<PAGE>
                                                                   EXHIBIT 10.24

                                 AMENDMENT NO. 3
                             TO AMENDED AND RESTATED
                                CREDIT AGREEMENT
                        --------------------------------


           AMENDMENT NO. 3 (this "AGREEMENT") dated as of October 29, 1999 to
the Amended and Restated Credit Agreement dated as of May 20, 1998 , as amended
by that Amendment No. 1 to Amended and Restated Credit Agreement dated as of
September 1, 1998 and Amendment No. 2 to Amended and Restated Credit Agreement
dated as of December 31, 1998 (the "CREDIT AGREEMENT"), among CB RICHARD ELLIS
SERVICES, INC., a Delaware corporation (the "COMPANY"), BANK OF AMERICA, N.A.,
as Issuing Bank and as Agent, WELLS FARGO BANK, N.A., THE BANK OF NOVA SCOTIA
and CREDIT LYONNAIS LOS ANGELES BRANCH, as Senior Managing Agents for the Banks
(as such term is defined in the Credit Agreement), DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES and KEYBANK NATIONAL ASSOCIATION , as Co-Agents, and
the BANKS (as such term is defined in the Credit Agreement).

                                    RECITALS

      WHEREAS, the Company, Agent and Banks entered into the Credit Agreement
pursuant to which the Banks agreed, among other things, to provide Company with
a reducing revolving credit facility;

      WHEREAS, the parties to this Agreement wish to amend the Credit Agreement
as set forth herein to, among other things, (i) accelerate the mandatory
commitment reduction scheduled for December 31, 1999 and, accordingly, decrease
the reducing revolving credit facility from $400,000,000 to $350,000,000, (ii)
revise certain covenants, and (iii) revise certain debt provisions; and

      WHEREAS, Section 11.01 of the Credit Agreement provides that the Credit
Agreement may be amended after the Closing Date with the written consent of the
Company, and, in certain circumstances, the Required Banks;

      NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


                                      1

<PAGE>

SECTION I. RELATION TO THE CREDIT AGREEMENT;
     DEFINITIONS.

      A. RELATION TO CREDIT AGREEMENT. This Agreement constitutes an integral
part of the Credit Agreement.

      B. CAPITALIZED TERMS. For all purposes of this Agreement, capitalized
terms used herein without definition shall have the meanings specified in the
Credit Agreement, as said agreement shall be in effect on the Third Amendment
Effective Date after giving effect to this Agreement.

SECTION II.  AMENDMENTS TO THE CREDIT AGREEMENT.

      A. AMENDMENT TO CREDIT AGREEMENT. Effective on (and subject to the
occurrence of) the Third Amendment Effective Date referred to in Section 4.1
hereof, the Credit Agreement (including the annexes, schedules and exhibits
thereto) is hereby amended in its entirety as set forth in the Amended and
Restated Credit Agreement dated as of May 20, 1998 by and among the Company, the
Agent, the Issuing Bank and the Banks in the form annexed hereto as EXHIBIT A.

SECTION III.  REPRESENTATION AND WARRANTIES OF THE COMPANY.

      A. REPRESENTATIONS AND WARRANTIES. To induce each of the Agent, the
Issuing Bank and the Banks to execute and deliver this Agreement, the Company
represents and warrants (which representations and warranties shall survive the
execution and delivery of this Agreement) to each of the Agent, the Issuing Bank
and the Banks that:

           a. AUTHORITY. This Agreement has been duly authorized, executed and
delivered by it and this Agreement constitutes the legal, valid and binding
obligation, contract and agreement of the Company enforceable against it in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally.

           b. VALIDITY OF AGREEMENT. The Loan Documents, as amended by this
Agreement, constitute the legal, valid and binding obligations, contracts and
agreements of the Company enforceable against it in accordance with their
respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally.


                                      2

<PAGE>

           c. AUTHORIZATION; NO VIOLATION. The execution, delivery and
performance by the Company of this Agreement (i) has been duly authorized by all
requisite corporate action and, if required, shareholder action, (ii) does not
require the consent or approval of any governmental or regulatory body or
agency, and (iii) will not (A) violate (1) any provision of law, statute, rule
or regulation or its certificate of incorporation or bylaws, (2) any order of
any court or any rule, regulation or order of any other agency or government
binding upon it, or (3) any provision of any material indenture, agreement or
other instrument to which it is a party or by which its properties or assets are
or may be bound, or (B) result in a breach or constitute (alone or with due
notice or lapse of time or both) a default under any indenture, agreement or
other instrument referred to in clause (iii)(A)(3) of this Section 3.1(c).

           d. NO DEFAULT OR EVENT OF DEFAULT. As of the date hereof and after
giving effect to this Agreement, no Default or Event of Default has occurred
which is continuing.

           e. ALL OTHER REPRESENTATIONS AND WARRANTIES. All the representations
and warranties contained in Section VI of the Credit Agreement as annexed hereto
as EXHIBIT A are true and correct in all material respects with the same force
and effect as if made by the Company on and as of the date hereof.

SECTION IV.  CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.

      A. EFFECTIVE DATE. This Agreement shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied or waived by the Agent, the Issuing Bank and the
Required Banks (the "THIRD AMENDMENT EFFECTIVE DATE") (which date shall be
specified in a written notice from the Agent):

           a. The Agent shall have  received the following documents in form
and substance satisfactory to Agent and the Required Banks.

                (i)   AGREEMENT; SUPPORT AGREEMENT AND NOTES.  This
Agreement, the Support Agreement and the Notes executed by each party thereto.


                                      3

<PAGE>

                (ii)  RESOLUTIONS; INCUMBENCY.

                     (A) Copies of the resolutions of the Board of the Company
      and each Material Subsidiary (which is a Domestic Subsidiary) that may
      become party to a Loan Document authorizing the transactions contemplated
      hereby, certified as of the Third Amendment Effective Date by the
      Secretary or an Assistant Secretary of such Person; and

                     (B) A certificate of the Secretary or Assistant Secretary
      of the Company and each Material Subsidiary (which is a Domestic
      Subsidiary) that may become party to a Loan Document certifying the names
      and true signatures of the officers of the Company or such Subsidiary
      authorized to execute, deliver and perform, as applicable, this Agreement,
      and all other Loan Documents to be delivered by it hereunder.

                (iii) ORGANIZATION DOCUMENTS; GOOD STANDING.  Each of the
following documents:

                     (A) the articles or certificate of incorporation and the
      bylaws of the Company and each Material Subsidiary, which is a Domestic
      Subsidiary, party to any Loan Document as in effect on the Third Amendment
      Effective Date, certified by the Secretary or Assistant Secretary of the
      Company or such Material Subsidiary (which is a Domestic Subsidiary) as of
      the Third Amendment Effective Date; and

                     (B) a good standing certificate for the Company and each
      Material Subsidiary (which is a Domestic Subsidiary) party to any Loan
      Document from the Secretary of State (or similar, applicable Governmental
      Authority) of its state of incorporation.

                (iv)  LEGAL OPINIONS.  An opinion of Walter V. Stafford, Esq.,
general counsel to the Company and addressed to the Agent and the Banks,
substantially in the form annexed hereto as EXHIBIT B.

                (v)   PAYMENT OF FEES. Evidence of payment by the Company of all
fees, costs and expenses hereunder or under the Fee Letter to the extent then
due and payable on the Third Amendment Effective Date, including any such costs,
fees and expenses arising under or referenced in Sections 2.10 and 11.04 of the
Credit Agreement as annexed hereto as EXHIBIT A.


                                      4

<PAGE>

               (vi)  CERTIFICATE. A certificate signed by a Responsible
Officer, dated as of the Third Amendment Effective Date, stating that:

                     (A) the representations and warranties contained in Section
      3 of this Agreement are true and correct on and as of such date, as though
      made on and as of such date;

                     (B)  no Default or Event of Default exists or would result
      from the Credit Extension;

                     (C)  any necessary consents, waivers, approvals,
      authorizations, registrations, filings and notifications of the character
      referred to in Section 6.03 of the Credit Agreement have been obtained or
      made and are in full force and effect; and

                     (D) except as otherwise disclosed in the Projections, there
      has occurred since December 31, 1998, no event or circumstance that has
      resulted or could reasonably be expected to result in a Material Adverse
      Effect.

                (vii) REDUCTION IN COMMITMENT. Evidence that the mandatory
reduction in the Commitment as of the Third Amendment Effective Date as set
forth in Section 2.07(a) of the Credit Agreement as annexed hereto as Exhibit A,
has been effected.

                (vii) OTHER DOCUMENTS. Such other approvals, opinions, documents
or materials as the Agent or any Bank may request.

SECTION V.  MISCELLANEOUS.

      A.   CROSS-REFERENCES.  References in this Agreement to any Section are,
unless otherwise specified, to such Section of this Agreement.

      B. INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT; LIMITED AMENDMENT.
This Agreement is executed pursuant to Section 11.01 of the Credit Agreement and
shall (unless otherwise expressly indicated herein) be construed, administered,
and applied in accordance with all of the terms and provisions of the Credit
Agreement, including Section 11.01 thereof. Except as expressly amended, any
conditions of the Credit Agreement shall remain unamended and unwaived. The
amendments set forth herein shall be limited precisely as provided for herein to
the provisions expressly amended herein and shall not be deemed to be a waiver
of, amendment of, consent to or


                                      5

<PAGE>

modification of any other term or provision of any other document or of any
transaction or further action on the part of the Company or the Guarantors which
would require the consent of any Bank, the Issuing Bank or the Agent under the
Credit Agreement.

