<PAGE>

                                                                Exhibit 10.11(a)

                                                                  EXECUTION COPY

                          CREDIT SUISSE FIRST BOSTON
                             Eleven Madison Avenue
                               New York, NY 10010


                                                               February 23, 2001

BLUM CB Corp.
In care of RCBA Strategic Partners, L.P.
909 Montgomery Street
San Francisco, CA 94133

Attention of Claus Moller


                                 Project Radio
                $500,000,000 Senior Secured Credit Facilities
                               Commitment Letter

Ladies and Gentlemen:


     You have advised Credit Suisse First Boston ("CSFB") that you intend to
consummate the Recapitalization and the other Transactions (such terms and each
other capitalized term used but not defined herein having the meanings assigned
in the Summary of Principal Terms and Conditions attached hereto as Exhibit A
(the "Term Sheet")).

     You have further advised us that, in connection therewith, the Borrower
will obtain the senior secured credit facilities (the "Facilities") described in
the Term Sheet, in an aggregate principal amount of up to $500,000,000.

     In connection with the foregoing, you have requested that CSFB agree to
structure, arrange and syndicate the Facilities, commit to provide the
Facilities and agree to serve as administrative agent, sole book manager and
sole lead arranger for the Facilities.

     CSFB is pleased to advise you of its commitment to provide the entire
amount of the Facilities, upon the terms and subject to the conditions set forth
or referred to in this commitment letter (the "Commitment Letter") and in the
Term Sheet.

     It is agreed that CSFB will act as the sole and exclusive administrative
agent, sole book manager and sole lead arranger for the Facilities, and that it
will, in such capacities, perform the duties and

<PAGE>

exercise the authority customarily performed and exercised by it in such roles.
You agree that no other titles will be awarded and no compensation (other than
that expressly contemplated by the Term Sheet and the Fee Letter referred to
below) will be paid in connection with the Facilities unless you and we shall so
agree.

     We intend to syndicate the Facilities to a group of financial institutions
(together with CSFB, the "Lenders") identified by us in consultation with you.
We intend to commence syndication efforts promptly upon the execution of this
Commitment Letter, and you agree actively to assist us in completing a
syndication satisfactory to us and you. Such assistance shall include (a) your
using commercially reasonable efforts to ensure that the syndication efforts
benefit materially from your existing lending relationships and, to the extent
reasonably practicable, the existing lending relationships of the Sponsor and
the Borrower, (b) direct contact and meetings between senior management,
representatives and advisors of you and of the Borrower and (i) the proposed
Lenders and (ii) ratings agencies, (c) assistance by you and the Borrower in the
preparation of a Confidential Information Memorandum for the Facilities and
other marketing materials to be used in connection with the syndication and (d)
the conducting, with the assistance of CSFB, of an investor roadshow and of one
or more meetings of prospective Lenders.

     CSFB will manage all aspects of the syndication, including (in consultation
with you) decisions as to the selection of institutions to be approached and
when they will be approached, when their commitments will be accepted, which
institutions will participate (subject to your approval, which will not be
unreasonably withheld), the allocation of the commitments among the Lenders and
the amount and distribution of fees among the Lenders. To assist us in our
syndication efforts, you agree promptly to prepare and provide (or to use
commercially reasonable efforts to cause the Borrower to provide) to us all
information with respect to the Borrower and its subsidiaries, the Transactions
and the other transactions contemplated hereby, including all financial
information and projections (the "Projections"), as we may reasonably request.
You hereby represent and covenant that, to the best of your knowledge, (a) all
information other than the Projections (the "Information") that has been or will
be made available to CSFB by you or any of your representatives in connection
with the Transactions is or will be, when furnished, complete and correct in all
material respects and does not or will not, when furnished, contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, taken as a whole, not materially
misleading in light of the circumstances under which such statements are made
and (b) the Projections that have been or will be made available to CSFB by you
or any of your representatives have been or will be prepared in good faith based
upon assumptions that, taken as a whole, are reasonable at the time made and at
the time the related Projections are

                                      -2-
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made available to CSFB (although no representation is made that the Projections
will be achieved). You agree that if at any time prior to the closing of the
Facilities any of the representations in the preceding sentence would be
incorrect if the Information and Projections were being furnished, and such
representations were being made, at such time, then you will promptly supplement
(or cause the Borrower to supplement) the Information and the Projections so
that such representations will be correct under those circumstances. In
arranging and syndicating the Facilities, we will be entitled to use and rely
primarily on the Information and the Projections without responsibility for
independent verification thereof.

     As consideration for CSFB's commitment hereunder and agreement to perform
the services described herein, you agree to pay (or to cause the Borrower to
pay) to CSFB the fees set forth in the Term Sheet and in the Fee Letter dated
the date hereof and delivered herewith with respect to the Facilities (the "Fee
Letter").

     The commitment of CSFB hereunder and their agreements to perform the
services described herein are subject to (a) the Board of Directors of the
Borrower approving and recommending the Merger to the stockholders of the
Borrower, (b) our not having discovered or otherwise become aware of any
information not previously disclosed to us or not in the public domain that we
believe to be inconsistent in a material and adverse manner with our
understanding, based on the information, taken as a whole, provided to us prior
to the date hereof, of the business, assets, operations or condition (financial
or otherwise) of the Borrower and its subsidiaries, taken as a whole, (c) there
not having occurred any event, change or condition that has had or could
reasonably be expected to have a material adverse effect on the business,
assets, operations or condition (financial or otherwise) of the Borrower and its
subsidiaries, taken as a whole, since December 31, 1999, (d) there not having
occurred after the date hereof a material disruption of, or material adverse
change in, financial, banking or capital market conditions that in our
reasonable good faith judgment could adversely affect the syndication of the
Facilities, (e) our reasonable satisfaction that, prior to and during the
syndication of the Facilities, there shall be no competing issues of debt
securities or commercial bank or other credit facilities of the Borrower or its
subsidiaries being offered, placed or arranged, (f) the negotiation, execution
and delivery of definitive documentation with respect to the Facilities
satisfactory to CSFB and its counsel, (g) CSFB's having been afforded a period
of not less than 25 business days from the distribution of the Confidential
Information Memorandum to potential syndicate members to syndicate the
Facilities and (h) the other conditions set forth in the Term Sheet or in
Exhibit B hereto. The terms and conditions of our commitments hereunder and of
the Facilities are not limited to those set forth herein and in the Term Sheet
and such Exhibit. Those matters that are not covered by or made clear under the

                                      -3-
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provisions hereof and of the Term Sheet and such Exhibit are subject to the
approval and agreement of CSFB and the Borrower.

