other condition, and creditworthiness of each Company, and all applicable bank or other regulatory Legal Requirements relating to the
transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals, and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition, and creditworthiness of Borrower. Except for notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent herein,
Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other
condition, or creditworthiness of any of the Companies or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

8.7Indemnification of Administrative Agent.Whether or not the
transactions contemplated hereby are consummated, Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed
by or on behalf of the Companies and without limiting the obligation of any Company to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified
Liabilities incurred by it, INCLUDING THOSE RESULTING FROM EACH AGENT-RELATED PERSON'S OWN ORDINARY NEGLIGENCE;provided, however,that no Lender shall
be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to
have resulted from such Agent-Related Person's own gross negligence or willful misconduct;provided, however,that no action taken in accordance with
the directions of Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of thisSection 8.7. Without
limitation of the foregoing, each Lender shall reimburse Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney
costs) incurred by Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings
or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that
Administrative Agent is not reimbursed for

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such expenses by or on behalf of Borrower. The undertaking in thisSection 8.7shall survive termination of the Total Commitment, the payment of
all other Obligations, and the resignation of Administrative Agent.

8.8Administrative Agent in its Individual Capacity.Bank of America and
its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generally
engage in any kind of banking, trust, financial advisory, underwriting, or other business with each of the Companies and their respective Affiliates as though Bank of America were not Administrative
Agent or Issuing Bank hereunder and without notice to or consent of Lenders. Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding
any Company or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Company or such Affiliate) and acknowledge that Administrative Agent shall be
under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such
rights and powers as though it were not Administrative Agent or Issuing Bank, and the terms "Lender" and "Lenders" include Bank of America in its individual capacity.

8.9Successor Administrative Agent.Administrative Agent may resign as
Administrative Agent upon thirty (30) days' notice to Lenders;provided
thatany such resignation by Bank of America shall also constitute its resignation as Issuing Bank. If Administrative Agent resigns under this Agreement, then Requisite Lenders
shall appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall be consented to by Borrower at all times other than during the existence of an
Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of
Administrative Agent, then Administrative Agent may appoint, after consulting with Lenders and Borrower, a successor administrative agent from among Lenders. Upon the acceptance of its appointment as
successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Issuing
Bank and the respective terms "Administrative Agent," and "Issuing Bank" shall mean such successor administrative
agent and Issuing Bank and the retiring Administrative Agent's appointment, powers, and duties as Administrative Agent shall be terminated and the retiring Issuing Bank's rights, powers, and duties as
such shall be terminated, without any other or further act or deed on the part of such retiring Issuing Bank or any other Lender, other than the obligation of the successor Issuing Bank to issue
letters of credit in substitution for the LCs, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the
obligations of the retiring Issuing Bank with respect to such LCs. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 8andSections 9.2and9.3shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative
Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon
become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as Requisite Lenders appoint a successor agent as provided for above. Bank of
America agrees that, for so long as Bank of America remains Administrative Agent and so long as no Event of Default has occurred and is continuing, Bank of America, together with its Affiliates, will
hold a Commitment aggregating no less than the amount equal to the smallest Commitment held by any Lender (without giving effect to any mergers thereof other than Bank of America).

8.10Administrative Agent May File Proofs of Claim.In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial
proceeding relative to any Company, Administrative Agent (irrespective of whether the

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principal of any Loan or any LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand
on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:



8.11Collateral and Guaranty Matters.Lenders irrevocably authorize
Administrative Agent, at its option and in its discretion:



8.12Other Agents; Arrangers and Managers.None of Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a "syndication agent," "book manager," "arranger," "lead
arranger," or "co-arranger" shall have any right, power, obligation, liability, responsibility, or duty under this Agreement other than, in the case of such Lenders, those applicable to
all Lenders as such. Without limiting the foregoing, no Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that
it has not relied, and will not rely, on any Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

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8.13Approval of Lenders.



SECTION 9        MISCELLANEOUS

9.1Assignments and Participations in Loans.



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9.2Expenses.Whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to pay promptly: (a) all the actual and reasonable costs and
expenses of Administrative Agent in connection with the syndication oft he Total Commitment and the negotiation, preparation, and execution of the Loan Documents and any consents, amendments, waivers,
or other modifications thereto and the transactions contemplated thereby; (b) all the costs of furnishing all opinions by counsel for Borrower (including any opinions requested by Lenders as to
any legal matters arising hereunder) and of Borrower's performance of and compliance with all agreements and conditions on its part to be performed or complied with under this Agreement and the other
Loan Documents including with respect to confirming compliance with environmental, insurance, and solvency requirements; (c) the reasonable fees, expenses, and disbursements of counsel to
Administrative Agent in connection with the negotiation, preparation, execution, and administration of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and any

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other documents or matters requested by Borrower; and (d) after the occurrence of an Event of Default, all costs and expenses, including reasonable attorneys' fees (including allocated costs
of internal counsel) and costs of settlement, incurred by the Credit Parties in enforcing any Obligations of or in collecting any payments due from Borrower hereunder or under the other Loan Documents
by reason of such Event of Default or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings.

9.3INDEMNITY.



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9.4Ratable Sharing.Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in
accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the
enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, fees, and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the
"Aggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to
such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment, and
(b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of
its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them;provided thatif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered
from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, then those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such
purchasing Lender ratably to the extent of such recovery, but without interest.

9.5Amendments and Waivers.



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9.6Independence of Covenants.All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the limitations of another covenant shall not avoid the occurrence of a Potential Default or Event of Default if such action is
taken or condition exists.

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9.7Notices.Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing and may be
personally served, telexed, or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon receipt of
telefacsimile or telex, or three (3) Business Days after depositing it in the United States mail with postage prepaid and properly addressed;provided
thatnotices to Administrative Agent shall not be effective until received. For the purposes hereof, the address of each party hereto shall be as set forth on Schedule 2.1or (a) as to Borrower and Administrative Agent, such other address as shall be designated by such Person in a written notice
delivered to the other parties hereto, and (b) as to each other party, such other address as shall be designated by such party in a written notice delivered to Administrative Agent.

9.8Survival of Representations, Warranties, and Agreements.



9.9Failure or Indulgence Not Waiver; Remedies Cumulative.No failure or
delay on the part of Administrative Agent or any Lender in the exercise of any power, right, or privilege hereunder or under any other Loan Document
shall impair such power, right, or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right, or privilege
preclude other or further exercise thereof or of any other power, right, or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

9.10Marshalling; Payments Set Aside.Neither Administrative Agent nor any
Lender shall be under any obligation to marshal any assets in favor of Borrower or any other party or against or in payment
of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent for the benefit of Lenders), or Administrative
Agent or Lenders enforce any security interests, and such payment or payments or the proceeds of such enforcement or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, and/or required to be repaid to a trustee, receiver, or any other party under any bankruptcy law, any other Legal Requirement, common law, or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights, and remedies therefor or related thereto, shall be revived and continued in full
force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

9.11Severability.In case any provision in or obligation under this
Agreement or the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality,
and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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9.12Obligations Several; Independent Nature of Lenders' Rights.The
obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing
contained herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture, or
any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising
out of this Agreement and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

9.13Headings.Section and section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this Agreement for any
other purpose or be given any substantive effect.

9.14Applicable Law.THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.

9.15Successors and Assigns.This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the
successors and assigns of Lenders (it being understood that Lenders' rights of assignment are subject toSection 9.1). Neither Borrower's rights
or obligations hereunder nor any interest therein may be assigned or delegated by Borrower without the prior written consent of all Lenders.

9.16Consent to Jurisdiction and Service of Process.ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION. Borrower hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified
mail, return receipt requested, to Borrower at its address provided inSection 9.7, such service being hereby acknowledged by Borrower to be
sufficient for personal jurisdiction in any action against Borrower in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against Borrower in the courts of any other jurisdiction.

9.17Waiver of Jury Trial.EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR
IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN

69

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EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

9.18Confidentiality.Each Lender shall hold all non-public information
obtained pursuant to the requirements of this Agreement which has been identified as confidential by
Borrower in accordance with such Lender's customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, it being understood and
agreed by Borrower that in any event a Lender may make disclosures to Affiliates of such Lender or disclosures reasonably required by any bona fide assignee, transferee or participant in connection
with the contemplated assignment or transfer by such Lender of its Loan or any participations therein or disclosures required or requested by any Governmental Authority or representative thereof or
pursuant to legal process;provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify Borrower of any
request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition of such Lender by such Governmental
Authority) for disclosure of any such non-public information prior to disclosure of such information; andprovided furtherthat in no event
shall any Lender be obligated or required to return any materials furnished by any Company.

9.19Counterparts; Effectiveness.This Agreement and any amendments,
waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This
Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

[Remainder of page intentionally left blank;  signature pages to follow]

70

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

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

| |  | TRAMMELL CROW COMPANY,a Delaware corporation,as Borrower
| |  | --------------------------------------------------------
| |  | By:                                                     

71

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

| |  | BANK OF AMERICA, N.A.,as Administrative Agent, Issuing Bank,
and a Lender
| |  | -------------------------------------------------------------------------
| |  | By:                                                                      

72

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

| |  | FLEET NATIONAL BANK,as Syndication Agent and a Lender
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  | Name:                                                
| |  | Title:                                               

73

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

| |  | FIRST TENNESSEE BANK, N.A.,as a Lender
| |  | --------------------------------------
| |  | By:                                   
| |  | Name:                                 
| |  | Title:                                

74

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

| |  | U.S. BANK NATIONAL ASSOCIATION,as a Lender
| |  | ------------------------------------------
| |  | By:                                       
| |  | Name:                                     
| |  | Title:                                    

75

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

| |  | THE BANK OF NOVA SCOTIA,as a Lender
| |  | -----------------------------------
| |  | By:                                
| |  | Name:                              
| |  | Title:                             

76

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

| |  | LASALLE BANK NATIONAL ASSOCIATION,as a Lender
| |  | ---------------------------------------------
| |  | By:                                          
| |  | Name:                                        
| |  | Title:                                       

77

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SIGNATURE PAGE TO  CREDIT AGREEMENT  EXECUTED BY  TRAMMELL CROW COMPANY, AS BORROWER,  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND ISSUING BANK,  AND THE LENDERS DEFINED THEREIN

| |  | UNION BANK OF CALIFORNIA, N.A.,as a Lender
| |  | ------------------------------------------
| |  | By:                                       
| |  | Name:                                     
| |  | Title:                                    

78

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EXHIBIT A        FORM OF ASSIGNMENT AND ACCEPTANCE

This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the
"Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as modified,
amended, renewed, extended, and restated from time to time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth inAnnex 1attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of the Assignor's
rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, any LC or Guaranty included in such facilities)
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as, the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.

|1. | Assignor:             |  |                                                                                                                                                                                    
|-- | --------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Assignee:             |  | [and is an Affiliate/Approved Fund of [identify
Lender]]                                                                                                                           
|3. | Borrower(s):          |  | Trammell Crow Company, a Delaware corporation                                                                                                                                      
|4. | Administrative Agent: |  | Bank of America, N.A., as the administrative agent under the Credit Agreement                                                                                                      
|5. | Credit Agreement:     |  | The Credit Agreement, dated as of June 28, 2002, among Trammell Crow Company, Bank of America, N.A., as Administrative Agent and as Issuing Bank, and then Lenders defined therein.
|6. | Assigned Interest:    |  |                                                                                                                                                                                    

Facility Assigned

Aggregate Total
Commitment for all Lenders*

Amount of
Commitment Assigned*

Percentage Assigned of
Total Commitment(1)(2)
$


$



%$


$



%$


$



%


|[7. | Trade Date: |  | ](3)
|--- | ----------- |  | ----

Effective
Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

---

The
terms set forth in this Assignment and Assumption are hereby agreed to:

| |  | ASSIGNOR                   
| |  | ---------------------------
| |  | [NAME OF ASSIGNOR]         
| |  | By:                        
| |  |                            
| |  |                            
| |  |                            
| |  | ASSIGNEE
[NAME OF ASSIGNEE]
| |  | By:                        
| |  |                            
| |  |                            
| |  |                            
| |  |                            

---

2

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Consented
to and Accepted:

|BANK OF AMERICA, N.A.,
as Administrative Agent and Issuing Bank |        | 
|--------------------------------------------------------------- | ------ | 
|By:                                                             |        | 
|                                                                |        | 
|                                                                | Name:  | 
|                                                                |        | 
|                                                                | Title: | 
|                                                                |        | 
|Consented to:                                                   |        | 
|TRAMMELL CROW COMPANY, a Delaware corporation                   |        | 
|By:                                                             |        | 
|                                                                |        | 
|                                                                | Name:  | 
|                                                                |        | 
|                                                                | Title: | 
|                                                                |        | 

3

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ANNEX 1

STANDARD
TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.