      C.. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

      D.  COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed to be an original but all of
which shall constitute together but one and the same instrument.

      E.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.



          [remainder of page intentionally left blank]


                                      6

<PAGE>

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

                            CB RICHARD ELLIS SERVICES, INC.


                            By:  /s/ JOHN C. HAECKEL
                               -----------------------------
                               Name:  John C. Haeckel
                               Title: Chief Financial Officer

                            BANK OF AMERICA, N.A.,
                            as Agent


                            By:  /s/ GINA MEADOR
                               -----------------------------
                               Name:  Gina Meador
                               Title: Vice President

                            BANK OF AMERICA, N.A., as
                            Issuing Bank


                            By:  /s/ THERESE FONTAINE
                               -----------------------------
                               Name:  Therese Fontaine
                               Title: Principal


                                      7

<PAGE>

                            BANK OF AMERICA, N.A., as a Bank


                            By:  /s/ THERESE FONTAINE
                               -----------------------------
                               Name:  Therese Fontaine
                               Title: Principal

                            WELLS FARGO BANK, N.A.


                            By:  /s/ TIM EGAN
                               -----------------------------
                               Name:  Tim Egan
                               Title: Vice President

                            THE BANK OF NOVA SCOTIA


                            By: /s/ MAARTEN VAN OTTERLOO
                               -----------------------------
                               Name:  Maarten Van Otterloo
                               Title: Senior Relationship Manager

                            CREDIT LYONNAIS LOS ANGELES
                            BRANCH


                            By:  /s/ DIANNE M. SCOTT
                               -----------------------------
                               Name:  Dianne M. Scott
                               Title: First Vice President and Manager


                                      8

<PAGE>

                            DRESDNER BANK AG, NEW YORK
                            AND GRAND CAYMAN BRANCHES


                            By:  /s/ JOHN R. MORRISON
                               -----------------------------
                               Name:  John R. Morrison
                               Title: Vice President

                            By:  /s/ ANTHONY C. CARABALLO
                               -----------------------------
                               Name:  Anthony C. Caraballo
                               Title: Vice President

                            KEYBANK NATIONAL ASSOCIATION


                            By:  /s/ KEVIN P. McBRIDE
                               -----------------------------
                               Name:  Kevin P. McBride
                               Title: Senior Vice President

                            GENERAL ELECTRIC CAPITAL
                            CORPORATION


                            By:  /s/ THOMAS E. JOHNSTONE
                               -----------------------------
                               Name:  Thomas E. Johnstone
                               Title: Duly Authorized Signatory

                            THE BANK OF NEW YORK


                            By:  /s/ JONATHAN ROLLINS
                               -----------------------------
                               Name:  Jonathan Rollins
                               Title: Vice President

                          BHF (USA) CAPITAL CORPORATION


                            By:   [Not Required]
                               -----------------------------
                               Name:
                               Title:


                                      9

<PAGE>

                          MORGAN GUARANTY TRUST COMPANY
                          OF NEW YORK


                            By:  /s/ GERY SEMPERE
                               -----------------------------
                               Name:  Gery Sempere
                               Title: Vice President

                          LASALLE BANK NATIONAL ASSOCIATION


                            By:  /s/ JOHN HEIBERGER
                               -----------------------------
                               Name:  John Heiberger
                               Title: Vice President


                                      10

<PAGE>

                            MELLON BANK, N.A.


                            By:  /s/ LAWRENCE C. IVEY
                               -----------------------------
                               Name:  Lawrence C. Ivey
                               Title: Vice President

                            THE MITSUBISHI TRUST AND BANKING
                            CORPORATION


                            By:  /s/ TOSHIHIRO HAYASHI
                               -----------------------------
                               Name:  Toshihiro Hayashi
                               Title: Senior Vice President

                            NATIONAL CITY BANK


                            By:  /s/ JOSHUA R. SOSLAND
                               -----------------------------
                               Name:  Joshua R. Sosland
                               Title: Assistant Vice President

                            THE SAKURA BANK, LIMITED


                            By:  /s/ YOSHIKAZU NAGURA
                               -----------------------------
                               Name:  Yoshikazu Nagura
                               Title: Senior Vice President


                                      11
<PAGE>

                            NATEXIS BANQUE-BFCE


                            By:  /s/ PEYMAN PARHAMI
                               -----------------------------
                               Name:  Peyman Parhami
                               Title: Assistant Treasurer

                            By:  /s/ IAIN A. WHYTE
                               -----------------------------
                               Name:  Iain A. Whyte
                               Title: Vice President and Group Manager
                                      Corporate Finance


                                      12

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT


      This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May
20, 1998, among CB Richard Ellis Services, Inc., a Delaware corporation
formerly known as CB Commercial Real Estate Services Group, Inc. (the
"COMPANY"), the several financial institutions from time to time party to
this Agreement (collectively, the "BANKS"; individually, a "BANK"), Wells
Fargo Bank, N.A., The Bank of Nova Scotia and Credit Lyonnais Los Angeles
Branch, as senior managing agents for the Banks (collectively, the "SENIOR
MANAGING AGENTS"), Dresdner Bank AG, New York and Grand Cayman Branches and
KeyBank National Association, as Co-Agents, and Bank of America, N.A., as
Issuing Bank and as Agent.

      WHEREAS, the Company, Agent and certain financial institutions
(collectively, the "ORIGINAL BANKS") entered into that certain Credit
Agreement dated as of August 28, 1997 (the "EXISTING CREDIT AGREEMENT"),
pursuant to which Original Banks agreed, among other things, to provide
Company with a reducing revolving credit facility;

      WHEREAS, the parties to this Agreement wish to amend and restate the
Existing Credit Agreement to, among other things, (i) decrease the reducing
revolving credit facility, (ii) revise certain covenants, and (iii) revise
certain debt provisions; and

      WHEREAS, in addition to its inclusion as a Bank hereunder, Bank of
America has agreed to act as the Issuing Bank and as the Agent upon the terms
and conditions set forth in this Agreement;

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

                                    ARTICLE I

                                   DEFINITIONS

      1.01 CERTAIN DEFINED TERMS.  The following terms have the following
meanings:


                                      A-1

<PAGE>


           "ACCUMULATED FUNDING DEFICIENCY" means with respect to any Plan
that is subject to the minimum funding standards of Section 412 of the Code,
an amount described in Section 412(a) of the Code.

           "ACQUISITION" means any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in (a)
the acquisition of all or substantially all of the assets of a Person, or of
any business or division of a Person, (b) the acquisition of in excess of 50%
of the Capital Stock, partnership interests, membership interests or equity
of any Person, or otherwise causing any Person to become a Subsidiary, or (c)
a merger or consolidation or any other combination with another Person (other
than a Person that is a Subsidiary) provided that the Company or the
Subsidiary is the surviving entity. The term Acquisition, for purposes of
compliance with Section 8.04, shall include any Investment in a Joint Venture.

           "ADJUSTMENT DATE" means the second Business Day following receipt
by the Agent of both (a) the financial statements required to be delivered
pursuant to Section 7.01(a) or 7.01(b), as the case may be, for the most
recently completed fiscal period and (b) the Compliance Certificate required
to be delivered pursuant to subsection 7.02(b) with respect to such fiscal
period; PROVIDED, HOWEVER, that any increase in the Applicable Commitment Fee
Rate or the Applicable Margin, as the case may be, shall be retroactive to
the first day of the next succeeding fiscal period relating to such financial
statements and Compliance Certificate; PROVIDED, FURTHER, that the initial
decrease, if any, in the Applicable Commitment Fee Rate or the Applicable
Margin, as the case may be, after the Initial Adjustment Date but prior to
June 30, 2000 shall be retroactive to such Initial Adjustment Date.

           "AFFECTED BANK" has the meaning specified in Section 4.08.

           "AFFILIATE" means, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. A Person shall be deemed to control another
Person if the controlling Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, membership
interests, by contract, or otherwise.

           "AGENT" means Bank of America in its capacity as administrative
agent for the Banks hereunder, and any successor agent arising under Section
10.09.

           "AGENT-RELATED PERSONS" means Bank of America, in its capacity as
Agent, and any successor agent arising under Section 10.09 and any successor
letter of credit issuing bank hereunder, together with their respective
Affiliates (including, in the


                                      A-2

<PAGE>

case of Bank of America, the Arranger), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

           "AGENT'S PAYMENT OFFICE" means the address for payments set forth
on Schedule 11.02 or such other address as the Agent may from time to time
specify.

           "AGREEMENT" means this Amended and Restated Credit Agreement, as
it may be amended from time to time.

           "AMORTIZATION EXPENSE" means, for any fiscal period, without
duplication, the total expense of the Company and its Subsidiaries during
such fiscal period for amortization of Intangible Assets all calculated in
accordance with GAAP.