     You agree (a) to indemnify and hold harmless CSFB and its affiliates and
their respective officers, directors, employees, agents and controlling persons
from and against any and all actual losses, claims, damages, liabilities and
expenses, joint or several, to which any such persons may become subject arising
out of or in connection with this Commitment Letter, the Fee Letter, the Term
Sheet, the Transactions, the Facilities or any related transaction or any claim,
litigation, investigation or proceeding relating to any of the foregoing,
regardless of whether any of such indemnified persons is a party thereto, and to
reimburse each of such indemnified persons upon demand for the reasonable legal
or other out-of-pocket expenses incurred in connection with investigating or
defending any of the foregoing, provided that the foregoing indemnity will not,
as to any indemnified person, apply to losses, claims, damages, liabilities or
related expenses to the extent they are found in a final judgment of a court to
have resulted from the willful misconduct or gross negligence of such
indemnified person, and (b) to reimburse CSFB at the closing or, if the
Recapitalization shall not be consummated and you or any of your affiliates
shall receive any compensation in the nature of a break-fee, expense
reimbursement or similar payment, upon presentation of a summary statement, for
all reasonable out-of-pocket expenses (including but not limited to expenses of
CSFB's due diligence investigation, fees of consultants approved by you,
syndication expenses, travel expenses and reasonable fees, disbursements and
other charges of a single outside counsel in each relevant jurisdiction), in
each case incurred in connection with the Facilities and the preparation of this
Commitment Letter, the Term Sheet, the Fee Letter, the definitive documentation
for the Facilities and any security arrangements in connection therewith;
provided that, if the Recapitalization shall not be consummated, your
reimbursement obligations pursuant to this clause (b) shall not exceed the
difference between the amount of such break-fee, expense reimbursement or other
similar payment less the amount of your unreimbursed out-of-pocket costs
relating to the Transactions. Notwithstanding any other provision of this
Commitment Letter, no indemnified person shall be liable for any indirect or
consequential damages in connection with its activities related to the
Facilities.

     You acknowledge that CSFB may be providing debt financing, equity capital
or other services (including financial advisory services) to other companies in
respect of which you may have conflicting interests regarding the transactions
described herein and otherwise. CSFB will not use confidential information
obtained from you by virtue of the transactions contemplated by this Commitment
Letter or its other relationships with you in connection with the performance by
CSFB of services for other companies, and CSFB will not furnish any such
information to other companies.  You also acknowledge that CSFB has no
obligation to use in connection with the

                                      -4-

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transactions contemplated by this Commitment Letter, or to furnish to you,
confidential information obtained by CSFB from other companies.

     This Commitment Letter and CSFB's commitment hereunder shall not be
assignable by you without the prior written consent of CSFB (and any attempted
assignment without such consent shall be null and void), is intended to be
solely for the benefit of the parties hereto (and indemnified persons), is not
intended to confer any benefits upon, or create any rights in favor of, any
person other than the parties hereto (and indemnified persons) and is not
intended to create a fiduciary relationship between the parties hereto. CSFB may
assign its commitment hereunder to any of its affiliates or any Lender. Any such
assignment to an affiliate will not relieve CSFB from any of its obligations
hereunder unless and until such affiliate shall have funded the portion of the
commitment so assigned. Any assignment to a Lender shall be subject to your
written consent (which shall not be unreasonably withheld) and shall release
CSFB from the portion of its commitment hereunder so assigned; provided that
such assignee agrees in writing to be bound by the terms hereof and the Fee
Letter. This Commitment Letter may not be amended or any provision hereof waived
or modified except by an instrument in writing signed by CSFB and you. This
Commitment Letter may be executed in any number of counterparts, each of which
shall be an original and all of which, when taken together, shall constitute one
agreement. Delivery of an executed counterpart of a signature page of this
Commitment Letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. This Commitment Letter and the Fee Letter
are the only agreements that have been entered into between us with respect to
the Facilities and set forth the entire understanding of the parties with
respect thereto. This Commitment Letter shall be governed by, and construed in
accordance with, the laws of the State of New York.

     EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY
PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF
SERVICES HEREUNDER.

     This Commitment Letter is delivered to you on the understanding that
neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of
their terms or substance shall be disclosed, directly or indirectly, to any
other person except (a) to the directors, officers, employees, attorneys,
accountants and advisors on a confidential and need-to-know basis of RCBA
Strategic Partners, L.P. (as well as its partners and members), the other
investors and BLUM CB Corp. or (b) as required by applicable law or compulsory
legal process (in which case you agree to inform us promptly thereof); provided
that you may disclose this Commitment Letter, the Term Sheet and the contents
hereof and thereof (but not the Fee Letter or the contents thereof) (i) to the
Borrower and its attorneys, accountants and

                                      -5-

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advisors, on a confidential and need-to-know basis and (ii) in any public filing
relating to the Merger.

     CSFB shall use all confidential information provided to CSFB by or on
behalf of you hereunder solely for the purpose of providing the services which
are the subject of this Commitment Letter and shall treat confidentially all
such information; provided, however, that nothing herein shall prevent CSFB from
disclosing any such information (a) pursuant to the order of any court or
administrative agency or in any pending legal or administrative proceeding, or
otherwise as required by applicable law or compulsory legal process (in which
case CSFB agrees to inform you promptly thereof), (b) upon the request or demand
of any regulatory authority having jurisdiction over CSFB or any of its
affiliates (in which case CSFB agrees to inform you promptly thereof), (c) to
the extent that such information becomes publicly available other than by reason
of improper disclosure by CSFB, (d) to CSFB's employees, legal counsel,
independent auditors and other experts or agents who need to know such
information and are informed of the confidential nature of such information, (e)
to any affiliate of CSFB (with CSFB being responsible for its affiliates'
compliance with this paragraph) or (f) for purposes of establishing a "due
diligence" defense.