2.Payments.From and after the Effective Date, Administrative Agent shall make all payments in respect of
the Assigned interest (including payments of principal, interest,
fees, and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments
by Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

3.General Provisions.This Assignment and Assumption shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with,
the law of the State of Texas.

4

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EXHIBIT B        FORM OF BORROWER PLEDGE AGREEMENT

THIS BORROWER PLEDGE AGREEMENT (this "Agreement") is dated as of June 28, 2002 and entered into by and
between TRAMMELL CROW COMPANY, a Delaware corporation ("Pledgor"), and BANK OF AMERICA, N.A., a national banking association, as agent for and
representative of (in such capacity herein called "Secured Party") the Credit Parties defined in the Credit Agreement defined below.

R E C I T A L S

1.Reference is hereby made to that certain Credit Agreement dated of even date herewith, executed by Pledgor, Secured Party,
as Administrative Agent and as Issuing Bank, and the Lenders defined therein (as modified, amended, renewed, extended, restated, or supplemented from time to time, the "Credit
Agreement"), pursuant to which Lenders have made certain Commitments, subject to the terms and conditions set forth in the Credit Agreement, to make Loans to Pledgor.

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

3.Pledgor is the legal and beneficial owner of (a) the shares of stock (the "Pledged
Shares") described inPart AofSchedule 1attached hereto and
issued by the corporations named therein, and (b) the partnership interests in limited partnerships or general partnerships, as the case may be, and membership interests in limited liability
companies, if any, described inPart BofSchedule 1attached hereto (collectively, the
"Pledged Interests").

4.It is a condition precedent to the making of the Loans by Lenders under the Credit Agreement that Pledgor shall have
granted the security interests and undertaken the obligations contemplated by this Agreement.

NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby agrees
with Secured Party, for the benefit of the Credit Parties, as follows:



---



2

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3

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4

---



5

---



6

---



7

---



8

---



9

---



10

---



11

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[Remainder of page intentionally blank.
Signature page follows.]

12

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IN WITNESS WHEREOF,Pledgor and Secured Party have caused this Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

| |  | TRAMMELL CROW COMPANY,a Delaware corporation
| |  | --------------------------------------------
| |  |                                             
| |  | By:                                         
| |  |                                             
| |  |                                             
| |  |                                             
| |  | Notice Address:                             
| |  |                                             

---

| |  | BANK OF AMERICA, N.A.,a national banking
association, individually and as Administrative Agent
| |  | ----------------------------------------------------------------------------------------------
| |  |                                                                                               
| |  | By:                                                                                           
| |  |                                                                                               
| |  |                                                                                               
| |  |                                                                                               
| |  | Notice Address:                                                                               
| |  |                                                                                               
| |  | With a copy to:                                                                               
| |  |                                                                                               

---

SCHEDULE 1        PART A

|Stock Issuer |  | Class of
Stock |  | Stock Certificate
Nos. |  | Par Value |  | Number of Shares
|------------ |  | -------------- |  | ---------------------- |  | --------- |  | ----------------
|             |  |                |  |                        |  |           |  |                 

PART B

Limited Partnerships

|(lp or gp) |  | Limited Partnership |  | Percent Interest
|---------- |  | ------------------- |  | ----------------
|None       |  |                     |  |                 

Limited Liability Companies

|Limited Liability Company |  | Percent Interest
|------------------------- |  | ----------------
|None                      |  |                 

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EXHIBIT A  to Borrower Pledge Agreement      PLEDGE AMENDMENT

This Pledge Amendment, dated                        ,
200    , is delivered pursuant toSection 6(c)of
the Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Borrower Pledge Agreement dated as
of                        , 2002, between the
undersigned and Bank of America, N.A., as Secured Party (the "Pledge Agreement"; capitalized terms defined therein being used herein as therein
defined), and that the [Pledged Shares/Pledged Interests] listed on this Pledge Amendment shall be deemed to be part of the [Pledged Shares]
[Pledged Interests] and shall become part of the Collateral and shall secure all Secured Obligations.

| |  | TRAMMELL CROW COMPANY,
a Delaware corporation
| |  | ---------------------------------------------
| |  | By:                                          
| |  |                                              
| |  |                                              

|Stock Issuer |  | Class of
Stock |  | Stock Certificate
Nos. |  | Par Value |  | Number of
Shares
|------------ |  | -------------- |  | ---------------------- |  | --------- |  | ----------------
|             |  |                |  |                        |  |           |  |                 

Limited Partnerships

|(lp or gp) |  | Limited Partnership |  | Percent Interest
|---------- |  | ------------------- |  | ----------------
|           |  |                     |  |                 

Limited Liability Companies

|Limited Liability Company |  | Percent Interest
|------------------------- |  | ----------------
|                          |  |                 

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EXHIBIT B  to Borrower Pledge Agreement      FORM OF INSTRUCTION TO REGISTER PLEDGE

INSTRUCTION TO REGISTER PLEDGE

, 200
[NAME OF PARTNERSHIP/LLC]

---

---

Attention:

Ladies
and Gentlemen:

Trammell
Crow Company, a Delaware corporation (the "Registered Owner"), hereby instructs [NAME OF
PARTNERSHIP/LLC], a [STATE OF FORMATION] [TYPE OF ENTITY] (the "Issuer"), to register the
pledge of all of the Registered Owner's rights, title, and interest in and to the Registered Owner's entire [limited/general partner] [membership]
interests in the Issuer (the "Interests"), in favor of Bank of America, N.A. as Administrative Agent (the "Registered
Pledges"), pursuant to the Borrower Pledge Agreement dated as of                        , 2002, as it
may be amended or restated from time to time, between the Registered Owner and the
Registered Pledges.

The
Issuer is further instructed by the Registered Owner to promptly inform the Registered Pledges of the registration of this pledge by sending an initial transaction statement to the
Registered Pledges to its office located
at                                         
                                       ,
Attention:                                        .

The
Registered Owner hereby warrants that (a) it is an appropriate person to originate this instruction, (b) it is entitled to effect the instruction here given, and
(c) its taxpayer identification number
is                                        .

| |  | Very truly yours,                            
| |  | ---------------------------------------------
| |  | TRAMMELL CROW COMPANY,
a Delaware corporation
| |  |                                              
| |  | By:                                          
| |  |                                              
| |  |                                              

2

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CONSENT OF THE ISSUER

The
Issuer hereby consents and agrees to cause the pledge of the Partnership Interest referenced above to be registered on the books and records of the Issuer.

| |  | [NAME OF PARTNERSHIP/LLC],
a [STATE OF FORMATION] [TYPE OF ENTITY]
| |  | ------------------------------------------------------------------
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   
| |  |                                                                   
| |  |                                                                   
| |  |                                                                   

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EXHIBIT C        FORM OF CERTIFICATE RE NON-BANK STATUS

Reference is hereby made to that certain Credit Agreement dated as of June 28, 2002, by and among Trammell Crow Company, a Delaware corporation, Bank of
America, N.A., as Administrative Agent and as Issuing Bank, and the Lenders defined therein (as modified, amended, renewed, extended, restated, or supplemented from time to time, the
"Credit Agreement"). Pursuant toSection 2.7(b)(iii)of the Credit Agreement, the undersigned
hereby certifies that it is not a "bank" or other Person described inSection 881(c)(3)of the Internal Revenue Code of
1986, as amended.

| |  | [LENDER]
| |  | --------
| |  | By:     
| |  |         
| |  |         
| |  |         

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EXHIBIT D        COMPLIANCE CERTIFICATE

Reference is hereby made to that certain Credit Agreement dated as of June 28, 2002 (as modified, amended, renewed, restated or supplemented from time to
time, the "Credit Agreement"), among Trammell Crow Company, a Delaware corporation, as Borrower
("Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., a national banking association, as Administrative Agent (in such
capacity, together with its successors and assigns, "Administrative Agent") and as Issuing Bank (as defined therein). The undersigned, as
                        of Borrower, pursuant toSection 5.1(c)of the
Credit Agreement, hereby, certifies to Administrative Agent in such capacity on
behalf of Borrower and without individual liability as follows:



(a)

Minimum Interest Coverage Ratio.(i)

Gross EBITDA (SeeSchedule 1attached hereto)

$(ii)

Interest Expense

$(iii)

Ratio of(i)to(ii)(iv)

Required Minimum

3.0 to 1.0(b)

Minimum Fixed Charge Coverage Ratio.(i)

Gross EBITDA

$(ii)

Fixed Charges

$(iii)

Ratio of(i)to(ii)

$(iv)

Required Minimum

1.75 to 1.00(c)

Minimum Net Worth.(i)

GAAP Asset Value

$(ii)

Total Liabilities

$


---

(iii)

Sum of(i)minus(ii)(iv)

Required Minimum


(1)(d)

Minimum Revenues.(i)

Total Revenues

$(ii)

Required Minimum

$125,000,000(e)

Minimum Liquidity.(i)

Liquid Assets

$(ii)

Required Minimum

$25,000,000(f)

Current Ratio.(i)

Current Assets

$(ii)

Current Liabilities

$(iii)

Ratio of(i)to(ii)(iv)

Required Minimum

1.10 to 1.00
(2)(g)

Maximum Total Leverage Ratio.(i)

Total Debt

$(ii)

Gross EBITDA

$(iii)

Ratio of(i)to(ii)(iv)

Maximum Permitted


(3)(h)

Maximum Investment in Real Estate Investments.(i)

Real Estate Investments

$(ii)

Gross EBITDA

$(iii)

Ratio of(i)to(ii)(iv)

Maximum Permitted(4)

$(i)

Maximum Investment in Real Estate Investments in
Unconsolidated Entities and Fund IV (without
duplication).(i)

Investments in Real Estate in Unconsolidated Entities and Funds

$(ii)

Maximum Permitted

$100,000,000


---

Period

RatioClosing Date through December 31, 2003

3.50 to 1.0January 1, 2004 and thereafter

3.25 to 1.0


2

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|Date: |  |  |                                               |   
|----- |  |  | --------------------------------------------- | --
|      |  |  |                                               |   
|      |  |  |                                               |   
|      |  |  |                                               |   
|      |  |  |                                              
|      |  |  |                                               | of
|      |  |  | Trammell Crow Company,
a Delaware corporation |   

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Schedule 1 to Exhibit D

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EXHIBIT E        FORM OF SUBSIDIARY GUARANTY

THIS GUARANTY AGREEMENT is executed as of June 28, 2002, by each of the direct and indirect Subsidiaries of TRAMMELL CROW COMPANY, a Delaware corporation
("Borrower"), listed onSchedule 1attached hereto or who become a party hereto pursuant to Section 5.11below (each a "Guarantor" and collectively
"Guarantors") for the benefit of the Loan Parties defined below.

W I T N E S S E T H:

1.Borrower may from time to time be indebted to the Loan Parties pursuant to that certain Credit Agreement dated as of
June 28, 2002 (as modified, amended, renewed, restated or supplemented from time to time, the "Credit Agreement"), among Trammell Crow Company, a
Delaware corporation, as Borrower ("Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., a national banking association,
as Administrative Agent (in such capacity, together with its successors and assigns, "Administrative Agent") and as Issuing Bank (as defined therein).
(Administrative Agent, Issuing Bank, and Lenders, together with their respective successors and assigns, are herein called the "Loan Parties").