           "APPLICABLE COMMITMENT FEE RATE" means, from the Third Amendment
Effective Date until the Initial Adjustment Date, a rate per annum equal to
fifty (50) basis point; PROVIDED, that on and after the Initial Adjustment
Date, the Applicable Commitment Fee Rate will be adjusted, on each Adjustment
Date, to the applicable rates per annum set forth in the Applicable
Commitment Fee Grid attached hereto as Annex B opposite the Leverage Ratio
determined from the financial statements and the Compliance Certificate
relating to such Adjustment Date; and PROVIDED, FURTHER, that in the event
that the financial statements required to be delivered pursuant to Section
7.01(a) and 7.01(b), as applicable, and the related Compliance Certificate
required pursuant to Section 7.02(b), are not delivered when due (without
giving effect to any grace period), then from such due date until the date
the Agent receives such financial statements and the related Compliance
Certificate, the Applicable Commitment Fee Rate shall conclusively equal the
highest Applicable Commitment Fee Rate as set forth on ANNEX B hereto.

           "APPLICABLE MARGIN" means for each Offshore Rate Loan, from the
Third Amendment Effective Date until the Initial Adjustment Date, two hundred
fifty (250) basis points and for each Base Rate Loan, from the Third
Amendment Effective Date until the Initial Adjustment Rate, one hundred (100)
basis points; PROVIDED, that, on and after the Initial Adjustment Date, with
respect to each Revolving Loan, the Applicable Margin for all Revolving Loans
will be adjusted, on each Adjustment Date, to the applicable rates per annum
set forth in the Pricing Grid attached hereto as ANNEX A opposite the
Leverage Ratio determined from the financial statements and the Compliance
Certificate relating to such Adjustment Date; and PROVIDED, FURTHER, that in
the event that the financial statements required to be delivered pursuant to
Section 7.01(a) and 7.01(b), as applicable, and the related Compliance
Certificate required pursuant to Section 7.02(b), are not delivered when due
(without giving effect to any grace period), then from such due date until
the date the Agent receives such financial statements and


                                      A-3

<PAGE>

the related Compliance Certificate, the Applicable Margin (as adjusted on
such Adjustment Date) shall conclusively equal the highest Applicable Margin
with respect to such Type of Revolving Loan as set forth on ANNEX A attached
hereto. Notwithstanding anything herein to the contrary, if as of any fiscal
period as determined from the financial statements and the Compliance
Certificate relating to any Adjustment Date, the Company shall maintain a
Senior Leverage Ratio less than 1.50:1.0, then the Applicable Margin for all
Revolving Loans will be decreased by an amount equal to twelve and one-half
(12.5) basis points below the then current rates set forth in the Pricing
Grid attached hereto as ANNEX A. For purposes hereof, the "Senior Leverage
Ratio" shall mean the "Leverage Ratio" as defined herein excluding from the
definition of Consolidated Indebtedness the Indebtedness evidenced by the
Subordinated Note Documents and any other Subordinated Debt of the Company,
which is acceptable to each of the Agent and the Required Banks as determined
in its reasonable discretion.

           "ARRANGER" means Banc of America Securities LLC, a Delaware
limited liability company.

           "ASSET SALE" has the meaning set forth in the Indenture.

           "ASSIGNEE" has the meaning specified in Section 11.08(a).

           "ATTORNEY COSTS" means and includes all reasonable fees and
disbursements of any law firm or other external counsel, the reasonable
allocated cost of internal legal services and all disbursements of internal
counsel.

           "BANK" has the meaning specified in the introductory clause
hereto. References to the "Banks" shall include Bank of America, including in
its capacity as Issuing Bank; for purposes of clarification only, to the
extent that Bank of America may have any rights or obligations in addition to
those of the Banks due to its status as Issuing Bank, its status as such will
be specifically referenced.

           "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of 1978
(11 U.S.C.Section101, ET SEQ.).

           "BASE RATE" means, for any day, the higher of: (a) 0.50% per annum
above the latest Federal Funds Rate; and (b) the rate of interest in effect
for such day as publicly announced from time to time by Bank of America in
San Francisco, California, as its "reference rate." (The "reference rate" is
a rate set by Bank of America based upon various factors including Bank of
America's costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may
be priced at, above, or below such announced rate.) Any change in the


                                      A-4

<PAGE>

reference rate announced by Bank of America shall take effect at the opening
of business on the day specified in the public announcement of such change.

           "BASE RATE LOAN" means a Revolving Loan, or an L/C Advance, that
bears interest based on the Base Rate.

           "BANK OF AMERICA" means Bank of America N.A., a national banking
association, together with any permitted successor financial institution
thereto.

           "BOARD" means, with respect to any Person, its board of directors
or, if it does not have a board of directors, its governing body which
performs the same duties as a board of directors. Unless the context
otherwise clearly requires, references herein to the "Board" shall refer to
the Board of the Company and shall (except with respect to the definition of
"Change of Control") include the executive committee of the Board of the
Company.

           "BORROWING" means a borrowing hereunder consisting of Revolving
Loans of the same Type made to the Company on the same day by the Banks under
Article II, and, other than in the case of Base Rate Loans, having the same
Interest Period.

           "BORROWING DATE" means any date on which a Borrowing occurs under
Section 2.03.

           "BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York City or San Francisco are
authorized or required by law to close and, if the applicable Business Day
relates to any Offshore Rate Loan, means such day on which dealings are
carried on in the applicable offshore dollar interbank market. With respect
to any calculations pertaining to any Offshore Currency Loan, the term
"Business Day" shall mean a day on which commercial banks are open for
foreign exchange business in London, England, and on which dealings in the
relevant Offshore Currency are carried on in the applicable offshore foreign
exchange interbank market.

           "CAPITAL ADEQUACY REGULATION" means any guideline, request or
directive of any central bank or other Governmental Authority, or any other
law, rule or regulation, whether or not having the force of law, in each
case, regarding capital adequacy of any bank or of any corporation
controlling a bank.
           "CAPITAL EXPENDITURES" means, with respect to any Person, all
payments or accruals (including Capitalized Lease Obligations) of such Person
for any fixed assets or improvements or for replacements, substitutions or
additions thereto, that are required to be capitalized under GAAP; PROVIDED,
that "Capital Expenditures" shall not include costs which


                                      A-5

<PAGE>

represent any part of Total Consideration incurred in connection with any
Permitted Acquisition.

           "CAPITAL LEASE" means any lease or other agreement for the use of
property which is required to be capitalized on a balance sheet of the lessee
or other user of property in accordance with GAAP.

           "CAPITALIZED LEASE OBLIGATIONS" with respect to any Person, means
the aggregate amount which, in accordance with GAAP, is required to be
reported as a liability on the balance sheet of such Person at such time in
respect of such Person's interest as lessee under a Capital Lease.

           "CAPITAL STOCK" means, as to any Person, all shares, interests,
partnership interests, limited liability company interests, participations,
rights in or other equivalents (however designated) of such Person's equity
(however designated) and any rights, warrants or options exchangeable for or
convertible into such shares, interests, participations, rights or other
equity.

           "CASH COLLATERALIZE" means to pledge and deposit with or deliver
to the Agent, for the benefit of the Agent, the Issuing Bank and the Banks,
as additional collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance satisfactory to the
Agent and the Issuing Bank (which documents are hereby consented to by the
Banks). Derivatives of such term shall have the corresponding meaning. The
Company hereby grants the Agent, for the benefit of the Agent, the Issuing
Bank and the Banks, a security interest in all such cash and deposit account
balances. Cash collateral shall be maintained in blocked, interest bearing
deposit accounts at Bank of America.

           "CB ELLIS" means CB Richard Ellis, Inc., a Delaware corporation.

           "CB ELLIS CANADIAN PLEDGE AGREEMENT" means the Securities Pledge
Agreement dated as of June 11, 1999 from CB Ellis to the Agent for the
benefit of the Banks.

           "CB ELLIS CANADIAN PLEDGED SHARES" means the shares of CB Richard
Ellis Limited, a Nova Scotia, Canada company, pledged to the Agent for the
benefit of the Banks pursuant to the CB Ellis Canadian Pledge Agreement.

           "CB ELLIS ENGLISH PLEDGE AGREEMENT" means the Share Charge dated
as of June 7, 1999 from CB Ellis to the Agent for the benefit of the Banks.


                                      A-6

<PAGE>

           "CB ELLIS ENGLISH PLEDGED SHARES" means the shares of CB Hillier
Parker Limited, an English company, pledged to the Agent for the benefit of
the Banks pursuant to the CB English Pledge Agreement.

           "CB ELLIS PLEDGE AGREEMENT" means the Amended and Restated Pledge
Agreement dated as of May 20, 1998 from CB Ellis to the Agent, for the
benefit of the Banks, substantially in the form annexed hereto as EXHIBIT I-2.

           "CB ELLIS PLEDGED SHARES" means the shares of Melody pledged by CB
Ellis to the Agent, for the benefit of the Banks, pursuant to the CB Ellis
Pledge Agreement.

           "CHANGE OF CONTROL" means the point in time at which (i) any
Person (as defined in Section 13(d) and Section 14(d)(2) under the Securities
Exchange Act of 1934, as amended) (A) acquires all or substantially all of
the properties and assets of the Company or (B) shall have (directly or
indirectly) acquired beneficial ownership of fifty percent (50%) or more of
the issued and outstanding Voting Stock of the Company or (ii) less than a
majority of the members of the Company's Board shall be persons who either
(A) were serving as directors on the date of this Agreement or (B) were
nominated as directors by the vote of a majority of the directors who are
directors referred to in clause (ii)(A) above or this clause (ii)(B) or (iii)
any "Change of Control" (as such term is defined in the Subordinated Note
Documents) has occurred.