     The compensation, reimbursement, indemnification and confidentiality
provisions contained herein and in the Fee Letter shall remain in full force and
effect regardless of whether definitive financing documentation shall be
executed and delivered and notwithstanding the termination of this Commitment
Letter or CSFB's commitment hereunder; provided that your obligations under this
Commitment Letter (other than those relating to confidentiality and to the
syndication of the Facilities), shall automatically terminate and be superseded
by the definitive documentation relating to the Facilities upon the initial
funding thereunder, and you shall be released from all liability in connection
therewith at such time.

     If the foregoing correctly sets forth our agreement, please indicate your
acceptance of the terms hereof and of the Term Sheet and the Fee Letter by
returning to us executed counterparts hereof and of the Fee Letter and the
Backstop Letter of even date herewith with the Sponsor not later than 5:00 p.m.,
New York City time, on February 23, 2001. CSFB's commitment hereunder and
agreements contained herein will expire at such time in the event that CSFB has
not received such executed counterparts in accordance with the immediately
preceding sentence. In the event that the initial borrowing in respect of the
Facilities does not occur on or before July 20, 2001, then this Commitment
Letter and CSFB's commitment and undertakings hereunder shall automatically
terminate unless CSFB shall, in its discretion, agree to an extension. Before
such date, CSFB may terminate this Commitment Letter if any event occurs or
information becomes available that results in the failure to satisfy any
condition precedent set forth herein, in the Term

                                      -6-
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Sheet or in Exhibit B hereto; provided that such failure could not reasonably be
expected to be cured prior to the expiration of this Commitment Letter.

                                      -7-

<PAGE>


     CSFB is pleased to have been given the opportunity to assist you in
connection with the financing for the Recapitalization.

                                      Very truly yours,

                                      CREDIT SUISSE FIRST BOSTON,

                                      by /s/ Bruce King
                                         ------------------------------
                                         Name: Bruce King
                                         Title: Managing Director

                                      by /s/ Cristopher Conningham
                                         ------------------------------
                                         Name: Cristopher Conningham
                                         Title: Managing Director



Accepted and agreed to as of
the date first above written:

BLUM CB CORP.,

by /s/ Claus Moller
   --------------------------------
   Name: Claus Moller
   Title:

                                      -8-

<PAGE>

                                 Project Radio
                 $500,000,000 Senior Secured Credit Facilities
                   Summary of Principal Terms and Conditions


Borrower:                        CB Richard Ellis Services, Inc., a Delaware
                                 corporation (the "Borrower").


Transactions:                    A Delaware corporation ("Holdings") to be
                                 formed by RCBA Strategic Partners, L.P. (the
                                 "Sponsor") and certain other investors
                                 (together with the Sponsor, the "Investors")
                                 intends to acquire all the capital stock of the
                                 Borrower pursuant to an agreement and plan of
                                 merger (the "Merger Agreement") to be entered
                                 into among Holdings, a wholly owned subsidiary
                                 of Holdings ("Merger Sub") and the Borrower.
                                 Pursuant to the Merger Agreement, Merger Sub
                                 will merge (the "Merger") with and into the
                                 Borrower, with the Borrower being the surviving
                                 corporation in the merger. In connection with
                                 the Merger (a) the Investors will contribute to
                                 Holdings an aggregate amount of total equity
                                 (in the form of cash or rollover equity) of not
                                 less than $235,000,000 (such amount not to
                                 include the proceeds of the senior unsecured
                                 notes described in (c) below), with not less
                                 than approximately $98,800,000 of such amount
                                 being in the form of new common equity
                                 contributed in cash by the Investors and
                                 certain employees and members of management of
                                 the Borrower to Holdings as common equity, (b)
                                 Holdings will contribute the amount of cash
                                 equity so received to Merger Sub as cash common
                                 equity in exchange for the issuance to Holdings
                                 of all the common stock of Merger Sub, and (c)
                                 Holdings will issue $75,000,000 in aggregate
                                 principal amount of its new 16% senior
                                 unsecured notes (the "Notes") in a private
                                 placement and will contribute the amount so
                                 received to Merger Sub as cash common equity
                                 (the equity contributions described in clauses
                                 (a), (b), and (c) being referred to herein
                                 collectively as the "Cash Equity
                                 Contribution"). In connection with the Merger,
                                 (a) the existing stockholders of the Borrower
                                 (other than the Investors) will receive
                                 aggregate merger consideration of approximately
                                 $348,700,000 (consisting of cash

<PAGE>

                                 and/or "rollover" equity of Holdings) and (b)
                                 certain long-term debt of the Borrower and its
                                 subsidiaries in an aggregate amount of
                                 approximately $21,200,000 related to various
                                 financings (the "Existing Seller Notes") will
                                 remain outstanding; provided that,the Investors
                                 will contribute additional cash, if necessary,
                                 to ensure that the total equity is not less
                                 than $235,000,000. Holdings may increase the
                                 amount of common equity invested in Merger Sub
                                 to replace an equivalent amount of debt
                                 financing. The foregoing transactions are
                                 collectively referred to herein as the
                                 "Recapitalization". After giving effect to the
                                 Recapitalization, the outstanding capital stock
                                 of the Borrower will be beneficially owned
                                 approximately 42% by the Sponsor and 58% by the
                                 other Investors.