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

3.The Loan Parties are not willing to make Loans under the Credit Agreement or otherwise extend credit to Borrower unless
Guarantors guarantee payment of all present and future indebtedness and obligations of Borrower to the Loan Parties under the Credit Agreement and the Loan Documents.

4.Each Guarantor will benefit, directly and indirectly, from the Loan Parties' extension of credit to Borrower.

NOW,
THEREFORE, as an inducement to the Loan Parties to enter into the Credit Agreement and to make Loans and issue LCs to Borrower thereunder, and to extend such credit to Borrower as
the Loan Parties may from time to time agree to extend, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantors hereby jointly and
severally guarantee payment of the Guaranteed Debt (hereinafter defined) as more specifically described herein below inSection 1.3and hereby
agree as follows:

SECTION 1        NATURE AND SCOPE OF GUARANTY

1.1Definition of Guaranteed Debt.As used herein, the
term "Guaranteed Debt" means:



1.2Guaranteed Debt Not Reduced by  Offset.The
indebtedness, liabilities, obligations, and other Guaranteed Debt guaranteed hereby, and the liabilities and obligations of Guarantors to the Loan Parties
hereunder, shall not be reduced, discharged, or released because or by reason of any existing or future offset, claim, or defense of Borrower or any other party against any Loan Party or against
payment of the Guaranteed Debt, whether such offset, claim, or defense arises in connection with the Guaranteed Debt (or the transactions creating the Guaranteed Debt) or otherwise. Without limiting

---

the foregoing or Guarantors' liability hereunder, to the extent that any Loan Party advances funds or extends credit to Borrower, and does not receive payments or benefits thereon in the amounts and
at the times required or provided by applicable agreements or laws, Guarantors are absolutely liable, jointly and severally, to make such payments to (and confer such benefits on) such Loan Party, on
a timely basis.

1.3Guaranty of Obligation.Guarantors hereby
irrevocably guarantee, jointly and severally, to the Loan Parties (a) the due and punctual payment of the Guaranteed Debt, and
(b) the timely performance of all other obligations now or hereafter owed by Borrower to the Loan Parties under the Credit Agreement. Each Guarantor hereby irrevocably covenants and agrees that
it is liable for the Guaranteed Debt as primary obligor.

1.4Nature of Guaranty.This Guaranty Agreement is
intended to be an irrevocable, absolute, continuing guaranty of payment and is not a guaranty of collection. This Guaranty Agreement
may not be revoked by any Guarantor;provided, however, if, according to applicable Legal Requirements, it shall ever be determined or held that a
guarantor under a continuing guaranty such as this Guaranty Agreement shall have the absolute right, notwithstanding the express agreement of such a guarantor otherwise, to revoke such guaranty as to
Guaranteed Debt which has then not yet arisen, then any Guarantor may deliver to Administrative Agent written notice, in addition to giving such notice as provided in Section 5.2hereof,
that such Guarantor will not be liable hereunder for any Guaranteed Debt created, incurred, or arising after the giving of
such notice, and such notice will be effective as to such Guarantor from and after (but not before) such times as said written notice is actually delivered to, in addition to giving such notice as
provided inSection 5.2hereof, and received by and receipted for in writing by Administrative Agent;provided
thatsuch notice shall not in anywise affect, impair, or limit the liability and responsibility of any other person or entity with respect to any Guaranteed Debt theretofore
existing or thereafter existing, arising, renewed, extended, or modified;provided, further, that such notice shall not affect, impair, or release the
liability and responsibility of any such Guarantor with respect to Guaranteed Debt created, incurred, or arising (or in respect of any Guaranteed Debt agreed or contemplated, in any respect, to be
created, whether advanced or not and whether committed to by the Loan Parties or not, including, without limitation, any discretionary advances or extensions of credit which may be made by any Loan
Party at its option in the future under any type of loan or credit agreement, arrangement, or undertaking) prior to the receipt of such notice by Administrative Agent as aforesaid, or in respect of
any renewals, extensions, or modifications of such Guaranteed Debt, or in respect of interest or costs of collection thereafter accruing on or with respect to such Guaranteed Debt, or with respect to
attorneys' fees thereafter becoming payable hereunder with respect to such Guaranteed Debt, and shall continue to be effective with respect to any Guaranteed Debt arising or created after any
attempted revocation by any Guarantor. The fact that at any time or from time to time the Guaranteed Debt may be increased, reduced, or paid in full shall not release, discharge, or reduce the
obligation of Guarantors with respect to indebtedness or obligations of Borrower to the Loan Parties thereafter incurred (or other Guaranteed Debt thereafter arising) under the Credit Agreement, the
Notes, or otherwise. This Guaranty Agreement may be enforced by the Loan Parties and any subsequent holder of the Guaranteed Debt and shall not be discharged by the assignment or negotiation of all or
part of the Guaranteed Debt.

1.5Payment by Guarantors.If all or any part of the
Guaranteed Debt shall not be punctually paid when due, whether at maturity or earlier by acceleration or otherwise, then Guarantors
shall, immediately upon demand by Administrative Agent, and without presentment, protest, notice of protest, notice of nonpayment, notice of intention to accelerate or acceleration, or any other
notice whatsoever, pay in lawful money of the
United States of America, the amount due on the Guaranteed Debt to Administrative Agent, for the benefit of the Loan Parties, at Administrative Agent's principal office in Dallas, Texas. Such
demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Debt, and may be made from time to time with respect to

2

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the same or different items of Guaranteed Debt. Such demand shall be deemed made, given, and received in accordance withSection 5.2hereof.

1.6Payment of Expenses.In the event that any
Guarantor should breach or fail to timely perform any provisions of this Guaranty Agreement, then Guarantors shall, immediately upon demand
by Administrative Agent, pay to Administrative Agent, for the benefit of the Loan Parties, all costs and expenses (including court costs and reasonable attorneys' fees) incurred by the Loan Parties in
the enforcement hereof or the preservation of the Loan Parties' rights hereunder. The covenant contained in thisSection 1.6shall survive the
payment of the Guaranteed Debt.

1.7No Duty to Pursue Others.It shall not be
necessary for any Loan Party (and Guarantors hereby waive any rights which Guarantors may have to require any Loan Party), in order to enforce
such payment by any Guarantor, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Guaranteed Debt or any other person, (b) enforce the Loan
Parties' rights against any security which shall ever have been given to secure the Guaranteed Debt, (c) enforce the Loan Parties's rights against any other Guarantor or any other guarantors of
the Guaranteed Debt, (d) join Borrower, any other Guarantor, or any others liable on the Guaranteed Debt in any action seeking to enforce this Guaranty Agreement, (e) exhaust any
remedies available to the Loan Parties against any security which shall ever have been given to secure the Guaranteed Debt, or (e) resort to any other means of obtaining payment of the
Guaranteed Debt. The Loan Parties shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Guaranteed Debt. Further, each Guarantor expressly waives each
and every right to which any it may be entitled by virtue of the suretyship law of the State of Texas, including without limitation, any rights pursuant toRule 31,
Texas Rules of Civil Procedure, Articles 1986and1987, Revised Civil Statutes of TexasandChapter 34
of the Texas Business and Commerce Code.

1.8Waiver of Notices, etc.Each Guarantor agrees to
the provisions of the Credit Agreement, the Notes, and the other Loan Documents, and hereby waives notice of (a) any loans or
advances made by any Loan Party to Borrower, (b) acceptance of this Guaranty Agreement, (c) any amendment or extension of the Credit Agreement, the Notes, the other Loan Documents, or
any other instrument or document pertaining to all or any part of the Guaranteed Debt, (d) the execution and delivery by Borrower and any Loan Party of any other loan or credit agreement or of
Borrower's execution and delivery of any promissory notes or other documents in connection therewith, (e) the occurrence of any Potential Default or Event of Default, (f) any Loan
Party's transfer or disposition of the Guaranteed Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed
Debt, (h) protest, proof of nonpayment, or default by Borrower, (i) the release of any other Guarantor, or (j) any other action at any time taken or omitted by any Loan Party,
and, generally, all demands and notices of every kind in connection with this Guaranty Agreement, the Credit Agreement, the Notes, the other Loan Documents, and any documents or agreements evidencing,
securing, or relating to any of the Guaranteed Debt and the obligations hereby guaranteed.

1.9Effect of Bankruptcy, Other  Matters.In the event
that, pursuant to any insolvency, bankruptcy, reorganization, receivership, or other debtor relief law, or any judgment, order, or decision
thereunder, or for any other reason, (a) any Loan Party must rescind or restore any payment, or any part thereof, received by such Loan Party in satisfaction of the Guaranteed Debt, as set
forth herein, any prior release or discharge from the terms of this Guaranty Agreement given to any Guarantor by such Loan Party shall be without effect, and this Guaranty Agreement shall remain in
full force and effect, or (b) Borrower shall cease to be liable to the Loan Parties for any of the Guaranteed Debt (other than by reason of the indefeasible payment in full thereof by
Borrower), then the obligations of each Guarantor under this Guaranty Agreement shall remain in full force and effect. It is the intention of the Loan Parties and Guarantors that Guarantors'
obligations hereunder shall not be discharged except by Guarantors' performance of such obligations and then only to the extent of such

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performance. Without limiting the generality of the foregoing, it is the intention of the Loan Parties and Guarantors that the filing of any bankruptcy or similar proceeding by or against Borrower or
any other person or party obligated on any portion of the Guaranteed Debt shall not affect the obligations of Guarantors under this Guaranty Agreement or the rights of the Loan Parties under this
Guaranty Agreement, including, without limitation, the right or ability of the Loan Parties to pursue or institute suit against Guarantors for the entire Guaranteed Debt.

1.10Limitation.It is the intention of Guarantors and
the Loan Parties that the amount of the Guaranteed Debt shall be in, but not in excess of, the maximum amount permitted by
fraudulent conveyance, fraudulent transfer, or similar Legal Requirements applicable to Guarantors. Accordingly, notwithstanding anything to the contrary contained in this Guaranty Agreement or any
other agreement or instrument executed in connection with the payment of any of the Guaranteed Debt, the amount of the Guaranteed Debt shall be limited to that amount which after giving effect thereto
would not (a) render any Guarantor insolvent, (b) result in the fair saleable value of the assets of any Guarantor being less than the amount required to pay its debts and other
liabilities (including contingent liabilities) as they mature, or (c) leave any Guarantor with unreasonably small capital to carry out its business as now conducted and as proposed to be
conducted, including its capital needs, as such concepts described in(a), (b),and(c)herein are
determined under applicable Legal Requirements, if the obligations of such Guarantor hereunder would otherwise be set aside, terminated, annulled, or avoided for such reason by a court of competent
jurisdiction in a proceeding actually pending before such court.

SECTION 2        ADDITIONAL EVENTS AND CIRCUMSTANCES NOT REDUCING  OR DISCHARGING GUARANTOR'S OBLIGATIONS

Guarantors hereby consent and agree to each of the following, and agree that Guarantors' obligations under this Guaranty Agreement shall not be released,
diminished, impaired, reduced, or adversely affected by any of the following, and waives any common law, equitable, statutory, or other rights
(including without limitation rights to notice) which Guarantors might otherwise have as a result of or in connection with any of the following:

2.1Modifications, etc.Any renewal, extension,
increase, modification, alteration, or rearrangement of all or any part of the Guaranteed Debt, the Credit Agreement, the Notes, or any
other Loan Document.

2.2Adjustment, etc.Any adjustment, indulgence,
forbearance, or compromise that might be granted or given by any Loan Party to Borrower or any Guarantor.

2.3Condition, Composition, or Structure of Borrower or  Guarantors.The insolvency, bankruptcy, arrangement, adjustment, composition, structure, liquidation, disability, dissolution, or lack of power of Borrower or any other party
at any time liable for the payment of all or part of the Guaranteed Debt; or any dissolution of Borrower or any Guarantor, or any sale, lease, or transfer of any or all of the assets of Borrower or
any Guarantor, or any changes in name, business, location, composition, structure, or changes in the shareholders, partners, or members (whether by accession, secession, cessation, death, dissolution,
transfer of assets, or other matter) of Borrower or any Guarantor; or any reorganization of Borrower or any Guarantor.