           "CLOSING DATE" means the date as specified in a written notice
from the Agent on which all conditions precedent set forth in Section 5.01
are satisfied or waived by all Banks (or, in the case of Section 5.01(e),
waived by the Person entitled to receive such payment).

           "CODE" means the Internal Revenue Code of 1986 and regulations
promulgated thereunder, as amended from time to time.

           "COLLATERAL" has the meaning specified in each Pledge Agreement.

           "COMBINED COMMITMENTS" means, at any time, the sum at such time of
the Commitments of all the Banks.

           "COMMITMENT" as to each Bank, has the meaning specified in Section
2.01.

           "COMMON STOCK" has the meaning specified in Section 6.16(a).


                                      A-7

<PAGE>

           "COMPANY" has the meaning specified in the introductory clause
hereto.

           "COMPANY ENGLISH PLEDGE AGREEMENT" means the Share Charge dated as
of June 7, 1999 from the Company to the Agent for the benefit of the Banks.

           "COMPANY ENGLISH PLEDGED SHARES" means the shares of CB Commercial
Limited, an English company, pledged to the Agent for the benefit of the
Banks pursuant to the Company English Pledge Agreement.

           "COMPANY PLEDGE AGREEMENT" means the Amended and Restated Pledge
Agreement dated as of May 20, 1998 from the Company to the Agent, for the
benefit of the Banks, substantially in the form annexed hereto as EXHIBIT I-1.

           "COMPANY PLEDGED SHARES" means the shares of CB Ellis, pledged by
the Company to the Agent, for the benefit of the Banks, pursuant to the
Company Pledge Agreement.

           "COMPLIANCE CERTIFICATE" means a certificate substantially in the
form of EXHIBIT C.

           "CONSOLIDATED EBITDA" means, for any period for which the amount
thereof is to be determined, the Consolidated Net Income of such Person for
such period PLUS (A) the aggregate amounts deducted in determining such
Consolidated Net Income in respect of (i) Interest Expense for such period
(including deferred financing costs not paid in cash), (ii) income and other
taxes measured by income or profits for such period (iii) Depreciation
Expense for such period, and (iv) Amortization Expense for such period, PLUS
(B) any noncash losses on the sale (or other disposition) or write down of
investments or fixed or capital assets and minus any gains on the sale or
other disposition of investments or fixed or capital assets and noncash
extraordinary income, in each case in accordance with GAAP.

           "CONSOLIDATED INDEBTEDNESS" means, as of any date of
determination, the total of all Indebtedness of the Company and its
Subsidiaries outstanding on such date, after eliminating all offsetting
debits and credits between the Company and its Subsidiaries and all other
items required to be eliminated in the course of the preparation of
consolidated financial statements of the Company and its Subsidiaries in
accordance with GAAP.

           "CONSOLIDATED NET INCOME" means, with reference to any period, the
net income (or loss) of the Company and its Subsidiaries for such period
(taken as a cumulative whole), as determined in accordance with GAAP, after
eliminating all


                                      A-8

<PAGE>

offsetting debits and credits between the Company and its Subsidiaries and
all other items required to be eliminated in the course of the preparation of
consolidated financial statements of the Company and its subsidiaries in
accordance with GAAP; PROVIDED, that there shall be excluded:

           (a) the income (or loss) of any Person accrued prior to the date it
      becomes a Subsidiary or is merged into or consolidated with the Company or
      a Subsidiary, and the income (or loss) of any Person, substantially all of
      the assets of which have been acquired in any manner, realized by such
      other Person prior to the date of acquisition;

           (b) the income (or loss) of any Person (other than a Subsidiary) in
      which the Company or any Subsidiary has an ownership interest, except to
      the extent that any such income has been actually received by the Company
      or such Subsidiary in the form of cash dividends or similar cash
      distributions;

           (c) the undistributed earnings of any Subsidiary to the extent that
      the declaration or payment of dividends or similar distributions by such
      Subsidiary is not at the time permitted by the terms of its charter or any
      agreement, instrument, judgment, decree, order, statute, rule or
      governmental regulation applicable to such Subsidiary;

           (d) any net income or gain (but not any net loss) during such period
      from (i) any change in accounting principles in accordance with GAAP, (ii)
      any prior period adjustments resulting from any change in accounting
      principles in accordance with GAAP, (iii) any extraordinary items, or (iv)
      any discontinued operations or the disposition thereof;

           (e)  any deferred credit representing the excess of equity in any
      Subsidiary at the date of acquisition over the cost of the investment in
      such Subsidiary;

           (f) in the case of a successor to the Company by consolidation or
      merger or as a transferee of its assets, any earnings of the successor
      corporation prior to such consolidation, merger or transfer of assets; and

           (g)  any portion of such net income that cannot be freely converted
      into Dollars.

           "CONSOLIDATED NET WORTH" means, at any time, (a) the total assets
of the Company and its Subsidiaries which would be shown as assets on a
consolidated balance


                                      A-9

<PAGE>

sheet of the Company and its Subsidiaries as of such time prepared in
accordance with GAAP, MINUS (b) (i) all amounts properly attributable to
Minority Interests, if any, and (ii) the total liabilities of the Company and
its Subsidiaries which would be shown as liabilities on a consolidated
balance sheet of the Company and its Subsidiaries as of such time prepared in
accordance with GAAP.

           "CONTINGENT OBLIGATION" means, as to any Person, any direct or
indirect liability of that Person, whether or not contingent, (a) with
respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary
obligor"), including any obligation of that Person (i) to purchase,
repurchase or otherwise acquire such primary obligations or any security
therefor, (ii) to advance or provide funds for the payment or discharge of
any such primary obligation, or to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency or
any balance sheet item, level of income or financial condition of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation, or (iv)
otherwise to assure or hold harmless the holder of any such primary
obligation against loss in respect thereof (each, a "GUARANTY OBLIGATION");
(b) with respect to any Surety Instrument (other than any Letter of Credit)
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings or payments; (c) to purchase any
materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or
obligation requires that payment for such materials, supplies or other
property, or for such services, shall be made regardless of whether delivery
of such materials, supplies or other property is ever made or tendered, or
such services are ever performed or tendered, or (d) in respect of any Swap
Contract. The amount of any Contingent Obligation shall, in the case of
Guaranty Obligations, be deemed equal to the stated or determinable amount of
the primary obligation in respect of which such Guaranty Obligation is made
or, if not stated or if indeterminable, the maximum reasonably anticipated
liability in respect thereof, and in the case of other Contingent Obligations
other than in respect of Swap Contracts, shall be equal to the maximum
reasonably anticipated liability in respect thereof and, in the case of
Contingent Obligations in respect of Swap Contracts, shall be equal to the
Swap Termination Value.

           "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of
any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument, document or
agreement to which such Person is a party or by which it or any of its
property is bound.


                                      A-10

<PAGE>

           "CONVERSION/CONTINUATION DATE" means any date on which, under
Section 2.04, the Company (a) converts Loans of one Type to another Type, or
(b) continues as Loans of the same Type, but with a new Interest Period,
Loans having Interest Periods expiring on such date.

           "CREDIT EXTENSION" means and includes (a) the making of any
Revolving Loans hereunder, and (b) the Issuance of any Letters of Credit
hereunder.

           "DEBT" means, with respect to any Person, all items (other than
capital stock, capital surplus, retained earnings, deferred revenues and
deferred credits), which in accordance with GAAP would be included in
determining Indebtedness of such Person as shown on the liability side of a
balance sheet of such Person as at the date on which Debt is to be determined.

           "DEFAULT" means any event or circumstance which, with the giving
of notice, the lapse of time, or both, would (if not cured or otherwise
remedied during such time) constitute an Event of Default.

           "DEPRECIATION EXPENSE" means, for any fiscal period, without
duplication, the total expense of the Company and its Subsidiaries during
such fiscal period for depreciation, calculated in accordance with GAAP.

           "DOLLARS", "DOLLARS" and "$" each mean lawful money of the United
States.

           "DOMESTIC SUBSIDIARY" means each Subsidiary of the Company
organized under the laws of the United States or any State thereof.

           "EBITDA" means for any period for which the amount thereof is to
be determined, the consolidated net income of such Person for such period
PLUS the aggregate amounts deducted in determining such consolidated net
income in respect of (i) consolidated interest expense of such Person for
such period, (ii) income and other taxes measured by income or profits of
such Person for such period, and (iii) depreciation and amortization for such
period, in each case in accordance with GAAP; PROVIDED, HOWEVER, that
consolidated net income shall be computed for these purposes without giving
effect to extraordinary losses or extraordinary gains.

           "EFFECTIVE AMOUNT" means (i) with respect to any Revolving Loans
on any date, the aggregate outstanding principal amount thereof after giving
effect to any Borrowings and prepayments or repayments of Revolving Loans
occurring on such date; and (ii) with respect to any outstanding L/C
Obligations on any date, the amount of such L/C Obligations on such date
after giving effect to any Issuances of Letters of Credit


                                      A-11

<PAGE>

occurring on such date and any other changes in the aggregate amount of the
L/C Obligations as of such date, including as a result of any reimbursements
of outstanding unpaid drawings under any Letters of Credit or any reductions
in the maximum amount available for drawing under Letters of Credit taking
effect on such date. For purposes of Section 2.07(c) the Effective Amount
shall be determined without giving effect to any mandatory prepayments to be
made under Section 2.07.