                                 In connection with the Recapitalization, (a)
                                 the Borrower will repay all amounts outstanding
                                 under, and will terminate, its existing credit
                                 agreement dated as of May 20, 1998 (the
                                 "Existing Credit Agreement"), with Bank of
                                 America, N.A. and a syndicate of lenders, (b)
                                 the Borrower will tender to repurchase (the
                                 "Debt Tender Offer") 100% of its outstanding 8-
                                 7/8% senior subordinated notes due 2006 (the
                                 "Existing Subordinated Notes" and, together
                                 with the Existing Credit Agreement, the
                                 "Existing Debt") and will seek the consent (the
                                 "Consent Solicitation") of the holders thereof
                                 to amend the indenture relating thereto to
                                 remove the covenants and restrictions therein
                                 that would prevent the Transactions (as defined
                                 below), (c) the Borrower will obtain the senior
                                 secured credit facilities described below under
                                 the caption "Facilities", and (d) fees and
                                 expenses incurred in connection with the
                                 foregoing will be paid. The transactions
                                 described in this paragraph, together with the
                                 Recapitalization, are collectively referred to
                                 herein as the "Transactions".

Sources and Uses:                The approximate sources and uses of the funds
                                 necessary to consummate the Transactions are
                                 set forth in Exhibit C to the Commitment
                                 Letter.

                                      -2-

<PAGE>


Administrative Agent:           Credit Suisse First Boston ("CSFB") will act as
                                sole and exclusive administrative agent and
                                collateral agent (collectively, the "Agent") for
                                a syndicate of financial institutions (together
                                with CSFB, the "Lenders"), and will perform the
                                duties customarily associated with such roles.

Book Manager and Sole           CSFB will act as sole and exclusive book manager
Lead Arranger:                  and sole lead arranger for the Facilities (the
                                "Arranger"), and will perform the duties
                                customarily associated with such roles.

Facilities:                (A)  Two Senior Secured Term Loan Facilities in an
                                aggregate principal amount of up to $400,000,000
                                (the "Term Facilities"), such aggregate
                                principal amount to be allocated between (i) a
                                Tranche A Term Loan Facility in an aggregate
                                principal amount of $150,000,000 (the "Tranche A
                                Facility") and (ii) a Tranche B Term Loan
                                Facility in an aggregate principal amount of
                                $250,000,000 (the "Tranche B Facility").

                           (B)  A Senior Secured Revolving Credit Facility in an
                                aggregate principal amount of up to $100,000,000
                                (the "Revolving Facility" and, together with the
                                Term Facilities, the "Facilities"), of which up
                                to an amount to be agreed upon will be available
                                in the form of letters of credit.

                                In connection with the Revolving Facility, CSFB
                                will make available to the Borrower a swingline
                                facility under which the Borrower may make
                                short-term borrowings of up to an aggregate
                                amount to be agreed upon. Except for purposes of
                                calculating the commitment fee referred to
                                below, any such swingline loans will reduce
                                availability under the Revolving Facility on a
                                dollar-for-dollar basis. Each Lender under the
                                Revolving Facility will, promptly upon request
                                by CSFB, fund to CSFB its pro rata share of any
                                swingline borrowings.

Purpose:                   (A)  The proceeds of the Term Facilities will be used
                                by the Borrower, on the date of the initial
                                borrowing under the Facilities (the "Closing
                                Date"), together with the Cash Equity
                                Contribution, solely (a) to pay the cash
                                consideration payable in the Recapitalization,

                                      -3-

<PAGE>

                                (b) to refinance the Existing Debt, (c) to pay
                                related fees and expenses and (d) to provide for
                                working capital and other general corporate
                                purposes.

                           (B)  The proceeds of loans under the Revolving
                                Facility will be used by the Borrower solely for
                                working capital and other general corporate
                                purposes.

                           (C)  Letters of credit will be used by the Borrower
                                solely for working capital and other general
                                corporate purposes.

Availability:              (A)  The full amount of the Term Facilities must be
                                drawn in a single drawing on the Closing Date.
                                Amounts borrowed under the Term Facilities that
                                are repaid or prepaid may not be reborrowed.

                           (B)  Loans under the Revolving Facility will be
                                available on and after the Closing Date and at
                                any time prior to the final maturity of the
                                Revolving Facility, in minimum principal amounts
                                to be agreed upon. Amounts repaid under the
                                Revolving Facility may be reborrowed.

Interest Rates and Fees:        As set forth on Annex I hereto.


Default Rate:                   The applicable interest rate plus 2% per annum.


Letters of Credit:              Letters of credit under the Revolving Facility
                                will be issued by CSFB or one of its affiliates
                                (the "Issuing Bank"). Each letter of credit
                                shall expire not later than the earlier of (a)
                                12 months after its date of issuance and (b) the
                                fifth business day prior to the final maturity
                                of the Revolving Facility.

                                Drawings under any letter of credit shall be
                                reimbursed by the Borrower on the same business
                                day. To the extent that the Borrower does not
                                reimburse the Issuing Bank on the same business
                                day, the Lenders under the Revolving Facility
                                shall be irrevocably obligated to reimburse the
                                Issuing Bank pro rata based upon their
                                respective Revolving Facility commitments.

                                      -4-

<PAGE>


                                The issuance of all letters of credit shall be
                                subject to the customary procedures of the
                                Issuing Bank.

Final Maturity             (A)  Tranche A Facility
and Amortization:

                                The Tranche A Facility will mature on the sixth
                                anniversary of the Closing Date, and will
                                amortize in equal quarterly installments in the
                                following annual amounts:

                                Year                    Annual Amortization

                                1                           $22,500,000
                                2                           $22,500,000
                                3                           $26,250,000
                                4                           $26,250,000
                                5                           $26,250,000
                                6                           $26,250,000

                           (B)  Tranche B Facility

                                The Tranche B Facility will mature on the
                                seventh anniversary of the Closing Date, and
                                will amortize in equal quarterly installments in
                                an annual amount equal to 1% of the outstanding
                                principal amount on the Closing Date of such
                                Facility, with the balance due and payable at
                                the final maturity.

                           (C)  Revolving Facility

                                The Revolving Facility will mature on the sixth
                                anniversary of the Closing Date.

Guarantees:                     All obligations of the Borrower under the
                                Facilities and under any interest rate
                                protection or other hedging arrangements entered
                                into with a Lender or any affiliate thereof
                                ("Hedging Arrangements") will be unconditionally
                                guaranteed (the "Guarantees") by Holdings and by
                                each existing and subsequently acquired or
                                organized domestic subsidiary of the Borrower.