2.4Invalidity of Guaranteed Debt.The invalidity,
illegality, or unenforceability of all or any part of the Guaranteed Debt, or any document or agreement executed in connection with the Guaranteed
Debt, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Debt, or any part thereof, exceeds the amount permitted by applicable Legal Requirements,
(b) the act of creating the Guaranteed Debt or any part thereof isultra vires, (c) the officers or representatives

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executing the Credit Agreement, the Notes, the other Loan Documents, or other documents or otherwise creating the Guaranteed Debt acted in excess of their authority, (d) the Guaranteed Debt
violates applicable usury laws, (e) Borrower has valid defenses, claims, or offsets (whether at law, in equity, or by agreement) which render the Guaranteed Debt wholly or partially
uncollectible from Borrower, (f) the creation, performance, or repayment of the Guaranteed Debt (or the execution, delivery, and performance of any document or instrument representing part of
the Guaranteed Debt or executed in connection with the Guaranteed Debt, or given to secure the repayment of the Guaranteed Debt) is illegal, uncollectible, or unenforceable, or (g) the Credit
Agreement, the Notes, the other Loan Documents, or other documents or instruments pertaining to the Guaranteed Debt have been forged or otherwise are irregular or not genuine or authentic.

2.5Release of Obligors.Any full or partial release
of the liability of Borrower on the Guaranteed Debt or any part thereof, or of any co-guarantors, or any other person or
entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee, or assure the payment of the Guaranteed Debt or any part
thereof, it being recognized, acknowledged, and agreed by Guarantors that Guarantors may be required to pay the Guaranteed Debt in full without assistance or support of any other party, and Guarantors
have not been induced to enter into this Guaranty Agreement on the basis of a contemplation, belief, understanding, or agreement that other parties will be liable to perform the Guaranteed Debt, or
that the Loan Parties will look to other parties to
perform the Guaranteed Debt; notwithstanding the foregoing, Guarantors do not waive or release (expressly or impliedly) any rights of subrogation, reimbursement, or contribution which they may have,
after payment in full of the Guaranteed Debt, against others liable on the Guaranteed Debt; Guarantors' rights of subrogation and reimbursement are, however, subordinate to the rights and claims of
the Loan Parties.

2.6Other Security.The taking or accepting of any
other security, collateral, or guaranty, or other assurance of payment, for all or any part of the Guaranteed Debt.

2.7Release of Collateral, etc.Any release, surrender,
 exchange, subordination, deterioration, waste, loss, or impairment (including without limitation negligent, willful, unreasonable, or
unjustifiable impairment) of any collateral, property, or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Debt.

2.8Care and Diligence.The failure of any Loan Party
or any other party to exercise diligence or reasonable care or act, fail to act, or comply with any duty in the administration,
preservation, protection, enforcement, sale application, disposal, or other handling or treatment of all or any part of Guaranteed Debt or any collateral, property, or security at any time securing
any portion thereof, including, without limiting the generality of the foregoing, the failure to conduct any foreclosure or other remedy fairly, in a commercially reasonable manner, or in such a way
so as to obtain the best possible price or a favorable price or otherwise act or fail to act.

2.9Status of Liens.The fact that any collateral,
security, security interest, or lien contemplated or intended to be given, created, or granted as security for the repayment of the
Guaranteed Debt shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantors that
Guarantors are not entering into this Guaranty Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility, or value of any of the collateral for the
Guaranteed Debt.

2.10Offset.Any existing or future right of offset,
claim, or defense of Borrower against the Loan Parties, or any other party, or against payment of the Guaranteed Debt,
whether such right of offset, claim, or defense arises in connection with the Guaranteed Debt (or the transactions creating the Guaranteed Debt) or otherwise.

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2.11Merger.The reorganization, merger, or
consolidation of Borrower or any Guarantor into or with any other corporation or entity.

2.12Preference.Any payment by Borrower to any Loan
Party is held to constitute a preference under bankruptcy laws, or for any reason any Loan Party is required to refund such
payment or pay such amount to Borrower or someone else.

2.13Other Actions Taken or Omitted.Any other action
taken or omitted to be taken with respect to the Credit Agreement, the Guaranteed Debt, or the security and collateral therefor, whether or not
such action or omission prejudices Guarantors or increases the likelihood or risk that Guarantors will be required to pay the Guaranteed Debt pursuant to the terms hereof; it is the unambiguous and
unequivocal intention of Guarantors that Guarantors shall be obligated to pay the Guaranteed Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether
contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Debt.

SECTION 3        REPRESENTATIONS AND WARRANTIES

To induce the Loan Parties to enter into the Credit Agreement and extend credit to Borrower, each Guarantor represents and warrants to the Loan Parties that:

3.1Benefit.Each Guarantor has received, or will
receive, direct or indirect benefit from the making of this Guaranty and the Guaranteed Debt.

3.2Familiarity and Reliance.Each Guarantor is
familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of
any and all collateral intended to be created as security for the payment of the Guaranteed Debt; however, no Guarantor is relying on such financial condition or the collateral as an inducement to
enter into this Guaranty Agreement.

3.3No Representation by the Loan  Parties.No Loan
Party or any other party has made any representation, warranty, or statement to any Guarantor in order to induce any Guarantor to execute this Guaranty
Agreement.

3.4Guarantors' Financial Condition.As of the date
hereof, and after giving effect to this Guaranty Agreement and the contingent obligation evidenced hereby, each Guarantor is, and will be, Solvent.

3.5Determination of Benefit.The Board of Directors,
partners, members, or other managers and owners of each Guarantor have determined that this Guaranty directly or indirectly benefits such
Guarantor and is in the best interests of such Guarantor.

3.6Legality.The execution, delivery, and performance
by each Guarantor of this Guaranty Agreement and the consummation of the transactions contemplated hereunder
(a) have been duly authorized by all necessary action of each Guarantor, and (b) do not, and will not, contravene or conflict with any Legal Requirement whatsoever to which any Guarantor
is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any Contractual Obligation to which any
Guarantor is a party or which may be applicable to any Guarantor or any of its assets, or violate any provisions of its Constituent Documents; this Guaranty Agreement is a legal and binding obligation
of each Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors' rights.

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3.7Survival.All representations and warranties made
by each Guarantor herein shall survive the execution hereof.

SECTION 4        SUBORDINATION OF CERTAIN INDEBTEDNESS

4.1Subordination of Guarantor Claims.As used herein,
the term "Guarantor Claims" shall mean all debts and liabilities of Borrower to any Guarantor,
whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several,
or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or
liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by any Guarantor. The Guarantor Claims shall include
without limitation all rights and claims of each Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of any Guarantor's payment of all or a portion of the
Guaranteed Debt. Until the Guaranteed Debt shall be paid and satisfied in full and Guarantors shall have performed all of their obligations hereunder, if a Potential Default or Event of Default
exists, then Guarantors shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

4.2Claims in Bankruptcy.In the event of receivership,
 bankruptcy, reorganization, arrangement, debtor's relief, or other insolvency proceedings involving Borrower as debtor, the Loan
Parties shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee, or other court custodian dividends and
payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to the Loan Parties. Should any Loan Party receive, for application upon the
Guaranteed Debt, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit upon the Guarantor Claims, then
upon payment to the Loan Parties in full of the Guaranteed Debt, such Guarantor shall become subrogated to the rights of the Loan Parties to the extent that such payments to the Loan Parties on the
Guarantor Claims have contributed toward the liquidation of the Guaranteed Debt, and such subrogation shall be with respect to that proportion of the Guaranteed Debt which would have been unpaid if
the Loan Parties had not received dividends or payments upon the Guarantor Claims.

4.3Payments Held in Trust.In the event that,
notwithstandingSections 4.1and4.2above, any
Guarantor should receive any funds, payment, claim, or distribution which is prohibited by such Sections, such Guarantor agrees to hold in trust for the Loan Parties, in kind, all funds, payments,
claims, or distributions so received, and agrees that he shall have absolutely no dominion over such funds, payments, claims, or distributions so received except to pay them promptly to Administrative
Agent, for the benefit of the Loan Parties, and such Guarantor covenants promptly to pay the same to Administrative Agent, for the benefit of the Loan Parties.

4.4Liens Subordinate.Each Guarantor agrees that any
liens, security interests, judgment liens, charges, or other encumbrances upon Borrower's assets securing payment of the Guarantor
Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges, or other encumbrances upon Borrower's assets securing payment of the Guaranteed Debt,
regardless of whether such encumbrances in favor of such Guarantor or the Loan Parties presently exist or are hereafter created or attach. Without the prior written consent of Administrative Agent, no
Guarantor shall (a) exercise or enforce any creditor's right it may have against Borrower, or (b) foreclose, repossess, sequester, or otherwise take steps or institute any action or
proceedings (judicial or otherwise, including, without limitation, the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor's relief, or insolvency proceeding) to enforce
any liens, mortgages,

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deeds of trust, security interest, collateral rights, judgments, or other encumbrances on assets of Borrower held by any Guarantor.

4.5Notation of Records.All promissory notes,
accounts receivable ledgers, or other evidences of the Guarantor Claims accepted by or held by each Guarantor shall contain a specific
written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Guaranty Agreement.

SECTION 5        MISCELLANEOUS

5.1Waiver.No failure to exercise, and no delay in
exercising, on the part of any Loan Party, any right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of the Loan Parties hereunder shall be in addition to all other rights provided
by applicable Legal Requirements. No modification or waiver of any provision of this Guaranty Agreement, nor consent to departure therefrom, shall be effective unless in writing and no such consent or
waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other
instances without such notice or demand.

5.2Notices.Any notices or other communications
required or permitted to be given by this Guaranty Agreement must be (a) given in writing and personally delivered or
mailed by prepaid certified or registered mail, return receipt requested, or (b) made by tested telex delivered or transmitted, to the party to whom such notice or communication is directed, to
in the case of any Guarantor, the address of such Guarantor set forth on the signature pages hereof, and in the case of the Credit Parties, as follows:



Any
such notice or other communication shall be deemed to have been given (whether actually received or not) on the day it is personally delivered as aforesaid or, if mailed, on the day it is mailed
as aforesaid, or, if transmitted by telex, on the day that such notice is transmitted as aforesaid. Any party may change its address for purposes of this Guaranty Agreement by giving notice of such
change to the other party pursuant to thisSection 5.2.

5.3Governing Law.This Guaranty Agreement has been
prepared, and is intended to be performed in the State of Texas, and the substantive Legal Requirements of such state shall
govern the validity, construction, enforcement, and interpretation of this Guaranty Agreement. For purposes of this Guaranty Agreement and the resolution of disputes hereunder, each Guarantor hereby
irrevocably submits and consents to, and waives any objection to, the non-exclusive jurisdiction of the courts of the

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State of Texas located in Dallas County, Texas and of the federal court located in the Northern Judicial District of Texas.

5.4Invalid Provisions.If any provision of this
Guaranty Agreement is held to be illegal, invalid, or unenforceable under present or future Legal Requirements effective during the term
of this Guaranty Agreement, such provision shall be fully severable and this Guaranty Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part of this Guaranty Agreement, and the remaining provisions of this Guaranty Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Guaranty Agreement, unless such continued effectiveness of this Guaranty Agreement, as modified, would be contrary to the basic understandings and
intentions of the parties as expressed herein.

5.5Entirety and Amendments.This Guaranty Agreement
embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, relating to the subject
matter hereof, and this Guaranty Agreement may be amended only by an instrument in writing executed by an authorized officer of the party against whom such amendment is sought to be enforced.

5.6Parties Bound; Assignment.This Guaranty Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however,that no Guarantor may, without the prior
written consent of Administrative Agent, assign any of its rights, powers, duties, or
obligations hereunder.

5.7Headings.Section headings are for convenience of
reference only and shall in no way affect the interpretation of this Guaranty Agreement.

5.8Multiple Counterparts.This Guaranty Agreement may
be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the
parties hereto may execute this Guaranty Agreement by signing any such counterpart.