           "ELIGIBLE ASSIGNEE" means (a) a commercial bank organized under
the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100,000,000; (b) a commercial bank organized
under the laws of any other country which is a member of the Organization for
Economic Cooperation and Development (the "OECD"), or a political subdivision
of any such country, and having a combined capital and surplus of at least
the equivalent of $100,000,000, provided that such bank is acting through a
branch or agency located in the country in which it is organized or another
country which is also a member of the OECD; or (c) a Person that is primarily
engaged in the business of commercial banking and that is (i) a Subsidiary of
a Bank, (ii) a Subsidiary of a Person of which a Bank is a Subsidiary, or
(iii) a Person of which a Bank is a Subsidiary.

           "ENVIRONMENTAL CLAIMS" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or
injury to the environment.

           "ENVIRONMENTAL LAWS" means all federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, safety and land
use matters.

           "EQUIVALENT AMOUNT" means the equivalent in an Offshore Currency
of an amount expressed in Dollars as determined by the Agent on the date of
any borrowing by the Company or any Subsidiary of an Offshore Currency Loan
on the basis of the Spot Rate for the purchase of such Offshore Currency with
Dollars on such date; PROVIDED, HOWEVER, that if the date of determination of
the Equivalent Amount is on a day other than a Business Day, then the
Equivalent Amount shall be determined as of the next succeeding Business Day.

           "ERISA" means the Employee Retirement Income Security Act of 1974
and regulations promulgated thereunder, as amended from time to time.


                                      A-12

<PAGE>

           "ERISA AFFILIATE" means each trade or business, whether or not
incorporated, which together with the Company would be treated as a single
employer under Title IV of ERISA.

           "EURODOLLAR RESERVE PERCENTAGE" has the meaning specified in the
definition of "Offshore Rate".

           "EVENT OF DEFAULT" means any of the events or circumstances
specified in Section 9.01.

           "EXCESS SUBORDINATED DEBT ISSUANCE" means, any issuance or
issuances of Subordinated Debt which exceed in the aggregate at any time the
principal amount of $225,000,000, after giving effect to the amount of any
unused portion of Indebtedness permitted under Section 8.05(c).

           "EXISTING CREDIT AGREEMENT" has the meaning specified in the
introductory clause hereto.

           "EXCHANGE ACT" means the Securities Exchange Act of 1934, and
regulations promulgated thereunder, as amended from time to time.

           "FDIC" means the Federal Deposit Insurance Corporation, and any
Governmental Authority succeeding to any of its principal functions.

           "FEDERAL FUNDS RATE" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the
caption "Federal Funds (Effective)"; or, if for any relevant day such rate is
not so published on any such preceding Business Day, the rate for such day
will be the arithmetic mean as determined by the Agent of the rates for the
last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
York City time) on that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Agent.

           "FEE LETTER" has the meaning specified in Section 2.10(a).

           "FOREIGN SUBSIDIARY" means each Subsidiary of the Company other
than a Domestic Subsidiary.

           "FRB" means the Board of Governors of the Federal Reserve System,
and any Governmental Authority succeeding to any of its principal functions.


                                      A-13

<PAGE>

           "FURTHER TAXES" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar
charges (including, without limitation, net income taxes and franchise
taxes), and all liabilities with respect thereto, imposed by any jurisdiction
on account of amounts payable or paid pursuant to Section 4.01.

           "FX TRADING OFFICE" means the Foreign Exchange Trading Center
#5193, San Francisco, California, of Bank of America, or such other of Bank
of America's offices as Bank of America may designate from time to time.

           "GAAP" means generally accepted accounting principles set forth
from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board
(or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession), which are applicable to the
circumstances as of the date of determination.

           "GOVERNMENTAL AUTHORITY" means any nation or government, any state
or other political subdivision thereof, any central bank (or similar monetary
or regulatory authority) thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of, or
pertaining to, government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.

           "GUARANTOR" means each Material Subsidiary party to the Guaranty.

           "GUARANTY" shall mean the Amended and Restated Subsidiary Guaranty
dated as of May 20, 1998 executed by each Material Subsidiary, which is
obligated to execute such Guaranty pursuant to the terms of the Agreement, in
favor of the Agent for the benefit of the Banks, substantially in the form
attached hereto as EXHIBIT H, as the same may be amended from time to time
and any supplement or additional guaranty entered into pursuant to Section
7.13.

           "GUARANTY OBLIGATION" has the meaning specified in the definition
of "Contingent Obligation."

           "HONOR DATE" has the meaning specified in Section 3.03(b).

           "INDEBTEDNESS" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as


                                      A-14

<PAGE>

the deferred purchase price of property or services (other than trade
payables entered into or commissions or bonuses payable in the ordinary
course of business on ordinary terms); (c) all non-contingent reimbursement
or payment obligations with respect to Surety Instruments; (d) all
obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the
acquisition of property, assets or businesses; (e) all indebtedness created
or arising under any conditional sale or other title retention agreement, or
incurred as financing, in either case with respect to property acquired by
the Person (even though the rights and remedies of the seller or bank under
such agreement in the event of default are limited to repossession or sale of
such property); (f) all obligations with respect to capital leases and
operating leases which are treated as capital leases for GAAP reporting
purposes; (g) all indebtedness referred to in clauses (a) through (f) above
secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien upon or in
property (including accounts and contracts rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness; and (h) all Contingent Obligations (excluding any portion of
recorded liabilities for legal judgments which are collateralized by cash
secured letters of credit or other similar forms of cash collateral).

           For all purposes of this Agreement, the Indebtedness of any Person
shall include all obligations of such Person of the character described in
clauses (a) through (h) above to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed
to be extinguished under GAAP. Notwithstanding anything in this definition to
the contrary, the Indebtedness of any Person shall include Indebtedness of
any Joint Venture in which such Person is a participant, but only to the
extent such Person is legally liable in respect of such Indebtedness.

           "INDEMNIFIED LIABILITIES" has the meaning specified in Section
11.05.

           "INDEMNIFIED PERSON" has the meaning specified in Section 11.05.

           "INDENTURE" means the First Supplemental Indenture dated as of May
26, 1998, between the Company and State Street Bank & Trust Company, as
trustee, supplemental to the Indenture dated as of May 26, 1998, as amended,
modified, restated, replaced or supplemented from time to time pursuant to
the terms thereof and hereof.

           "INDEPENDENT AUDITOR" has the meaning specified in Section 7.01(a).

           "INITIAL ADJUSTMENT DATE" means the date which is the six (6)
month anniversary of the Third Amendment Effective Date.


                                      A-15

<PAGE>

           "INSOLVENCY PROCEEDING" means, with respect to any Person, (a) any
case, action or proceeding with respect to such Person before any court or
other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of
debtors, or (b) any general assignment for the benefit of creditors,
composition, marshaling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion
of its creditors; undertaken under U.S. Federal, state or foreign law,
including the Bankruptcy Code.

           "INTANGIBLE ASSETS", with respect to any Person, means that
portion of the book value of the assets of such Person which would be treated
as intangibles under generally accepted accounting principles, including all
items such as goodwill, trademarks, trade names, brands, trade secrets,
customer lists, computer software, copyrights, patents, licenses, franchise
conversion rights and rights with respect to any of the foregoing and all
unamortized debt or equity discount and expenses.

           "INTEREST EXPENSE" means, for any period, without duplication, the
aggregate of all interest paid or accrued of the Company and its Subsidiaries
as determined on a consolidated basis in accordance with GAAP (including
without limitation the interest portion of Capitalized Lease Obligations of
such Person and capitalized interest and the interest portion of operating
leases of such Person which are treated as capital leases for tax purposes),
other than deferred financing costs not paid in cash.

           "INTEREST COVERAGE RATIO" means, as of the date of any
determination thereof, the ratio of Consolidated EBITDA for the period of the
four (4) most recently ended consecutive fiscal quarters of the Company to
Interest Expense for the period of the four (4) most recently ended
consecutive fiscal quarters of the Company. With respect to any Person
acquired by the Company in accordance with the terms of Section 8.04(d), such
Person's EBITDA for the period of the four (4) most recently ended
consecutive fiscal quarters of such Person may be included in the
determination of Consolidated EBITDA for purposes of compliance with the
Interest Coverage Ratio; PROVIDED, that (i) such Person, if a Material
Subsidiary, is a Guarantor and is not subject to any restrictions on
upstreaming cash to the Company; and (ii) with respect to any includable
fiscal quarters preceding the Acquisition of such Person, the actual EBITDA
of such Person for such prior fiscal quarters will be used so long as audited
financial statements of such Person for each of the preceding four (4) most
recently ended consecutive fiscal quarters have been made available to the
Agent and the Required Banks; PROVIDED, that unaudited financial statements
of such Person may be used during interim fiscal periods so long as such
unaudited financial statements are prepared in conformity with GAAP applied
on a basis consistent with prior years and audited financial statements of
such Person are delivered at the end of such applicable fiscal year.


                                      A-16

<PAGE>

           "INTEREST PAYMENT DATE" means, as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and,
as to any Base Rate Loan, the last Business Day of each calendar quarter;
PROVIDED, HOWEVER, that if any Interest Period for an Offshore Rate Loan
exceeds three (3) months, the date that falls three (3) months after the
beginning of such Interest Period and after each Interest Payment Date
thereafter is also an Interest Payment Date.