Security                        The Facilities, the Guarantees and any Hedging
                                Arrangements will be secured initially by all
                                accounts receivable, cash, general intangibles,
                                investment property, intellectual property and

                                      -5-

<PAGE>


                                capital stock of or owned by the Borrower and
                                each existing and subsequently acquired or
                                organized domestic subsidiary of the Borrower
                                (collectively, including the proceeds thereof,
                                the "Collateral"); provided that neither the
                                Borrower nor any domestic subsidiary shall be
                                required to pledge more than 65% of the voting
                                stock of any foreign subsidiary. In addition,
                                the Borrower and its domestic subsidiaries will
                                be required to grant liens in respect of
                                material property (including mortgages on any
                                material real property) acquired after the
                                Closing Date, subject to exceptions for any such
                                property subject to a lien permitted by the
                                definitive credit documentation and other
                                exceptions to be agreed upon.

                                All the above-described security interests shall
                                be created on terms, and pursuant to
                                documentation, reasonably satisfactory to the
                                Lenders, and none of the Collateral shall be
                                subject to any other liens, except permitted
                                liens to be agreed upon.

Mandatory Prepayments:          Loans under the Term Facilities shall be prepaid
                                with (a) 75% of Excess Cash Flow (to be defined,
                                but such definition shall allow for co-
                                investments and acquisitions customary in the
                                real estate services industry) for each fiscal
                                year of the Borrower, which shall be reduced to
                                50% of Excess Cash Flow for any fiscal year if
                                the ratio of Total Debt to EBITDA at the end of
                                such fiscal year was less than 2 to 1, (b) 100%
                                of the net cash proceeds of all non-ordinary
                                course asset sales or other dispositions of
                                property by the Borrower and its subsidiaries
                                (including insurance and condemnation proceeds),
                                subject to baskets and reinvestment provisions
                                to be agreed upon, (c) 100% of the net cash
                                proceeds of issuances of debt obligations of
                                Holdings and its subsidiaries (other than debt
                                obligations of L.J. Melody and non-recourse debt
                                obligations incurred in the establishment or
                                operation of joint ventures for which special
                                purpose subsidiaries of the Borrower are general
                                partners) and (d) 100% of the net cash proceeds
                                of issuances of equity securities of Holdings
                                and its subsidiaries, in each case subject to
                                exceptions to be agreed upon, including

                                      -6-







<PAGE>


                                   exceptions for the sale of interests in
                                   certain offices of the Borrower or its
                                   subsidiaries to employees and joint venture
                                   partners.


                                   The above-described mandatory prepayments
                                   shall be allocated between the Term
                                   Facilities pro rata, subject to the
                                   provisions Within each Term Facility,
                                   mandatory prepayments shall be applied pro
                                   rata to the remaining amortization payments
                                   under such Term Facility.

Special Application Provisions:    Holders of loans under the Tranche B
                                   Facility may, so long as loans are
                                   outstanding under the Tranche A Facility,
                                   decline to accept any mandatory prepayment
                                   described above and, under such
                                   circumstances, all amounts that would
                                   otherwise be used to prepay loans under the
                                   Tranche B Facility shall be used to prepay
                                   loans under the Tranche A Facility pro rata.

Voluntary Prepayments and          Voluntary reductions of the unutilized
Reductions in Commitments:         portion of the Facilities commitments and
                                   prepayments of borrowings will be permitted
                                   at any time, in minimum principal amounts to
                                   be agreed upon, without premium or penalty,
                                   subject to reimbursement of the Lenders'
                                   redeployment costs in the case of a
                                   prepayment of Adjusted LIBOR borrowings
                                   other than on the last day of the relevant
                                   interest period. All voluntary prepayments
                                   of the Term Facilities will be allocated pro
                                   rata between the Term Facilities and applied
                                   first to the scheduled installments of
                                   principal under each Term Facility coming
                                   due within the next 12 months and then pro
                                   rata to the remaining scheduled installments
                                   of principal under each Term Facility.


Representations and Warranties:    Usual for facilities and transactions of this
                                   type to be agreed upon by the Borrower and
                                   the Agent (the Borrower's agreement not to be
                                   unreasonably withheld), with materiality and
                                   other customary limitations and exceptions to
                                   be agreed upon, including accuracy of
                                   financial statements and other information;
                                   no material adverse change; absence of
                                   litigation; no violation of agreements or
                                   instruments; compliance with laws (including

                                      -7-

<PAGE>

                                     ERISA, margin regulations and environmental
                                     laws); payment of taxes; ownership of
                                     properties; inapplicability of the
                                     Investment Company Act and the Public
                                     Utility Holding Company Act; solvency;

                                     effectiveness of governmental approvals;
                                     labor matters; environmental matters; and
                                     validity, priority and perfection of
                                     security interests in the Collateral.

Conditions Precedent                 Usual for facilities and transactions of
to Initial Borrowing:                this type to be agreed upon by the Borrower
                                     and the Agent, including delivery of
                                     satisfactory legal opinions; first-priority
                                     perfected security interests in the
                                     Collateral (free and clear of all liens);
                                     execution of the Guarantees, which shall be
                                     in full force and effect; accuracy of
                                     representations and warranties in all
                                     material respects; absence of defaults,
                                     prepayment events or creation of liens
                                     under debt instruments or other agreements;
                                     evidence of authority; payment of fees and
                                     expenses; and obtaining of reasonably
                                     satisfactory insurance.


                                     The initial borrowing under the Facility
                                     will also be subject to the conditions
                                     precedent set forth on Exhibit B to the
                                     Commitment Letter.



Conditions Precedent to              Delivery of notice, accuracy of
all Borrowings:                      representations and warranties in all
                                     material respects and absence of defaults.


Affirmative Covenants:               Usual for facilities and transactions of
                                     this type to be agreed upon by the Borrower
                                     and the Agent (the agreement of the
                                     Borrower not to be unreasonably withheld)
                                     (to be applicable to Holdings, the Borrower
                                     and its subsidiaries), with materiality and
                                     other customary limitations and exceptions
                                     to be agreed upon, including maintenance of
                                     corporate existence and rights; performance
                                     of obligations; delivery of financial
                                     statements and other financial information;
                                     delivery of notices of default, litigation
                                     and material adverse change; maintenance of
                                     properties in good working order;
                                     maintenance of reasonably satisfactory
                                     insurance; compliance with laws; inspection
                                     of books and properties; further
                                     assurances; and payment of taxes.