5.9Rights and Remedies.If any Guarantor becomes
liable for any indebtedness owing by Borrower to the Loan Parties, by endorsement or otherwise, other than under this Guaranty Agreement,
such liability shall not be in any manner impaired or affected hereby and the rights of the Loan Parties hereunder shall be cumulative of any and all other rights that the Loan Parties (or any of
them) may ever have against such Guarantor. The exercise by the Loan Parties of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent
or subsequent exercise of any other right or remedy.

5.10WAIVER OF TRIAL BY JURY.EACH GUARANTOR HEREBY
WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY AGREEMENT. THIS
WAIVER IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, MODIFICATIONS, RENEWALS, EXTENSIONS, OR SUPPLEMENTS TO THIS GUARANTY AGREEMENT. IN THE EVENT OF LITIGATION, THIS GUARANTY AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.

5.11Additional Guarantors.The initial Guarantors
hereunder shall be each of the Subsidiaries of Borrower that are signatories hereto and that are listed on Schedule 1attached hereto. From time to time subsequent to the time hereof,
additional Subsidiaries of Borrower may, as required under the
Credit Agreement, become parties hereto as additional Guarantors (each an "Additional Guarantor") by executing a counterpart of this Guaranty Agreement
in the form ofExhibit Aattached hereto. Upon delivery of any such counterpart to Administrative Agent, notice of which is hereby waived by
Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the addition or release of any other

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Guarantor hereunder, or by any election by Administrative Agent not to cause any Subsidiary of Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective
as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

5.12Release of Guarantors.If any Guarantor which is
a Significant Subsidiary is re-designated as not a Significant Subsidiary pursuant to the definition of Significant Subsidiaryin the Credit Agreement, such Guarantor may be released from its
obligations under this Guaranty Agreement by Administrative
Agent's execution of a Release of Guarantor in the form ofExhibit Battached hereto. Each Guarantor expressly agrees that its obligations
arising hereunder shall not be affected or diminished by the release of any other Guarantor hereunder.

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| |  | [GUARANTORS]
| |  | ------------
| |  | By:         
| |  |             
| |  |             
| |  |             
| |  |             
| |  |             

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SCHEDULE 1        INITIAL GUARANTORS

TC
ATLANTA, INC.
TC CHICAGO, INC.
TC DENVER, INC.
TC HOUSTON, INC.
TC MIDATLANTIC, INC.
TC NEW ENGLAND BROKERAGE, INC.
TC NEW ENGLAND, INC.
TC NORTHEAST METRO, INC. TC NORTHERN CALIFORNIA, INC.
TC RENO, INC.
TC SEATTLE, INC.
TC ST. LOUIS, INC.
TC TENNESSEE, INC.
TCC RISK SERVICES, INC.
TCC-PHOENIX, INC.
TCCT REAL ESTATE, INC.
TCDFW, INC.
TOOLEY & COMPANY, INC.
TRAMMELL CROW AUTOMOTIVE REALTY SERVICES, INC.
TRAMMELL CROW CORPORATE SERVICES, INC.
TRAMMELL CROW DEVELOPMENT, INC.
TRAMMELL CROW HEALTHCARE SERVICES, INC.
TRAMMELL CROW HIGHER EDUCATION SERVICES, INC.
TRAMMELL CROW NW, INC.
TRAMMELL CROW OPERATIONS, INC.
TRAMMELL CROW REALTY SERVICES, INC.
TRAMMELL CROW SE, INC.
TRAMMELL CROW SO. CAL., INC.

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EXHIBIT A        to Subsidiary Guaranty        COUNTERPART TO SUBSIDIARY GUARANTY

In witness whereof, the undersigned Additional Guarantor has caused this Guaranty to be executed by delivered by its officer thereunto duly authorized as of
                        , 200  .

|                    |  |     |                                | 
|------------------- |  | --- | ------------------------------ | 
|                    |  |     | [NAME OF ADDITIONAL GUARANTOR]
|                    |  |     |                                | 
|                    |  | By: |                               
|                    |  |     | Name:                          | 
|                    |  |     | Title:                         | 
|Address for Notice: |  |     |                                | 
|                    |  |     |                                | 
|                    |  |     |                                | 

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EXHIBIT B        to Subsidiary Guaranty        FORM OF RELEASE OF GUARANTOR

In witness whereof, the undersigned Administrative Agent, for itself and on behalf of each of the Loan Parties, hereby releases and
discharges                        
from any and all obligations and liabilities of                        to the Loan Parties under that certain Subsidiary Guaranty
dated as of June 28, 2002, executed by the Subsidiaries of Trammell
Crow Company, described therein in favor of the Loan Parties defined therein.

| |  | BANK OF AMERICA, N.A.,as Administrative Agent
| |  | ---------------------------------------------
| |  |                                              
| |  | By:                                          
| |  |                                              
| |  |                                              

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EXHIBIT F        FORM OF LC REQUEST

1.    Submission Pursuant To Credit Agreement.This LC Request is executed and delivered by Trammell Crow  Company, a Delaware
corporation ("Borrower"), to Bank of America, N.A., as Administrative Agent ("Administrative  Agent"), pursuant toSection 2.1(e)of the Credit Agreement dated as of June 28, 2002, between Borrower,  Administrative Agent, the Issuing Bank defined therein, and the Lenders defined therein (as modified, amended,
renewed, restated or supplemented from time to time, the "Credit  Agreement"). Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit
Agreement.

2.    Request For LC.Borrower hereby requests that Issuing Bank issue an LC under the Credit Agreement as
follows:

Issue Date


, 200BeneficiaryExpiry Date



(5)Face Amount

$


3.    Representations, Warranties, and Certifications.Borrower hereby represents, warrants, and certifies to
the Credit Parties that, as of the date of the LC requested herein:



4.    Execution Authorized.This LC Request is executed
on                        , 200  , by an authorized officer of Borrower. The undersigned, in such capacity, hereby
certifies each
and every matter contained herein to be true and correct.

| |  |                                                 
| |  | ------------------------------------------------
| |  | of Trammell Crow Company, a Delaware corporation

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EXHIBIT G        FORM OF NOTE

|$ |  | Dallas, Texas |  | As of                        , 2002
|- |  | ------------- |  | -----------------------------------

1.FOR VALUE RECEIVED, TRAMMELL CROW COMPANY, a Delaware corporation
("Maker"), hereby unconditionally promises to pay to the order
of                        ("Payee"), at the
Funding and Payment Office of Administrative Agent defined in the Credit Agreement defined below, the sum
of                        Dollars
($                        ) (or, if less, so much thereof as may be
advanced), in lawful money of the United States of America. Capitalized terms not defined herein shall have the meaning assigned to those terms in the Credit Agreement defined below.

2.The unpaid principal amount of, and accrued unpaid interest on, this Note is payable in accordance with the Credit
Agreement (as defined inSection 5below).

3.The unpaid principal balance advanced and outstanding hereunder shall bear interest from the date of advance until the
Maturity Date at the rate per annum provided in the Credit Agreement that is selected by Maker pursuant to the Credit Agreement. The interest rate specified in this section is subject to adjustment
under the circumstances described in the Credit Agreement. Interest shall be computed in the manner provided in the Credit Agreement.

4.Notwithstanding any provision contained in this Note or any other document executed or delivered in connection with this
Note or in connection with the Credit Agreement, Payee shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on this Note, any amount in
excess of the maximum rate of interest permitted to be charged by applicable law, and, if Payee ever receives, collects or applies as interest any such excess, then the amount that would be excessive
interest shall be applied to reduce the unpaid principal balance of this Note, and, if the principal balance of this Note is paid in full by that application, then any remaining excess shall promptly
be paid to Maker. In determining whether the interest paid or payable under any specific contingency exceeds the highest lawful rate, Maker and Payee shall, to the maximum extent permitted under
applicable law, (a) characterize any non-principal payment (other than payments expressly designated as interest payments hereunder) as an expense or fee rather than as interest,
(b) exclude voluntary prepayments and the effect thereof, and (c) spread the total amount of interest throughout the entire contemplated term of this Note so that the interest rate is
uniform throughout that term.

5.This Note has been executed and delivered pursuant to an Credit Agreement dated as of June 28, 2002 (as renewed,
extended, amended, or restated from time to time, the "Credit Agreement"), among Maker, the Lenders from time to time party thereto, Bank of
America, N.A., a national banking association, as Administrative Agent (in such capacity, together with its successors and assigns, "Administrative
Agent") and as Issuing Bank (as defined therein), and is one of the "Notes" referred to therein, and the holder of this Note is
entitled to the benefits provided in the Credit Agreement. Reference is hereby made to the Credit Agreement for a statement of (a) the obligation of Payee to advance funds hereunder,
(b) the prepayment rights and obligations of Maker, and (c) the events upon which the maturity of this Note may be accelerated.

6.If the principal of, or any installment of interest on, this Note becomes due and payable on a day other than a Business
Day, then the maturity thereof shall be extended to the next succeeding Business Day. If this Note, or any installment or payment due hereunder, is not paid when due, whether at maturity or by
acceleration, or if it is collected through a bankruptcy, probate or other court, whether before or after maturity, then Maker shall pay all costs of collection, including, but not limited to,
reasonable attorney's fees incurred by the holder of this Note. All past due principal of, and to the extent permitted by applicable law, interest on this Note shall bear interest until paid at the
rate provided in the Credit Agreement.

7.Maker and all sureties, endorsers, guarantors, and other parties ever liable for payment of any sums payable pursuant to
the terms of this Note, jointly and severally waive demand, presentment for

---

payment, protest, notice of protest, notice of acceleration, notice of intent to accelerate, diligence in collection, the bringing of any suit against any party, and any notice of or defense on
account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of its terms, provisions, and covenants, or any releases or substitutions of any security,
or any delay, indulgence, or other act of any trustee or any holder hereof, whether before or after maturity.

8.All Loans made by Payee, the respective Interest Periods thereof (if applicable), and all repayments of the principal
thereof may be recorded by Payee and, before any transfer hereof, endorsed by Payee on the schedule attached hereto, or on a continuation of the schedule attached to and a part hereof; provided thatthe
failure of Payee to record any endorsement shall not affect the obligation of Maker hereunder or under the Credit Agreement.

9.This Note is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent
that the laws of the United States may apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Note.

| |  | TRAMMELL CROW COMPANY,
a Delaware corporation
| |  | ---------------------------------------------
| |  |                                              
| |  | By:                                          
| |  |                                              
| |  |                                              

2

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EXHIBIT H        FORM OF NOTICE OF BORROWING

1.    Submission Pursuant To Credit Agreement.This Notice of Borrowing is executed and delivered by Trammell
Crow Company, a Delaware corporation ("Borrower"),
to Bank of America, N.A., as Administrative Agent ("Administrative Agent"), pursuant to Section 2.1(b)of the Credit Agreement dated as
of June 28, 2002, between Borrower, Administrative Agent, the Issuing Bank defined
therein, and the Lenders defined therein (as renewed, extended, amended, or restated from time to time, the "Credit Agreement"). Capitalized terms used
herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

2.Request For Loan.Borrower hereby requests that Lenders make a Loan to
Borrower pursuant to the Credit Agreement as follows:





3.    Representations, Warranties, and Certifications.Borrower hereby represents, warrants, and certifies to
the Credit Parties that, as of the date of the Loan requested herein:



4.    Proceeds of Loan.Administrative Agent is authorized to deposit the proceeds of the Loan requested hereby
to:                                         
        .