           "INTEREST PERIOD" means, as to any Offshore Rate Loan, the period
commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which the Loan is converted into or continued
as an Offshore Rate Loan, and ending on the date seven (7) days or one (1),
two (2), three (3) or six (6) months thereafter as selected by the Company in
its Notice of Borrowing or Notice of Conversion/Continuation; PROVIDED, that,
the Company may only select a seven (7) day Interest Period up to six (6)
times per calendar year;

      PROVIDED, FURTHER that:

                (i)   if any Interest Period would otherwise end on a day
           that is not a Business Day, that Interest Period shall be extended
           to the following Business Day unless the result of such extension
           would be to carry such Interest Period into another calendar
           month, in which event such Interest Period shall end on the
           preceding Business Day;

                (ii)  other than with respect to a seven (7) day Interest
           Period, any Interest Period pertaining to an Offshore Rate Loan
           that begins on the last Business Day of a calendar month (or on a
           day for which there is no numerically corresponding day in the
           calendar month at the end of such Interest Period) shall end on
           the last Business Day of the calendar month at the end of such
           Interest Period; and

                (iii) no Interest Period for any Loan shall extend beyond the
           Revolving Termination Date.

           "INVESTMENT" means any loan, advance, extension of credit (except
for accounts and notes receivable for merchandise sold or services furnished
in the ordinary course of business, and amounts paid in advance on account of
the purchase price of merchandise to be delivered to the payor within one
year of the date of the advance), or purchase of stock, notes, bonds, other
securities or evidences of Indebtedness of any Person or capital contribution
to any Person, whether in cash or other property. The amount of any
Investment shall be its Total Consideration.


                                      A-17

<PAGE>

           "IRS" means the Internal Revenue Service, and any Governmental
Authority succeeding to any of its principal functions under the Code.

           "ISSUANCE DATE" has the meaning specified in Section 3.01(a).

           "ISSUE" means, with respect to any Letter of Credit, to issue or
to extend the expiry of, or to renew or increase the amount of, such Letter
of Credit; and the terms "ISSUED," "ISSUING" and "ISSUANCE" have
corresponding meanings.

           "ISSUING BANK" means Bank of America in its capacity as issuer of
one or more Letters of Credit hereunder, together with any replacement letter
of credit issuer arising under Section 10.01(b) or Section 10.09.

           "JOINT VENTURE" means a corporation, partnership, limited
liability company, joint venture or other similar legal arrangement (whether
created by contract or conducted through a separate legal entity) now or
hereafter formed by the Company or any of its Subsidiaries with another
Person in order to conduct a common venture or enterprise with such Person in
which the Company or any of its Subsidiaries owns fifty percent (50%) or less
of the voting stock, membership interests or other equity interests of such
common venture or enterprise. For purposes of this Agreement, the term "Joint
Venture" shall also include any real estate related co-investments by the
Company or any of its Subsidiaries in corporations, partnerships, limited
liability companies, joint ventures or other similar legal arrangements
(whether created by contract or conducted through separate legal entities)
now or hereafter formed in order to conduct and operate real estate related
projects; PROVIDED THAT (i) the Company or any Subsidiary owns a minority
interest in such Joint Venture and (ii) the Indebtedness attributable to the
Company or any of its Subsidiaries in connection with such real estate
related co- investment in any partnership, joint venture or limited liability
company in which the Company or such Subsidiary is a general partner, joint
venturer or member shall be nonrecourse Indebtedness.

           "KOLL" means Koll Real Estate Services, Inc., a Delaware
corporation.

           "KMSC Pledge Agreement" means the Amended and Restated Pledge
Agreement dated as of May 20, 1998 from Koll Management Services, Inc., a
Delaware corporation to the Agent, for the benefit of the Banks,
substantially in the form annexed hereto as EXHIBIT I-3.

           "KMSC PLEDGED SHARES" means (A) the shares of each of (i) CB
Richard Ellis Corporate Facilities Management, Inc., (ii) Koll Investment
Management, Inc., (iii)


                                      A-18

<PAGE>

CBC Fremont, Incorporated (iv) CBS Investment Realty, Inc., (v) Koll
Partnerships I, Inc., and (vi) Koll Partnerships II., Inc. and (B) the
partnership interests of Koll/CC&F Management Services, a California general
partnership each pledged pursuant to the KMSC Pledge Agreement.

           "KRES PLEDGE AGREEMENT" means the Amended and Restated Pledge
Agreement dated as of May 20, 1998 from Koll Real Estate Services, a Delaware
corporation to the Agent, for the benefit of the Banks, substantially in the
form annexed hereto as EXHIBIT I-4.

           "KRES PLEDGED SHARES" means the shares of Koll Management
Services, Inc., a Delaware corporation, pledged to the Agent for the benefit
of the Banks, pursuant to the KRES Pledge Agreement.

           "KVK PLEDGE AGREEMENT" means the Amended and Restated Pledge
Agreement dated as of May 20, 1998 from Koll Von Karman, Inc., a Delaware
corporation, to the Agent for the benefit of the Banks, substantially in the
form annexed hereto as EXHIBIT I-6.

           "KVK PLEDGED SHARES" means the partnership interests of Koll/CC&F
Management Services, a California general partnership pledged by Koll Von
Karman, Inc., a Delaware corporation, to the Agent for the benefit of the
Banks pursuant to the KVK Pledge Agreement.

           "L/C ADVANCE" means each Bank's participation in any L/C Borrowing
in accordance with its Pro Rata Share.

           "L/C AMENDMENT APPLICATION" means an application form for
amendment of outstanding standby or commercial documentary letters of credit
as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall
request.

           "L/C APPLICATION" means an application form for issuances of
standby or commercial documentary letters of credit as shall at any time be
in use at the Issuing Bank, as the Issuing Bank shall request.

           "L/C BORROWING" means an extension of credit resulting from a
drawing under any Letter of Credit which shall not have been reimbursed on
the date when made nor converted into a Borrowing of Revolving Loans under
Section 3.03(b).

           "L/C COMMITMENT" means the commitment of the Issuing Bank to
Issue, and the commitment of the Banks severally to participate in, Letters
of Credit from time


                                      A-19

<PAGE>

to time Issued or outstanding under Article III, in an aggregate amount not
to exceed on any date the amount of $25,000,000 with respect to standby
letters of credit and in an aggregate amount not to exceed on any date the
amount of $5,000,000 with respect to commercial documentary letters of
credit, as the same may be reduced as a result of a reduction in the L/C
Commitment pursuant to Section 2.05 or as the same shall be reduced as a
result of a reduction in the L/C Commitment pursuant to Section 2.07;
PROVIDED that the L/C Commitment is a part of the Combined Commitments,
rather than a separate, independent commitment.

           "L/C OBLIGATIONS" means at any time the sum of (a) the aggregate
undrawn amount of all Letters of Credit then outstanding, plus (b) the amount
of all unreimbursed drawings under all Letters of Credit, including all
outstanding L/C Borrowings.

           "L/C-RELATED DOCUMENTS" means the Letters of Credit, the L/C
Applications, the L/C Amendment Applications and any other document relating
to any Letter of Credit, including any of the Issuing Bank's standard form
documents for letter of credit issuances.

           "LENDING OFFICE" means, as to any Bank, the office or offices of
such Bank specified as its "Lending Office" or "Domestic Lending Office" or
"Offshore Lending Office", as the case may be, on SCHEDULE 11.02, or such
other office or offices as such Bank may from time to time notify the Company
and the Agent.

           "LETTERS OF CREDIT" means any letters of credit (whether standby
letters of credit or commercial documentary letters of credit) Issued by the
Issuing Bank pursuant to Article III.

           "LEVERAGE RATIO" means, as of the date of any determination
thereof, the ratio of Consolidated Indebtedness existing as of such date to
Consolidated EBITDA for the period of the four (4) most recently ended
consecutive fiscal quarters of the Company. With respect to any Person
acquired by the Company in accordance with the terms of Section 8.04(d), such
Person's EBITDA for the period of the four (4) most recently ended
consecutive fiscal quarters of such Person may be included in the
determination of Consolidated EBITDA for purposes of compliance with the
Leverage Ratio; PROVIDED, that (i) such Person, if a Material Subsidiary, has
complied with the requirements of Section 7.13(a) and is not subject to any
restrictions on upstreaming cash to the Company, and (ii) with respect to any
includable fiscal quarters preceding the Acquisition of such Person, the
actual EBITDA of such Person for such prior fiscal quarters will be used so
long as audited financial statements of such Person for each of the preceding
four (4) most recently ended consecutive fiscal quarters have been made
available to the Agent and the Required Banks; PROVIDED, that unaudited
financial statements of such Person


                                      A-20

<PAGE>

may be used during interim fiscal periods so long as such unaudited financial
statements are prepared in conformity with GAAP applied on a basis consistent
with prior years and audited financial statements of such Person are
delivered at the end of such applicable fiscal year. Notwithstanding anything
contained herein to the contrary, solely for purposes of determining
compliance with Section 8.08, the term "Leverage Ratio" shall exclude from
the portion of Consolidated Indebtedness for purposes of determining the
ratio, Permitted Melody Indebtedness in an aggregate amount not to exceed
$50,000,000 at any time.