                                      -8-

<PAGE>

Negative Covenants:                Usual for facilities and transactions of
                                   this type to be agreed upon by the Borrower
                                   and the Agent (the agreement of the Borrower
                                   not to be unreasonably withheld) (to be
                                   applicable to Holdings, the Borrower and its
                                   subsidiaries), with exceptions and baskets to
                                   be agreed upon (including baskets to be
                                   agreed upon in the indebtedness, liens, asset
                                   sales, debt prepayments and investment
                                   covenants for L. J. Melody and for
                                   investments by the Borrower and its
                                   subsidiaries in real estate funds (including
                                   U.S. and foreign joint ventures) and the
                                   incurrence of non-recourse debt), including,
                                   without limitation, limitations on dividends
                                   on, and redemptions and repurchases of,
                                   capital stock; limitations on prepayments,
                                   redemptions and repurchases of debt (other
                                   than loans under the Facilities); limitations
                                   on liens and sale-leaseback transactions;
                                   limitations on loans and investments (subject
                                   to the exceptions described above);
                                   limitations on debt and hedging arrangements;
                                   limitations on mergers, acquisitions and
                                   asset sales (subject to exceptions to be
                                   mutually agreed with respect to L.J. Melody
                                   and joint ventures); limitations on
                                   transactions with affiliates; limitations on
                                   changes in business conducted by the Borrower
                                   and its subsidiaries; limitations on
                                   amendments of material debt and other
                                   material agreements; and limitations on
                                   capital expenditures.

                                   Notwithstanding the foregoing, so long as at
                                   the time thereof and after giving pro forma
                                   effect thereto no default shall have occurred
                                   and be continuing or would result therefrom,
                                   the Borrower may pay cash dividends to
                                   Holdings to the extent necessary to allow
                                   Holdings to pay interest on the Notes when
                                   and as due.

Selected Financial Covenants:      (a) Maximum ratios of Total Debt to EBITDA,
                                   (b) minimum interest coverage ratios and (c)
                                   minimum fixed charge coverage ratios (with
                                   financial definitions to be agreed upon).
                                   Indicative covenant levels are included on
                                   Annex II attached hereto.

Events of Default:                Usual and customary for facilities and
                                  transactions of this type to be agreed upon by
                                  the

                                      -9-

<PAGE>

                                             Borrower and the Agent (the
                                             agreement of the Borrower not to be
                                             unreasonably withheld), with grace
                                             periods and materiality thresholds
                                             to be agreed upon where
                                             appropriate, including, without
                                             limitation, nonpayment of principal
                                             or interest, violation of
                                             covenants, incorrectness of
                                             representations and warranties in
                                             any material respect, cross default
                                             and cross acceleration, bankruptcy,
                                             material judgments, ERISA, actual
                                             or asserted invalidity of
                                             guarantees or security documents
                                             and Change in Control (to be
                                             defined).

Voting:                                      Amendments and waivers of the
                                             definitive credit documentation
                                             will require the approval of
                                             Lenders holding more than 50% of
                                             the aggregate amount of the loans
                                             and commitments under the
                                             Facilities, except that the consent
                                             of each Lender adversely affected
                                             thereby shall be required with
                                             respect to, among other things, (a)
                                             increases in the commitment of such
                                             Lender, (b) reductions of
                                             principal, interest or fees, (c)
                                             extensions of final maturity or
                                             scheduled amortization and (d)
                                             releases of guarantors or all or
                                             any substantial part of the
                                             Collateral (other than in
                                             connection with any sale of
                                             Collateral permitted by the
                                             definitive credit documentation).

Cost and Yield Protection:                   Usual for facilities and
                                             transactions of this type.

Assignments and Participations:              The Lenders will be permitted to
                                             assign loans and commitments to
                                             other Lenders (or their affiliates)
                                             without restriction, or to other
                                             financial institutions with the
                                             consent of the Borrower and the
                                             Agent, in each case not to be
                                             unreasonably withheld. Each
                                             assignment (except to other Lenders
                                             or their affiliates) will be in a
                                             minimum amount of $1,000,000. The
                                             Agent will receive a processing and
                                             recordation fee of $3,500, payable
                                             by the assignor and/or the
                                             assignee, with each assignment.
                                             Assignments will be by novation and
                                             will not be required to be pro rata
                                             among the Facilities.

                                             The Lenders will be permitted to
                                             participate loans and
                                             commitments without restriction
                                             to other financial institutions.
                                             Voting rights of

                                     -10-

<PAGE>

                                    participants shall be limited to matters in
                                    respect of (a) increases in commitments, (b)
                                    reductions of principal, interest or fees,
                                    (c) extensions of final maturity or
                                    scheduled amortization and (d) releases of
                                    guarantors or all or any substantial part of
                                    the Collateral (other than in connection
                                    with any sale or collateral permitted by the
                                    definitive credit documentation).
                                    Participants shall not be entitled to any
                                    increased costs in excess of that to which
                                    the selling Lender would be entitled.

Expenses and Indemnification:       The Borrower will indemnify the Arranger,
                                    the Agent and the other Lenders and hold
                                    them harmless from and against all costs,
                                    expenses (including reasonable fees,
                                    disbursements and other charges of one
                                    counsel in each relevant jurisdiction) and
                                    liabilities of the Arranger, the Agent and
                                    the other Lenders arising out of or relating
                                    to any claim or any litigation or other
                                    proceeding (regardless of whether the
                                    Arranger, the Agent or any other Lender is a
                                    party thereto but excluding any such claim,
                                    litigation or proceeding brought by a Lender
                                    against any other Lender (other than an
                                    agent or arranger in its capacity as such))
                                    that relates to the Transactions, including
                                    the financing contemplated hereby, the
                                    Recapitalization or any transactions
                                    connected therewith, provided that none of
                                    the Arranger, the Agent or any other Lender
                                    will be indemnified for any cost, expense or
                                    liability to the extent determined in the
                                    final judgment of a court of competent
                                    jurisdiction to have resulted from its gross
                                    negligence or willful misconduct. In
                                    addition, all reasonable out-of-pocket
                                    expenses of the Lenders for enforcement
                                    costs (including reasonable fees,
                                    disbursements and other charges of counsel)
                                    and documentary taxes associated with the
                                    Facilities are to be paid by the Borrower.