5.    Execution Authorized.This Notice of Borrowing is executed
on                        , 200  , by an authorized officer of Borrower. The undersigned, in such capacity, hereby
certifies each and every matter contained herein to be true and correct.

| |  |                                                 
| |  | ------------------------------------------------
| |  | of Trammell Crow Company, a Delaware corporation

---

EXHIBIT I        FORM OF NOTICE OF CONVERSION/CONTINUATION

1.    Submission Pursuant To Credit Agreement.This Notice of Conversion/Continuation is executed and delivered
by Trammell Crow Company, a Delaware corporation
("Borrower"), to Bank of America, N.A., as Administrative Agent ("Administrative Agent"), pursuant to Section 2.2(d)of the Credit Agreement dated as of June 28, 2002, between Borrower, Administrative Agent, the Issuing Bank defined
therein, and the Lenders defined therein (as renewed, extended, amended, or restated from time to time, the "Credit Agreement"). Capitalized terms used
herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

2.    Request For Conversion/Continuation.Borrower presently has a [Eurodollar Rate Loan/Base Rate Loan] Loan
(the "Existing Loan")
in the amount of $                  (which, if a Eurodollar Rate Loan, has an Interest Period of month(s) ending
on            , 200    ).
On                        , 200    (the
"Conversion Date"), Borrower desires to (check applicable box):



3.    Representations, Warranties and Certifications.Borrower hereby represents, warrants, and certifies to
the Credit Parties that, as of the date of the Loan requested herein:



4.    Execution Authorized.This Notice of Conversion/Continuation is executed
on                        , 200  , by an authorized officer of Borrower. The undersigned, in such capacity,
hereby certifies each and every matter contained herein to be true and correct.

|Date: |  |  |                                                 
|----- |  |  | ------------------------------------------------
|      |  |  |                                                 
|      |  |  | of Trammell Crow Company, a Delaware corporation

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EXHIBIT J

FORM OF PLEDGE AGREEMENTSUBSIDIARIES

SUBSIDIARY PLEDGE AGREEMENT

THIS SUBSIDIARY PLEDGE AGREEMENT (this "Agreement") is dated as of June 28, 2002, and entered into by and
between EACH OF THE SUBSIDIARIES OF TRAMMELL CROW COMPANY, A DELAWARE CORPORATION ("Borrower") LISTED ONSCHEDULE
1ATTACHED HERETO (each a "Pledgor" and collectively, "Pledgors"), and BANK OF
AMERICA, N.A., a national banking association, as agent for and representative of (in such capacity herein called "Secured Party") the Credit Parties
defined in the Credit Agreement defined below.

R E C I T A L S

1.Reference is hereby made to that certain Credit Agreement dated of even date herewith, executed by Borrower, Secured
Party, as Administrative Agent and as Issuing Bank, and the Lenders defined therein (as modified, amended, renewed, extended, restated, or supplemented from time to time, the
"Credit Agreement"), pursuant to which Lenders have made certain Commitments, subject to the terms and conditions set forth in the Credit Agreement, to
make Loans to Borrower.

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

3.Pursuant to the Credit Agreement, each Pledgor has executed that certain Guaranty Agreement dated of even date herewith in
favor of the Credit Parties (as modified, amended, renewed, extended, restated, or supplemented from time to time, the "Guaranty"), pursuant to which
each Pledgor has guaranteed the prompt payment and performance when due of all obligations of Borrower under the Credit Agreement.

4.Each Pledgor (a) is the legal and beneficial owner of (i) the shares of common stock (par value $0.01 per
share) (the "Pledged Shares") listed across such Pledgor's name inPart Aof Schedule 2attached hereto and issued by the corporations named therein, and (ii) the partnership interests in limited partnerships or
general partnerships, as the case may be, and membership interests in limited liability companies, if any, listed across such Pledgor's name in Part BofSchedule 2attached hereto (collectively, the "Pledged
Interests"), or (b) may in the future become the owner of Pledged Shares, Pledged Interests, and/or other Collateral (defined below).

5.It is a condition precedent to the making of the Loans by Lenders under the Credit Agreement that Pledgors shall have
granted the security interests and undertaken the obligations contemplated by this Agreement.

NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby
agrees with Secured Party, for the benefit of the Credit Parties, as follows:

1.Pledge of Security.Each Pledgor hereby
pledges and assigns to Secured Party, for the ratable benefit of the Credit Parties, and hereby grants to Secured Party, for the ratable
benefit of the Credit Parties, a security interest in, all of each Pledgor's right, title, and interest in and to the following (the "Collateral"):



---



2.Security for Obligations.This Agreement
secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand, or otherwise (including the payment of amounts that

2

---

would become due but for the operation of the automatic stay underSection 362(a)of the Bankruptcy Code, 11 U.S.C. § 362(a)), of
all obligations and liabilities of every nature of Borrower now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents and all renewals
or extensions thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to any Pledgor, would accrue on such
obligations), fees, expenses, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with
others, and whether or not from time to time decreased or extinguished and later increased, created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent
all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Lender as a preference, fraudulent transfer, or otherwise and of each Pledgor now or hereafter
existing under or arising out of or in connection with the Guaranty (all such obligations and liabilities being the "Underlying Debt"), and all
obligations of every nature of each Pledgor now or hereafter existing under this Agreement (all such obligations of Pledgors, together with the Underlying Debt, being the
"Secured Obligations").

3.Delivery of Collateral.All certificates or
instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of Secured Party pursuant hereto and
shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by any necessary endorsement, where necessary, or duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to Secured Party. Secured Party shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in
the name of Secured Party or any of its nominees any or all of the Collateral, subject only to the revocable rights specified inSection 6(a). In
addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger
denominations.

4.Representations and Warranties.Each Pledgor
represents and warrants as follows:



3

---



(5)Assurances and Covenants of  Pledgors.



4

---



5

---



6

---



6.Voting Rights; Dividends; Etc.



7

---



7.Secured Party Appointed  Attorney-in-Fact.Each Pledgor hereby irrevocably appoints Secured Party as such Pledgor's attorney-in-fact, with full authority in the place and stead of
such Pledgor and in the name of such Pledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement, including without limitation:



8.Secured Party May Perform.If any Pledgor
fails to perform any agreement contained herein, then Secured Party may itself perform, or cause performance of, such agreement, and the expenses
of Secured Party incurred in connection therewith shall be payable by Pledgors underSection 12(b).

9.Standard of Care.The powers conferred on
Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Secured Party shall have no duty
as to any Collateral, it being understood that Secured Party shall have no responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities,
tenders, or other matters relating to any Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, (b) taking any necessary steps (other than steps taken in
accordance with the standard of care set forth above to maintain possession of the Collateral) to preserve rights against any parties with respect to any
Collateral, (c) taking any necessary steps to collect or realize upon the Secured Obligations or any guarantee therefor, or any part thereof, or any of the Collateral, or (d) initiating
any action to protect the Collateral against the possibility of a decline in market value. Secured Party shall be deemed to

8

---

have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Secured Party accords its own
property consisting of negotiable securities.

10.Remedies.



9

---



11.Application of Proceeds.Except as
expressly provided elsewhere in this Agreement, all proceeds received by Secured Party in respect of any sale of, collection from, or other realization
upon all or any part of the Collateral may, in the discretion of Secured Party, be held by Secured Party as Collateral for, and/or then, or at any time thereafter, applied in full or in part by
Secured Party against, the Secured Obligations in the following order of priority:



12.Indemnity and Expenses.



13.Continuing Security Interest; Transfer of Loans.This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of all
Secured Obligations and the cancellation or termination of the Total Commitment, (b) be binding upon each Pledgor, its successors and assigns, and (c) inure, together with the rights and
remedies of Secured Party hereunder, to the benefit of Secured Party and its successors, transferees, and assigns. Without limiting the generality of the foregoing clause (c), but subject to
the provisions ofSection 9.1of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any

10

---

other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the indefeasible payment in full of all Secured
Obligations and the cancellation or termination of the Total Commitment, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Pledgors. Upon any such
termination Secured Party will, at each Pledgor's expense, execute and deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence such termination and such Pledgor
shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Collateral as shall not have been sold or otherwise applied
pursuant to the terms hereof.

14.Secured Party as Agent.



15.Amendments; Etc.No amendment, modification,
 termination, or waiver of any provision of this Agreement, and no consent to any departure by any Pledgor from the terms and
conditions hereof, shall in any event be effective unless the same shall be in writing and signed by Secured Party and, in the case of any such amendment or modification, by such Pledgor. Any such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

16.Notices.Any notice or other communication
herein required or permitted to be given shall be in writing and may be personally served, telexed, or sent by telecopy or
United States mail or courier service to each such party at its address set forth in the Credit Agreement, on the signature pages hereof or to such other addresses as each such party may in writing
hereafter indicate. Such notice or other communication shall be deemed to have been given when delivered in person or by courier service, upon receipt of telecopy or telex, or three
(3) Business Days after depositing it in the

11

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United states mail with postage prepaid and properly addressed;provided thatany notice, request, or demand to or upon Administrative Agent or Lenders
shall not be effective until received.

17.Failure or Indulgence Not Waiver: Remedies Cumulative.No failure or delay on the part of Secured Party in the exercise of any power, right, or privilege hereunder shall impair such power, right, or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right, or privilege preclude any other or further exercise thereof or of
any other power, right, or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

18.Severability.In case any provision in or
obligation under this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and
enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

19.Headings.Sectionand subsection headings in this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose or be given any substantive effect.

20.Governing Law; Terms.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE CODE PROVIDES THAT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.Unless otherwise
defined herein or in the Credit Agreement, terms used inArticles 8and9of the Code are used herein as
therein defined.

21.Consent to Jurisdiction and Service of Process.ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE OF TEXAS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT.Each Pledgor hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt
requested, to such Pledgor at its address provided on the signature page hereof, such service being hereby acknowledged by such Pledgor to be sufficient for personal jurisdiction in any action against
such Pledgor in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall
limit the right of Secured Party to bring proceedings against Pledgors in the courts of any other jurisdiction.

22.Waiver of Jury Trial.EACH PLEDGOR AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT.The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to
the subject matter of this transaction, including without limitation contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each Pledgor and Secured Party
each acknowledge that this waiver is a material inducement for each Pledgor and Secured Party to enter into a business relationship, that each Pledgor and Secured Party have already relied on this
waiver in entering into this Agreement and that each will continue to rely on this waiver in their related future

12

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dealings. Each Pledgor and Secured Party further warrant and represent that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel.THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT.In the event of litigation, this Agreement may be filed as a written consent to a trial by the
court.

23.Counterparts.This Agreement may be
executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are physically attached to the same document.

24.Obligations Absolute.All rights and
remedies of Secured Party hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of:



Remainder of Page Intentionally Left Blank  Signature Pages to Follow

13

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IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

| |  | [                                         
                               ,
| |  | ---------------------------------------------------------------------------
| |  | a                                    ]                                     
| |  |                                                                            
| |  | By:                                                                        
| |  |                                                                            
| |  |                                                                            
| |  | Notice Address:                                                            
| |  |                                                                            
| |  | Attention:                                                                 
| |  | Telecopy:                                                                  

14

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| |  | BANK OF AMERICA, N.A., a national banking association, individually and as Administrative Agent
| |  | -----------------------------------------------------------------------------------------------
| |  |                                                                                                
| |  | By:                                                                                            
| |  |                                                                                                
| |  |                                                                                                
| |  | Notice Address:                                                                                
| |  |                                                                                                
| |  | With a copy to:                                                                                
| |  |                                                                                                

15

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SCHEDULE 1        INITIAL PLEDGORS

TC
ATLANTA, INC.
TC CHICAGO, INC.
TC DENVER, INC.
TC HOUSTON, INC.
TC MIDATLANTIC, INC.
TC NEW ENGLAND BROKERAGE, INC.
TC NEW ENGLAND, INC.
TC NORTHEAST METRO, INC.
TC NORTHERN CALIFORNIA, INC.
TC RENO, INC.
TC SEATTLE, INC.
TC ST. LOUIS, INC.
TC TENNESSEE, INC.
TCC RISK SERVICES, INC.
TCC-PHOENIX, INC.
TCCT REAL ESTATE, INC.
TCDFW, INC.
TOOLEY & COMPANY, INC.
TRAMMELL CROW AUTOMOTIVE REALTY SERVICES, INC.
TRAMMELL CROW CORPORATE SERVICES, INC.
TRAMMELL CROW DEVELOPMENT, INC.
TRAMMELL CROW HEALTHCARE SERVICES, INC.
TRAMMELL CROW HIGHER EDUCATION SERVICES, INC.
TRAMMELL CROW NW, INC.
TRAMMELL CROW OPERATIONS, INC.
TRAMMELL CROW REALTY SERVICES, INC.
TRAMMELL CROW SE, INC.
TRAMMELL CROW SO. CAL., INC.