           "LIEN" means any security interest, mortgage, deed of trust,
pledge, hypothecation, assignment, charge or deposit arrangement,
encumbrance, lien (statutory or other) or preferential arrangement of any
kind or nature whatsoever in respect of any property (including those created
by, arising under or evidenced by any conditional sale or other title
retention agreement, the interest of a lessor under a capital lease, any
financing lease having substantially the same economic effect as any of the
foregoing, or the filing of any financing statement naming the owner of the
asset to which such lien relates as debtor, under the Uniform Commercial Code
or any comparable law) and any contingent or other agreement to provide any
of the foregoing, but not including the interest of a lessor under an
operating lease.

           "LOAN" means an extension of credit by a Bank to the Company under
Article II or Article III in the form of a Revolving Loan or L/C Advance.

           "LOAN DOCUMENTS" means this Agreement, any Notes, the Guaranty,
the Pledge Agreements, the Support Agreement, the Fee Letter, the L/C-Related
Documents and all other documents delivered to the Agent or any Bank in
connection herewith.

           "LONDON BUSINESS DAY" means a Business Day on which commercial
banks in London, U.K. are open for domestic and international business.

           "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation G, T, U or X of the FRB.

           "MATERIAL ADVERSE EFFECT" means (a) a material adverse change in,
or a material adverse effect upon, the operations, business, properties or
condition (financial or otherwise) of the Company and its Subsidiaries taken
as a whole; (b) a material impairment of the ability of the Company or any
Subsidiary to perform under any Loan Document to which it is a party and to
avoid any Event of Default; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Company or
any Subsidiary of any Loan Document to which it is a party.


                                      A-21

<PAGE>

           "MATERIAL SALE OF ASSETS" has the meaning specified in Section
8.03.

           "MATERIAL SUBSIDIARY" means:

                (a) with respect to any Domestic Subsidiary, the Persons listed
           on ANNEX C hereto and in addition any other Subsidiary which has
           achieved, as of the date of any determination thereof, total (gross)
           revenues for the preceding four (4) fiscal quarter period in excess
           of $1,000,000, based upon the Company's most recent annual or
           quarterly financial statements delivered to the Agent under Section
           7.01; and

                (b) with respect to any Foreign Subsidiary, (i) a Foreign
           Subsidiary which has achieved, as of the date of any determination
           thereof, total (gross) revenues for the preceding four (4) fiscal
           quarter period in excess of $10,000,000 based upon the Company's most
           recent annual or quarterly financial statements delivered to the
           Agent under Section 7.01, or (ii) a Foreign Subsidiary with total
           (gross) revenues of less than $10,000,000 (as determined in
           accordance with the preceding clause (b)(i)), whose stock has been
           pledged in accordance with Section 7.13(a), so long as no Default or
           Event of Default shall have occurred or be continuing; PROVIDED, THAT
           if any of total (gross) revenues (as calculated in the manner set
           forth above) of all Foreign Subsidiaries that are not deemed Material
           Subsidiaries is, in the aggregate, greater than or equal to
           twenty-five percent (25%) of the consolidated total (gross) revenues
           (as calculated above) of the Company and its Subsidiaries, then
           Foreign Subsidiaries, beginning with the Foreign Subsidiary with the
           largest total (gross) revenues (for purposes of this clause (b),
           calculated for the preceding four (4) fiscal quarter period) and
           continuing in descending order of size of total (gross) revenues,
           shall be deemed Material Subsidiaries until the total (gross)
           revenues of all remaining Foreign Subsidiaries that are not Material
           Subsidiaries are less than twenty-five percent (25%) of the
           consolidated total (gross) revenues of the Company and its
           Subsidiaries.

           "MELODY" means L.J. Melody & Company, a Texas corporation.

           "MELODY LOAN ARBITRAGE FACILITY" means a credit facility provided
to Melody by any depository bank in which Melody deposits payments made with
respect to mortgage loans for which Melody is servicer prior to distribution
of such payments to or for the benefit of the holders of such loans, so long
as (i) Melody applies all proceeds of loans made under such credit facility
to purchase Permitted Investments, and (ii) all


                                      A-22

<PAGE>

Permitted Investments purchased by Melody with the proceeds of loans
thereunder (and proceeds thereof and distributions thereon) are pledged to
the depository bank providing such credit facility, and such bank has a first
priority perfected security interest therein, to secure loans made under such
credit facility.

           "MELODY MORTGAGE WAREHOUSING FACILITY" means the credit facility
provided by Residential Funding Corporation ("RFC") or any substantially
similar facility extended to any Mortgage Banking Subsidiary in connection
with any Mortgage Banking Activities, pursuant to which RFC or another lender
makes loans to Melody (or any Mortgage Banking Subsidiary), the proceeds of
which loans are applied by Melody (or any Mortgage Banking Subsidiary) to
fund commercial mortgage loans originated and owned by Melody (or any
Mortgage Banking Subsidiary) subject to an unconditional, irrevocable
commitment to purchase such mortgage loans by the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association or any other
quasi-federal governmental entity, so long as loans made by RFC or such other
lender to Melody (or any Mortgage Banking Subsidiary) thereunder are secured
by a pledge of commercial mortgage loans made by Melody (or any Mortgage
Banking Subsidiary) with the proceeds of such loans, and RFC or such other
lender has a perfected first priority security interest therein, to secure
loans made under such credit facility.

           "MELODY WORKING CAPITAL FACILITY" means a credit facility provided
by a financial institution to Melody, so long as (i) the proceeds of loans
thereunder are applied only to provide working capital to Melody, (ii) loans
under such credit facility are unsecured, and (iii) the aggregate principal
amount of loans outstanding under such credit facility at no time exceeds
$1,000,000.

           "MINORITY INTERESTS" means any shares of stock of any class of any
of the Subsidiaries (other than directors' qualifying shares as required by
law) that are not owned by the Company or another Subsidiary. "MINORITY
INTERESTS" shall be valued by valuing "MINORITY INTERESTS" constituting
preferred stock at the voluntary or involuntary liquidation value of such
preferred stock, whichever is greater, and by valuing "MINORITY INTERESTS"
constituting common stock at the book value of capital and surplus applicable
thereto adjusted, if necessary, to reflect any changes from the book value of
such common stock required by the foregoing method of valuing "MINORITY
INTERESTS" in preferred stock.

           "MORTGAGE BANKING ACTIVITIES" means the origination by a Mortgage
Banking Subsidiary of mortgage loans in respect of commercial and
multi-family residential real property, and the sale (including secondary
sales by other Mortgage Banking Subsidiaries), put or assignment of such
mortgage loans and the related mortgages to another Person (other than the
Company or another of its Subsidiaries


                                      A-23

<PAGE>

which is not a Mortgage Banking Subsidiary) within 60 days after the
origination thereof; PROVIDED, HOWEVER, that in each case prior to
origination of any mortgage loan, the Company or a Mortgage Banking
Subsidiary, as the case may be, shall have entered into a legally binding and
enforceable purchase and sale agreement with respect to such mortgage loan
with a Person that purchases such loans in the ordinary course of its
business.

           "MORTGAGE BANKING SUBSIDIARY" means Melody and its Subsidiaries
that are engaged in Mortgage Banking Activities.

           "NET CASH PROCEEDS" has the meaning set forth in the Indenture.

           "NET PROCEEDS" shall mean, with respect to any Excess Subordinated
Debt Issuance, the proceeds resulting therefrom net of (x) cash expenses of
issuance (including brokerage fees, if any, and payment of principal, premium
and interest of Indebtedness), and (y) incremental income taxes paid or
payable as a result thereof.

           "NOTE" means a promissory note executed by the Company in favor of
a Bank pursuant to Section 2.02(b), in substantially the form of Exhibit G.

           "NOTICE OF BORROWING" means a notice in substantially the form of
EXHIBIT A.

           "NOTICE OF CONVERSION/CONTINUATION" means a notice in
substantially the form of EXHIBIT B.

           "OBLIGATIONS" means all advances, debts, liabilities, obligations,
covenants and duties arising under any Loan Document owing by the Company to
any Bank, the Agent, or any Indemnified Person, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising.

           "OFFSHORE CURRENCY" means a currency other than Dollars.

           "OFFSHORE CURRENCY LOAN" shall have the meaning specified in
Section 8.05(e).

           "OFFSHORE RATE" means, for any Interest Period, with respect to
Offshore Rate Loans comprising part of the same Borrowing, the rate of
interest per annum (rounded upward to the next 1/16th of 1%) determined by
the Agent as follows:


                                      A-24

<PAGE>

           Offshore Rate =         LIBOR
                          -----------------------
                   1.00 - Eurodollar Reserve Percentage

      Where,

           "EURODOLLAR RESERVE PERCENTAGE" means for any day for any Interest
Period the maximum reserve percentage (expressed as a decimal, rounded upward
to the next 1/100th of 1%) in effect on such day (whether or not applicable
to any Bank) under regulations issued from time to time by the FRB for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as "Eurocurrency liabilities");
and

           "LIBOR" means the rate calculated by the Agent on the basis of the
offered rates for deposits in Dollars for a period equal to the relevant
Interest Period which appear on Dow Jones Markets Page 3750 as the "British
Bankers Association Interest Settlement Rate" as of 11:00 a.m. London time,
on the day that is two London Business Days preceding the Borrowing Date or
the Conversion/Continuation Date, as the case may be, for the relevant
Offshore Rate Loan. If at least two such offered rates appear on the Dow
Jones Markets Page 3750 as the "British Bankers Association Interest
Settlement Rate," LIBOR with respect to such Offshore Rate Loan will be the
arithmetic mean of such offered rates (rounded to the nearest 0.0001
percentage point). If fewer than two offered rates appear, the rate will be
the arithmetic mean (rounded to the nearest 0.0001 percentage point) of the
rates quoted by the Reference Banks at approximately 11:00 a.m., New York
time, two (2) London Business Days prior to the Borrowing Date or
Conversion/Continuation Date for the relevant Offshore Rate Loan, as the case
may be.