Governing Law and Forum:            New York.

Counsel to Agent and Arranger:      Cravath, Swaine & Moore.

                                     -11-

<PAGE>

                                                                         ANNEX I
                                                                    to Exhibit A

Interest Rates:                     The interest rates under the Facilities
                                    will be as follows:

                                    Revolving Facility and Tranche A Facility

                                    At the Borrower's option, Adjusted LIBOR
                                    plus 3.25% or ABR plus 2.25%.

                                    Tranche B Facility

                                    At the Borrower's option, Adjusted LIBOR
                                    plus 3.75% or ABR plus 2.75%.

                                    All Facilities

                                    The Borrower may elect interest periods of
                                    1, 2, 3 or 6 months (or, if agreed to by all
                                    the Lenders participating therein, 9 or 12
                                    months) for Adjusted LIBOR borrowings.

                                    Calculation of interest shall be on the
                                    basis of the actual days elapsed in a year
                                    of 360 days (or 365 or 366 days, as the case
                                    may be, in the case of ABR loans based on
                                    the Prime Rate) and interest shall be
                                    payable at the end of each interest period
                                    and, in any event, at least every 3 months.

                                    ABR is the Alternate Base Rate, which is the
                                    higher of CSFB's Prime Rate and the Federal
                                    Funds Effective Rate plus 1/2 of 1%.

                                    Adjusted LIBOR will at all times include
                                    statutory reserves.

Letter of Credit Fee:               A per annum fee equal to the spread over
                                    Adjusted LIBOR under the Revolving Facility
                                    will accrue on the aggregate face amount of
                                    outstanding letters of credit under the
                                    Revolving Facility, payable in arrears at
                                    the end of each quarter and upon the
                                    termination of the Revolving Facility, in
                                    each case for the actual number of days
                                    elapsed over a 360-day year. Such fees shall
                                    be distributed to the Lenders participating
                                    in the Revolving Facility pro rata in
                                    accordance with the amount of each such
                                    Lender's Revolving Facility commitment. In
                                    addition, the Borrower shall pay to
<PAGE>


                                    the Issuing Bank, for its own account, (a) a
                                    fronting fee equal to a percentage per annum
                                    to be agreed upon of the aggregate face
                                    amount of outstanding letters of credit,
                                    payable in arrears at the end of each
                                    quarter and upon the termination of the
                                    Revolving Facility, calculated based upon
                                    the actual number of days elapsed over a
                                    360-day year, and (b) customary issuance and
                                    administration fees.


Commitment Fees:                    0.50% per annum on the undrawn portion of
                                    the commitments in respect of the
                                    Facilities, commencing to accrue upon the
                                    execution and delivery of the Credit
                                    Agreement and payable quarterly in arrears
                                    thereafter and upon the termination of the
                                    commitments, calculated based on the number
                                    of days elapsed in a 360-day year.

Changes in Interest Rates:          After delivery of the Borrower's
                                    consolidated financial statements for the
                                    period ended December 31, 2001, and so long
                                    as no default shall have occurred and be
                                    continuing, the interest rates under the
                                    Revolving Facility and the Tranche A
                                    Facility will be determined by reference to
                                    the Borrower's ratio of (a) Total Debt as of
                                    the date of determination to (b) EBITDA for
                                    the period of four consecutive fiscal
                                    quarters ended as of the date of
                                    determination, as set forth below:


      Ratio of Total Debt
          to EBITDA               Adjusted LIBOR plus            ABR plus
   -------------------------      -------------------            --------
   Greater than 2.50 to 1.00      3.25%                            2.25%
   Less than or equal to
   2.50 to 1.00                   3.00%                            2.00%
   Less than or equal to
   2.00 to 1.00                   2.75%                            1.75%
   Less than or equal to
   1.50 to 1.00                   2.50%                            1.50%

                                      -2-
<PAGE>

                                    The ratio of Total Debt to EBITDA shall be
                                    determined as at the last day of each fiscal
                                    quarter; changes in interest rates resulting
                                    from changes in such ratio shall become
                                    effective on the first day on which the
                                    financial statements covering the quarter-
                                    end date as of which such ratio is computed
                                    are delivered to the Agent.

Definitions:                        (A) "Total Debt" includes the drawn amount
                                         under the Facilities and any other debt
                                         held at the Borrower.

                                    (B) "Interest" includes interest payments on
                                         Total Debt (as defined above).

                                    (C) "Dividends" include any cash dividend
                                         declared or paid by the Borrower or any
                                         advances by the Borrower to Holdings.

                                    (D) "Fixed Charge Coverage Ratio" is defined
                                         as EBITDA (less capital expenditures
                                         less co-investments) divided by the sum
                                         of the Interest and Dividends paid by
                                         the Borrower.