1

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SCHEDULE 2        PART A

|Stock Issuer |  | Class of
Stock |  | Stock Certificate
Nos. |  | Par Value |  | Number of Shares
|------------ |  | -------------- |  | ---------------------- |  | --------- |  | ----------------
|             |  |                |  |                        |  |           |  |                 

PART B

Limited Partnerships

|(lp or gp) |  | Limited Partnership |  | Percent Interest
|---------- |  | ------------------- |  | ----------------
|None       |  |                     |  |                 

Limited Liability Companies

|Limited Liability Company |  | Percent Interest
|------------------------- |  | ----------------
|None                      |  |                 

1

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EXHIBIT A        PLEDGE AMENDMENT

This Pledge Amendment, dated                        ,
200    , is delivered pursuant toSection 6(c)of
the Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Subsidiary Pledge Agreement dated as of June 28, 2002, between the
undersigned, as a Pledgor, and Bank of America, N.A., as Secured Party (the "Pledge Agreement;" capitalized terms defined therein being used herein as
therein defined), and that the [Pledged Shares / Pledged Interests] listed on this Pledge Amendment shall be deemed to be part of the [Pledged Shares]
[Pledged Interests] and shall become part of the Collateral and shall secure all Secured Obligations.

| |  |    
| |  | ---
| |  |    
| |  | By:
| |  |    
| |  |    
| |  |    

|Stock Issuer |  | Class of
Stock |  | Stock Certificate
Nos. |  | Par Value |  | Number of
Shares
|------------ |  | -------------- |  | ---------------------- |  | --------- |  | ----------------
|             |  |                |  |                        |  |           |  |                 

Limited Partnerships

|(lp or gp) |  | Limited Partnership |  | Percent Interest
|---------- |  | ------------------- |  | ----------------
|None       |  |                     |  |                 

Limited Liability Companies

|Limited Liability Company |  | Percent Interest
|------------------------- |  | ----------------
|None                      |  |                 

1

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EXHIBIT B        FORM OF INSTRUCTION TO REGISTER PLEDGEINSTRUCTION TO REGISTER PLEDGE

,
200 
[NAME OF PARTNERSHIP/LLC]

---

---

Attention:

Ladies
and Gentlemen:

(the
"Registered Owner"), hereby instructs [NAME OF PARTNERSHIP/LLC], a [STATE OF
FORMATION] [TYPE OF ENTITY] (the "Issuer"), to register the pledge of all of the Registered Owner's rights, title,
and interest in and to the Registered Owner's entire [limited/general partner] [membership] interests in the Issuer (the
"Interests"), in favor of Bank of America, N.A. as Administrative Agent (the "Registered Pledges"),
pursuant to the Subsidiary Pledge Agreement dated as of                        , 2002, as it may be amended or restated from time
to time, between the Registered Owner, as a Pledgor, and the Registered
Pledges.

The
Issuer is further instructed by the Registered Owner to promptly inform the Registered Pledges of the registration of this pledge by sending an initial transaction statement to the
Registered Pledges to its office located
at                                         
       ,

Attention:                               
     .

The
Registered Owner hereby warrants that (a) it is an appropriate person to originate this instruction, (b) it is entitled to effect the instruction here given, and
(c) its taxpayer identification number is                        .

| | Very truly yours,
| | -----------------
| |                  
| | By:              
| |                  
| |                  
| |                  

1

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CONSENT OF THE ISSUER

The
Issuer hereby consents and agrees to cause the pledge of the Partnership Interest referenced above to be registered on the books and records of the Issuer.

| |  | [NAME OF PARTNERSHIP/LLC],
a [STATE OF FORMATION] [TYPE OF ENTITY]
| |  | ------------------------------------------------------------------
| |  |                                                                   
| |  | By:                                                               
| |  |                                                                   
| |  |                                                                   
| |  |                                                                   

---

EXHIBIT K        FORM OF OPINION OF VINSON & ELKINS L.L.P.

[TO
BE PROVIDED]

---

SCHEDULE 1.1        APPROVED TAKEOUT PARTIES

NONE

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SCHEDULE 2.1        LENDERS' COMMITMENTS AND PRO RATA SHARES

|Lender                            |       | Commitment |            | Pro Rata Share |         
|--------------------------------- | ----- | ---------- | ---------- | -------------- | --------
|Bank of America, N.A.             |       | $          | 30,000,000 |                | 20.00000
|Fleet National Bank               |       | $          | 30,000,000 |                | 20.00000
|First Tennessee Bank, N.A.        |       | $          | 25,000,000 |                | 16.66667
|U.S. Bank National Association    |       | $          | 20,000,000 |                | 13.33333
|The Bank of Nova Scotia           |       | $          | 20,000,000 |                | 13.33333
|LaSalle Bank National Association |       | $          | 15,000,000 |                | 10.00000
|Union Bank of California, N.A.    |       | $          | 10,000,000 |                | 6.66667 
|                                  |       |            |            |                |         
|                                  | Total |            | $          | 150,000,000    |         
|                                  |       |            |            |                |         

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SCHEDULE 2.2        EXISTING LCS

|Date of
Issuance |  | Expiration
Date |  | L/C
Number |  | Date
Cancelled/
Expired |  | Beneficiary                     |  | L/C Amount |               | Amount
Outstanding
|---------------- |  | --------------- |  | ---------- |  | ----------------------- |  | ------------------------------- |  | ---------- | ------------- | ------------------
|4/9/2001         |  | 10/1/2003       |  | 3036316    |  |                         |  | County of Douglas CO            |  | $          | 60,566.94     |                   
|10/5/1999        |  | 12/1/2002       |  | 941917     |  |                         |  | County of Douglas CO            |  | $          | 138,027.00    |                   
|2/22/2001        |  | 10/1/2002       |  | 3035175    |  |                         |  | County of Douglas CO            |  | $          | 61,926.00     |                   
|7/12/2001        |  | 7/12/2003       |  | 3039168    |  |                         |  | East Whiteland Township         |  | $          | 3,453,600.00  |                   
|8/27/2001        |  | 8/27/2002       |  | 3040215    |  |                         |  | Tredyffrin Township             |  | $          | 1,566,959.25  |                   
|8/27/2001        |  | 8/27/2002       |  | 3040216    |  |                         |  | Tredyffrin Township             |  | $          | 1,215,610.93  |                   
|3/13/2000        |  | 7/1/2003        |  | 3024013    |  |                         |  | City & County of Denver         |  | $          | 77,221.50     |                   
|3/16/2001        |  | 1/15/2003       |  | 3035677    |  |                         |  | County of Arlington VA          |  | $          | 30,400.00     |                   
|10/11/2001       |  | 1/28/2003       |  | 3041137    |  |                         |  | Bank of America (Atwater)       |  | $          | 2,953,375.00  |                   
|4/22/2002        |  | 4/22/2003       |  | 3048146    |  |                         |  | Pacific Employers Insurance Co. |  | $          | 3,550,000.00  |                   
|                 |  |                 |  |            |  |                         |  | Outstanding at 6/25/02          |  |            | 13,107,686.62 |                   

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SCHEDULE 4.1-1        SUBSIDIARIES OF COMPANY

1996
DFW OFFICE, INC.
3865 TCMP VENTURE, LLC
3865 WILSON, L.L.C.
5950 SHERRY LANE LIMITED PARTNER, LTD.
AEW #10 CORPORATION
ATWATER 12 LP
AUSTIN RETAIL INVESTMENT, INC.
BC PLAZA II/III, LTD.
BELLAIRE SHOPPING CENTER ASSOCIATES, L.P.
BEVELAND CORPORATE CENTER LP
BPP-CM, L.P.
BROADVIEW CENTRAL TEXAS, LTD.
BURBANK AIRPORT PLAZA, LLC
BURLESON-STASSNEY LAND II, LTD.
BURLESON-STASSNEY LAND III, LTD.
BURLESON-STASSNEY LAND, LTD.
CH-NORTHWEST PLACE ONE, LTD.
CH-NWP, INC.
COLLINS CROSSING II, LTD.
CONSTRUCTION CORP. OF THE ROCKIES, INC.
CROW ATLANTA DEVELOPMENT-1996, INC.
CROW BROKERAGE COMPANY, INC.
DALLAS/FORT WORTH OFFICE REAL ESTATE INVESTMENTS #1 LIMITED PARTNERSHIP
DALLAS/FORT WORTH OFFICE REAL ESTATE INVESTMENTS, INC.
DALLAS/FORT WORTH REAL ESTATE INVESTMENTS #2, L.P.
DALLAS/FORT WORTH REAL ESTATE INVESTMENTS, INC.
DENALI LLC
EMERALD REAL ESTATE COMPANY
ENTERPRISE BUSINESS PARK D-2, L.P.
ENVIRONMENTAL ASSET SERVICES, INC.
EXPO 2 PARTNERS, LTD.
EXPO LAND, INC.
EXPO MANAGEMENT I, LLC
EXPO MANAGEMENT II, L.L.C.
EXPO MANAGEMENT III, LLC
EXPO PARTNERS I, LTD.
EXPO PARTNERS II, LTD.
EXPO PARTNERS III, LTD.
FAIRWAY CENTRE ASSOCIATES, L.P.
FAIRWAY CENTRE, INC.
FAIRWAY PLAZA ASSOCIATES, L.P.
FREEPORT #2, LP
FREESTANDING PROPERTY FUND I, L.P.
GLASGOW BTS, LLC
GLENDALE AND 91ST AVENUE LLC
GRAND PARKWAY/I-10 ASSOCIATES, L.P.
KANSAS CITY REAL ESTATE BROKERAGE, INC.
KYRENE MESA DEVELOPMENT COMPANY LLC
LAKELINE RETAIL 2000, LTD.
LANDMARK VI INDUSTRIAL CENTER, LTD.
LEEDS CONSTRUCTION SERVICES, INC.
MARSH AT BELMEADE PARTNERS, L.P.
MCCRELESS SQUARE, LTD.
MONTPELIER II, LLC
MT. BAKER LLC
MT. SHASTA LLC

---

NE METRO DEVELOPMENT 2, INC.
NNN CARE EIGHT LLC
NNN CARE ONE LLC
NORTHWOOD GP, LTD.
NORTHWOOD PROPERTIES, LTD.
OLD TOWN DEVELOPMENT COMPANY, LLC
ONE RIVERWALK PLACE, L.L.C.
OREGON OFFICE CONSTRUCTION COMPANY
PRIMEWEST LLC, A TRAMMELL CROW AFFILIATED COMPANY
PROSCENIUM, LLC
QUARRY CROSSING, LTD.
RAINIER LLC
RAVEN CONSTRUCTION, INC.
SPYGLASS CORPORATE SUPPORT SERVICES, INC.
STAC LOUDOUN LAND, LLC
STASSNEY HEIGHTS, LTD.
STM PARTNERS, LTD.
SUBTIER MARSH AT BELMEADE PARTNERS, L.P.
TC 82 INVERNESS LP
TC ARROWPOINT LP
TC ASHBURN LLC
TC ATLANTA DEVELOPMENT, INC.
TC ATLANTA, INC.
TC ATWATER LAND GENERAL PARTNER LP
TC ATWATER LAND LP
TC BALLPARK GP, INC.
TC BELLAIRE SHOPPING CENTER, INC.
TC BEVELAND, INC.
TC BOULDER OFFICE, L.P.
TC BROADWAY TRADE CENTER GP, INC.
TC BROADWAY TRADE CENTER INVESTORS LP
TC BROADWAY TRADE CENTER LP
TC CAMERON DEVELOPMENT LAND LP
TC CAPE WG LP
TC CAROLINAS, INC.
TC CBD DEVELOPMENT, LLC
TC CBD MEMBER, LLC
TC CENTER LLC
TC CHICAGO BROKERAGE, INC.
TC CHICAGO, INC.
TC CONTRACTORS, INC.
TC DALLAS/FORT WORTH INVESTMENT AND DEVELOPMENT, LP
TC DC LAND LP
TC DEERWOOD COMMERCE CENTER LP
TC DENVER TELCO LLC
TC DENVER, INC.
TC DETROIT, INC.
TC ELK GROVE GP, INC.
TC ELK GROVE LP
TC FAIRWAY PLAZA II, LTD.
TC FOREST HILL DEVELOPMENT LP
TC GAMECOCK LP
TC GLENDALE AND 91ST AVENUE LP
TC GRAND PARKWAY GP, INC.
TC HAVEN VILLAGE GP, INC.
TC HAVEN VILLAGE LP