<PAGE>

                                                                        ANNEX II
                                                                    to Exhibit A

                      Total              EBITDA/Interest       Fixed Charge
                      Debt/EBITDA        and Dividends         Coverage Ratio
                      -----------        ---------------       --------------
        6/30/01       3.5x               2.5x                    1.75x

        9/30/01       3.5x               2.5x                    1.75x

       12/31/01       3.25x              2.5x                    1.75x

        3/31/02       3.00x              2.75x                   2.00x

        6/30/02       3.00x              2.75x                   2.00x

        9/30/02       3.00x              3.00x                   2.00x

       12/31/02       2.75x              3.00x                   2.00x

        3/31/03       2.75x              3.00x                   2.25x

        6/30/03       2.75x              3.00x                   2.25x

        9/30/03       2.50x              3.00x                   2.25x

       12/31/03       2.50x              3.00x                   2.25x

        3/31/04       2.25x              3.25x                   2.50x

        6/30/04       2.25x              3.25x                   2.50x

        9/30/04       2.25x              3.25x                   2.50x

       12/31/04 and
       thereafter     2.25x              3.25x                   2.50x
<PAGE>

                                                                       EXHIBIT B


                                 Project Radio
                 $500,000,000 Senior Secured Credit Facilities
                  Summary of Additional Conditions Precedent

     The initial borrowing under the Facilities shall be subject to the
following additional conditions precedent:

     1.   The Recapitalization shall be consummated simultaneously with the
closing under the Facilities in accordance with applicable law and on
substantially the terms described in the Term Sheet; the Merger Agreement and
all other related documentation shall be reasonably satisfactory to the Lenders;
the Cash Equity Contribution shall have been made; and the Lenders shall be
reasonably satisfied with the capitalization, structure and equity ownership of
the Borrower after giving effect to the Transactions.

     2.   The Borrower shall have received not less than $75,000,000 in gross
cash proceeds from the issuance of the Notes by Holdings in a private placement
to one or more holders satisfactory to the Agent.  The terms and conditions of
the Notes (including but not limited to terms and conditions relating to the
interest rate, fees, amortization, maturity, covenants, pay-in-kind provisions,
events of default and remedies) shall be reasonably satisfactory in all respects
to the Lenders.  Without limiting the foregoing, the Notes shall provide that,
at any time during which the Borrower's ability to pay cash dividends to
Holdings is restricted under the terms of the Borrower's senior credit
facilities, Holdings may, in lieu of paying interest on the Notes in cash and
without causing a default thereunder, satisfy its obligation to pay interest on
the Notes by issuing to the holders thereof additional Notes.

     3.   The Borrower shall have repurchased all Existing Subordinated Notes
tendered and not withdrawn pursuant to the Debt Tender Offer; if less than all
the outstanding Existing Subordinated Notes shall have been tendered and so
purchased, the Consent Solicitation shall have become effective, and the
remaining outstanding aggregate principal amount of Existing Subordinated Notes
(after any change in control offer required by the terms of the Indenture for
the Existing Subordinated Notes has been consumated) shall be deducted from the
aggregate amount of the Facilities (allocated among the Term Facilities in a
manner to be agreed upon by the Agent and the Borrower).  All principal,
interest, fees and other amounts outstanding or due under the Existing Credit
Agreement shall have been paid in full, the commitments thereunder terminated
and all guarantees thereof and security therefor released, and the Agent shall
have received reasonably satisfactory evidence thereof.  After giving effect to
the Transactions and the other transactions contemplated hereby, Holdings and
its subsidiaries shall have outstanding no indebtedness or preferred stock other
than (a) the
<PAGE>

loans and other extensions of credit under the Facilities, (b) the Notes, (c)
the Existing Subordinated Notes that may remain outstanding, (d) the Existing
Seller Notes and (e) other limited indebtedness, including certain indebtedness
to employees of the Borrower, to be agreed upon.

     4.   The Lenders shall have received (a) audited consolidated balance
sheets for the 1999 and 2000 fiscal years and related statements of income,
stockholders' equity and cash flows of the Borrower for the 1998, 1999 and 2000
fiscal years and (b) unaudited consolidated balance sheets and related
statements of income, stockholders' equity and cash flows of the Borrower for
each subsequent fiscal quarter ended 45 days before the Closing Date, which
financial statements shall not be materially inconsistent with the financial
statements or forecasts previously provided to the Lenders.

     5.   The Lenders shall have received a pro forma consolidated balance sheet
of the Borrower as of the most recent balance sheet delivered pursuant to
paragraph 4 above, after giving effect to the Transactions and the other
transactions contemplated hereby, which balance sheet shall not be materially
inconsistent with the forecasts previously provided to the Lenders.

     6.   The Lenders shall be reasonably satisfied as to the amount and nature
of any environmental and employee health and safety exposures to which the
Borrower and its subsidiaries may be subject after giving effect to the
Transactions, and with the plans of the Borrower or such subsidiaries with
respect thereto.

     7.   The Lenders shall be satisfied as to the solvency of the Borrower and
its subsidiaries on a consolidated basis after giving effect to the Transactions
and the other transactions contemplated hereby.

     8.   All requisite governmental authorities and third parties shall have
approved or consented to the Transactions and the other transactions
contemplated hereby to the extent the failure to obtain the same could,
individually or in the aggregate, reasonably be expected to restrain, prevent or
impose materially burdensome conditions on the Transactions or the other
transactions contemplated hereby, and there shall be no litigation,
governmental, administrative or judicial action, actual or threatened, that
could reasonably be expected to restrain, prevent or impose materially
burdensome conditions on the Transactions or the other transactions contemplated
hereby.

                                      -2-
<PAGE>

                                                                       EXHIBIT C

                           Sources and Uses of Funds
                           (as of December 31, 2000)
                           (in millions of dollars)
                         (all figures are approximate)


Sources of Funds                           Uses of Funds
----------------                           -------------
Cash on Hand                   $ 20.9      Merger Consideration           $348.7

Revolving Facility/1/             0.0      Refinance Existing Debt         292.7

Tranche A Facility/2/           150.0      Transaction Costs                40.3

Tranche B Facility/3/           250.0      Existing Seller Notes            21.2

16% Senior Notes                 75.0      Cash at Closing                  49.3

Existing Seller Notes            21.2

Cash Equity Contribution/3/      98.8

Management and Employee
Equity Contribution/3/           24.7

Rollover Equity/3/              111.6

Total Sources                  $752.2      Total Uses                     $752.2

------------------
     /1/ The Revolving Facility has a total capacity of $100,000,000. The
Revolving Facility can be used to fund any increases in working capital relative
to December 31, 2000.

     /2/ The amount of the gross cash proceeds from the Term Facilities may be
reduced, in a ratio to be agreed upon, by up to the amount of Existing
Subordinated Notes not tendered in the Debt Tender Offer.

     /3/ The Investors will contribute additional cash, if necessary, to ensure
that the total equity is not less than $235,000,000.