2

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TC HD DEVELOPMENT, LLC
TC HOUSTON TFK, INC.
TC HOUSTON, INC.
TC I-35 OKLAHOMA LLC
TC KANSAS CITY, INC.
TC KEARNY VILLA LP
TC KENTUCKY, INC.
TC KILLEEN MP, LP
TC LAKELAND #1, INC.
TC LAMBERT, INC.
TC LOUISIANA, INC.
TC MERIDIAN TOWER LP
TC MIDATLANTIC DEVELOPMENT, INC.
TC MIDATLANTIC PROPERTIES, INC.
TC MIDATLANTIC, INC.
TC MILWAUKEE, INC.
TC MK, INC.
TC NEW ENGLAND BROKERAGE, INC.
TC NEW ENGLAND, INC.
TC NORTHEAST METRO, INC.
TC NORTHERN CALIFORNIA, INC.
TC NW CROSSING DEVELOPMENT, LTD.
TC OKLAHOMA CITY, INC.
TC PIPELINE, LP
TC PORTLAND, INC.
TC PREMIER ROW HOLDING, INC.
TC RENO, INC.
TC SEABROOK, INC.
TC SEATTLE, INC.
TC SERVICENET, INC.
TC SIERRA BUILDING B, INC.
TC SIERRA BUILDING C, INC.
TC SIERRA BUILDING D, INC.
TC SIERRA BUILDING G, INC.
TC SIERRA CORPORATE CENTER, INC.
TC SIERRA PAD 3, INC.
TC SIERRA TOWN CENTER, INC.
TC SOUTH RIVER OFFICE LLC
TC SPRINGFIELD, LLC
TC ST. LOUIS, INC.
TC STORAGE LLC
TC SUWANEE CREEK, INC.
TC TAMPA GCS, INC.
TC TENNESSEE, INC.
TC TINKER LLC
TC TULSA, INC.
TC WC PARTNERS LP
TC WESTVIEW PLAZA LP
TC WILSONVILLE OFFICE, INC.
TC WOOD VILLAGE, INC.
TCC CONSTRUCTION, INC.
TCC GENERAL AGENCY, INC.
TCC LOUDOUN TELECOM, LLC
TCC MCLEAN PARKING LLC
TCC NNN TRADING, INC.
TCC NORTH FLORIDA DEVELOPMENT #1, INC.

3

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TCC PIPELINE, LLC
TCC PROSCENIUM, INC.
TCC RISK SERVICES, INC.
TCC-BTS #2, INC.
TCC-BTS ALEXANDER POINTE MT, INC.
TCC-BTS CLEVELAND L.L.C
TCC-BTS JUMBO FITNESS, INC.
TCC-BTS LOVELAND OM, INC.
TCC-BTS MIRROR RIDGE MT, INC.
TCC-BTS RIDGE ROCK LP
TCC-BTS ROCK HILL MT, INC.
TCC-BTS VIRGINIA CENTER MT, INC.
TCCNV, INC.
TCCNV, LP
TCC-PB I, LTD.
TCC-PHOENIX, INC.
TCCT #2, INC.
TCCT BROADVIEW GP, LTD.
TCCT DEVELOPMENT #2, INC.
TCCT DEVELOPMENT, INC.
TCCT NW PORTFOLIO, INC.
TCCT REAL ESTATE, INC.
TCCT SAN ANTONIO INVESTMENTS II, INC.
TCCT SAN ANTONIO INVESTMENTS, INC.
TCDFW #1, INC.
TCDFW #2, INC.
TCDFW 1102 FREEWAY, L.P.
TCDFW 161 PIONEER LP
TCDFW 411 WEST SEVENTH LP
TCDFW ACQUISITIONS LP
TCDFW BMOB LP
TCDFW DENTON CANCER CENTER LP
TCDFW DEVELOPMENT #1, INC.
TCDFW DEVELOPMENT, LTD.
TCDFW GSC LP
TCDFW HITACHI BTS LP
TCDFW INDUSTRIAL INVESTMENTS, INC.
TCDFW INVESTMENT AND DEVELOPMENT, INC.
TCDFW LAKEPARK PLAZA, L.P.
TCDFW LCT LP
TCDFW MARSH AT BELMEADE, INC.
TCDFW PEACHTREE LP
TCDFW QUEST, INC.
TCDFW SPOKE LP
TCDFW SUMMIT #1, L.P.
TCDFW VA GP, INC.
TCDFW VA LP
TCDFW, INC.
TCDFW-COLLINS CROSSING, LTD.
TCFP SHOPPING CENTER II, INC.
TCH #2, INC.
TCH TFK, L.P.
TCM 3865, LLC
TCNE ATWATER 12, INC.
TCNE ATWATER LAND GP, INC.
TCNE DEVELOPMENT, INC.

4

---

TCNE-HORIZON, INC.
TCNE-NEBC, INC.
TCNE-USPS, INC.
TC-RIVERSIDE, L.L.C.
TCSE REALTY SERVICES, INC.
TEMPLE RETAIL, LTD.
TFK RETAIL, LTD.
TOOLEY & COMPANY, INC.
TRAMMELL CROW ARROWPOINT, INC.
TRAMMELL CROW ASSET MANAGEMENT, INC.
TRAMMELL CROW ATLANTA DEVELOPMENT, INC.
TRAMMELL CROW AUTOMOTIVE REALTY SERVICES, INC.
TRAMMELL CROW BROKERAGE SERVICES, LTD.
TRAMMELL CROW BTS, INC.
TRAMMELL CROW CAPITAL COMPANY II, INC.
TRAMMELL CROW CAROLINAS DEVELOPMENT, INC.
TRAMMELL CROW CENTRAL TEXAS DEVELOPMENT, INC.
TRAMMELL CROW CENTRAL TEXAS, LTD.
TRAMMELL CROW CHICAGO DEVELOPMENT, INC.
TRAMMELL CROW COMPANYCHILE, INC.
TRAMMELL CROW COMPANYSOUTH AMERICAN HOLDINGS, INC.
TRAMMELL CROW COMPANY CONSTRUCTION SERVICES, INC.
TRAMMELL CROW CONSTRUCTION-ATLANTA, INC.
TRAMMELL CROW CORPORATE SERVICES, INC.
TRAMMELL CROW CUB INVESTMENT, L.L.C.
TRAMMELL CROW DALLAS INDUSTRIAL DEVELOPMENT LIMITED PARTNERSHIP
TRAMMELL CROW DALLAS INDUSTRIAL DEVELOPMENT, INC.
TRAMMELL CROW DALLAS/FORT WORTH REAL ESTATE, LTD.
TRAMMELL CROW DALLAS/FORT WORTH, LTD.
TRAMMELL CROW DEERWOOD COMMERCE CENTER, INC.
TRAMMELL CROW DENVER DEVELOPMENT II, INC.
TRAMMELL CROW DENVER DEVELOPMENT, INC.
TRAMMELL CROW DENVER, INC.
TRAMMELL CROW DETROIT DEVELOPMENT, INC.
TRAMMELL CROW DEVELOPMENT, INC.
TRAMMELL CROW DFW DEVELOPMENT, INC.
TRAMMELL CROW HEALTHCARE SERVICES, INC.
TRAMMELL CROW HIGHER EDUCATION SERVICES, INC.
TRAMMELL CROW HOUSTON DEVELOPMENT, INC.
TRAMMELL CROW HOUSTON, LTD.
TRAMMELL CROW INDIVIDUAL INVESTMENT FUND 1996, L.P.
TRAMMELL CROW INVESTMENT FUND II, L.P.
TRAMMELL CROW INVESTMENT FUND III, L.P.
TRAMMELL CROW INVESTMENTS II, INC.
TRAMMELL CROW INVESTMENTS III, INC.
TRAMMELL CROW KANSAS CITY DEVELOPMENT, INC.
TRAMMELL CROW MEXICO, INC.
TRAMMELL CROW MILWAUKEE DEVELOPMENT, INC.
TRAMMELL CROW NEW ENGLAND DEVELOPMENT, INC.
TRAMMELL CROW NORTHERN CALIFORNIA DEVELOPMENT, INC.
TRAMMELL CROW NW, INC.
TRAMMELL CROW OKC DEVELOPMENT, INC.
TRAMMELL CROW OPERATIONS, INC.
TRAMMELL CROW PHOENIX DEVELOPMENT, INC.
TRAMMELL CROW PORTLAND DEVELOPMENT, INC.
TRAMMELL CROW REAL ESTATE SERVICES, INC.

5

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TRAMMELL CROW REALTY SERVICES, INC.
TRAMMELL CROW REALTY-ATLANTA, INC.
TRAMMELL CROW RENO DEVELOPMENT, INC.
TRAMMELL CROW RETAIL SERVICES, INC.
TRAMMELL CROW RETAIL SERVICES-BROKERAGE, INC.
TRAMMELL CROW SE, INC.
TRAMMELL CROW SEATTLE DEVELOPMENT, INC.
TRAMMELL CROW SO. CAL. COMMERCIAL DEVELOPMENT, INC.
TRAMMELL CROW SO. CAL. DEVELOPMENT, INC.
TRAMMELL CROW SO. CAL. PROPERTIES, INC.
TRAMMELL CROW SO. CAL., INC.
TRAMMELL CROW SOUTH BAY, INC.
TRAMMELL CROW SOUTH FLORIDA DEVELOPMENT, INC.
TRAMMELL CROW SPECIALTY REALTY, INC.
TRAMMELL CROW TENNESSEE DEVELOPMENT, INC.
TRAMMELL CROW TULSA DEVELOPMENT, INC.
TRI-PROPERTIES PROSCENIUM, L.L.C.
USREA, INC.
VAN NUYS INDUSTRIAL CENTER, LLC
WEST OAK CENTER, LTD.
WEST TECH BUSINESS CENTER, LTD.
WEST TECH GP, INC.
WETMORE BUSINESS PARK, LTD.
WETMORE DISTRIBUTION HOLDINGS LP
WETMORE GP, LTD.
WETMORE II GP, INC.
WETMORE PHASE II, LTD.

6

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SCHEDULE 4.1-2        SIGNIFICANT SUBSIDIARIES

TC
ATLANTA, INC.
TC CHICAGO, INC.
TC DENVER, INC.
TC HOUSTON, INC.
TC MIDATLANTIC, INC.
TC NEW ENGLAND BROKERAGE, INC.
TC NEW ENGLAND, INC.
TC NORTHEAST METRO, INC.
TC NORTHERN CALIFORNIA, INC.
TC RENO, INC.
TC SEATTLE, INC.
TC ST. LOUIS, INC.
TC TENNESSEE, INC.
TCC RISK SERVICES, INC.
TCC-PHOENIX, INC.
TCCT REAL ESTATE, INC.
TCDFW, INC.
TOOLEY & COMPANY, INC.
TRAMMELL CROW AUTOMOTIVE REALTY SERVICES, INC.
TRAMMELL CROW CORPORATE SERVICES, INC.
TRAMMELL CROW DEVELOPMENT, INC.
TRAMMELL CROW HEALTHCARE SERVICES, INC.
TRAMMELL CROW HIGHER EDUCATION SERVICES, INC.
TRAMMELL CROW NW, INC.
TRAMMELL CROW OPERATIONS, INC.
TRAMMELL CROW REALTY SERVICES, INC.
TRAMMELL CROW SE, INC.
TRAMMELL CROW SO. CAL., INC.

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SCHEDULE 4.6        LITIGATION

NONE

2

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SCHEDULE 4.11        CERTAIN EMPLOYEE BENEFIT PLANS

NONE

3

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SCHEDULE 4.13        ENVIRONMENTAL MATTERS

NONE

4

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SCHEDULE 6.6        CERTAIN AFFILIATE TRANSACTIONS

NONE

5

---