           The Offshore Rate shall be adjusted automatically as to all
Offshore Rate Loans then outstanding as of the effective date of any change
in the Eurodollar Reserve Percentage.

           "OFFSHORE RATE LOAN" means a Loan that bears interest based on the
Offshore Rate.

           "ORGANIZATION DOCUMENTS" means, for any corporation, the
certificate or articles of incorporation, the bylaws, any certificate of
determination or instrument relating to the rights of preferred shareholders
of such corporation, any shareholder rights agreement, and all applicable
resolutions of the Board (or any committee thereof) of such corporation.


                                      A-25

<PAGE>

           "OTHER TAXES" means any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution,
delivery, performance, enforcement or registration of, or otherwise with
respect to, this Agreement or any other Loan Documents.

           "PARTICIPANT" has the meaning specified in Section 11.08(d).

           "PBGC" means the Pension Benefit Guaranty Corporation established
under Section 4002 of ERISA, and any successor thereto.

           "PERMITTED ACQUISITION" means any Acquisition permitted by Section
8.04 hereof.

           "PERMITTED INVESTMENTS" means any one of the following Investments:

           (a)  Investments held by the Company or any Subsidiary in the form of
      cash equivalents or short term marketable securities;

           (b) extensions of credit in the nature of accounts receivable or
      notes receivable arising from the sale or lease of goods or services in
      the ordinary course of business;

           (c)  Investments by the Company in any Material Subsidiary or by any
      Material Subsidiary in another Material Subsidiary or in the Company;

           (d) Investments by the Company or any of its Material Subsidiaries in
      any non-Material Subsidiaries; PROVIDED, that, (i) the aggregate
      outstanding principal amount of such Investments (without duplication) do
      not exceed $ $20,000,000 and (ii) the proceeds of such Investments are
      used solely for the general working capital needs of any such non-Material
      Subsidiary;

           (e) Investments incurred in order to consummate Permitted
      Acquisitions; PROVIDED, that (i) such Acquisitions are undertaken in
      accordance with all applicable Requirements of Law; (ii) the prior,
      effective written consent or approval to such Acquisition of the Board or
      equivalent governing body of the acquiree is obtained; and (c) all other
      requirements of Section 8.04 have been satisfied;

           (f)  Investments in the Whittier Transaction in an amount not to
      exceed $8,000,000 in the aggregate;


                                      A-26

<PAGE>


           (g)  Investments incurred in connection with the Melody Loan
      Arbitrage Facility or the Melody Mortgage Warehousing Facility;

           (h) Investments in Joint Ventures not exceeding $50,000,000 in the
      aggregate during any consecutive twelve (12) month period; PROVIDED, that
      the aggregate amount of Investments in any Joint Ventures during any
      consecutive twelve (12) month period shall be included as an "Acquisition"
      for all purposes of Section 8.04(d); and


           (i) Other Investments existing on the Third Amendment Effective Date
      and set forth in SCHEDULE 8.13 hereto.

           "PERMITTED LIENS" has the meaning specified in Section 8.01.

           "PERMITTED MELODY INDEBTEDNESS" means Indebtedness of Melody under
the Melody Loan Arbitrage Facility and the Melody Working Capital Facility
and Indebtedness of any Mortgage Banking Subsidiary under the Melody Mortgage
Warehousing Facility.

           "PERSON" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

           "PLAN" means an employee benefit plan (as defined in Section 3(3)
of ERISA) that is or, within the preceding five years, has been established
or maintained, or to which contributions are or, within the preceding five
years, have been made or required to be made, by the Company or any ERISA
Affiliate or with respect to which the Company or any ERISA Affiliate may
have any liability.

           "PLEDGE AGREEMENTS" means collectively, each of the Company Pledge
Agreement, the CB Ellis Pledge Agreement, the WREAP Pledge Agreement, the
KRES Pledge Agreement, the KMSC Pledge Agreement, the KVK Pledge Agreement,
the CB Ellis Canadian Pledge Agreement, the CB Ellis English Pledge
Agreement, the Company English Pledge Agreement, the Relam Australian Pledge
Agreement and the Relam French Pledge Agreement, as each of the same may be
amended from time to time, and any supplement to any Pledge Agreement or any
additional Pledge Agreement entered into from time to time pursuant to
Section 7.13.

           "PLEDGED SHARES" means all of the Company Pledged Shares, the CB
Ellis Pledged Shares, the WREAP Pledged Shares, the KRES Pledged Shares, the
KMSC


                                      A-27

<PAGE>

Pledged Shares, the KVK Pledged Shares, the CB Ellis Canadian Pledged Shares,
the CB Ellis English Pledged Shares, the Company English Pledged Shares, the
Relam Australian Pledged Shares, the Relam French Pledged Shares and any
additional pledged shares, partnership interests or membership interests
pledged pursuant to a Pledge Agreement.

           "PROJECTIONS" has the meaning specified in Section 6.11(b).

           "PRO RATA SHARE" means, as to any Bank at any time, the percentage
equivalent (expressed as a decimal, rounded to the ninth decimal place) at
such time of such Bank's Commitment divided by the Combined Commitments.

           "PROHIBITED TRANSACTION" means, with respect to any Plan, a
transaction described in (i) Section 406 of ERISA which is not exempt
pursuant to Section 408 of ERISA, or (ii) Section 4957(c)(1) of the Code
which is not exempt pursuant to Section 4975(c)(2) or Section 4975(d) of the
Code.

           "REFERENCE BANKS" means Wells Fargo Bank, N.A., The Bank of Nova
Scotia, Credit Lyonnais Los Angeles Branch and the Agent or such other
leading banks as shall be designated from time to time by the Company and
which shall be reasonably satisfactory to the Agent and the Required Banks.

           "RELAM" means Relam Amsterdam Holdings B.V., a Netherlands company.

           "RELAM AUSTRALIAN PLEDGE AGREEMENT" means the Equitable Mortgage
of Shares dated as of August 13, 1999 from Relam to the Agent for the benefit
of the Banks.

           "RELAM AUSTRALIAN PLEDGED SHARES" means the shares of CB Richard
Ellis Pty Ltd., an Australian company, pledged to the Agent for the benefit
of the Banks pursuant to the Relam Australian Pledge Agreement.

           "RELAM FRENCH PLEDGE AGREEMENT" means the Pledge Over Financial
Instrument (Share) Account dated as of August 18, 1999 from Relam to the
Agent for the benefit of Banks.

           "RELAM FRENCH PLEDGED SHARES" means the shares of CB Richard Ellis
S.A., a French company, pledged to the Agent for the benefit of the Banks
pursuant to the Relam French Pledge Agreement.

           "REPLACEMENT BANK" has the meaning specified in Section 4.08.


                                      A-28

<PAGE>

           "REQUIRED BANKS" means at any time Banks then holding at least 51%
of the then aggregate unpaid principal amount of the Loans, or, if no amounts
are outstanding, Banks then having at least 51% of the aggregate amount of
the Commitments.

           "REQUIREMENT OF LAW" means, as to any Person, any law (statutory
or common), treaty, rule or regulation or determination of an arbitrator or
of a Governmental Authority, in each case applicable to or binding upon the
Person or any of its property or to which the Person or any of its property
is subject.

           "RESPONSIBLE OFFICER" means the chief executive officer, the
president or any executive vice president of such Person, or any other
officer having substantially the same authority and responsibility; or, with
respect to compliance with financial covenants, the chief financial officer
or the treasurer of the Company, or any other officer having substantially
the same authority and responsibility.

           "RESTRICTED INVESTMENT" means any Investment other than a
Permitted Investment.

           "RESTRICTED PAYMENT" means, (a) any dividend or other
distribution, direct or indirect, in respect of any shares of the Capital
Stock of the Company or any of its Subsidiaries, other than dividends or
other distributions payable solely in shares of its Capital Stock, or
warrants, rights, or options therefor, and dividends or other distributions
by any of its Subsidiaries to the Company or another Subsidiary; and (b) any
purchase, redemption, retirement or other acquisition of any shares of
Capital Stock of the Company or any of its Subsidiaries, now or hereafter
outstanding (except for any purchase, redemption, retirement or other
acquisition of any shares of Capital Stock of any Subsidiary by the Company
or another Subsidiary), or of any warrants, rights or options evidencing a
right to purchase or acquire any such shares (except in exchange for other
shares of Capital Stock or warrants, rights or options evidencing a right to
purchase or acquire any such shares).

           "REVOLVING LOAN" has the meaning specified in Section 2.01, and
may be a Base Rate Loan or an Offshore Rate Loan (each, a "TYPE" of Revolving
Loan).

           "REVOLVING TERMINATION DATE" means the earlier to occur of:

                (a)  the fifth anniversary following May 20, 1998; and


                                      A-29

<PAGE>

                (b) the date on which the Commitments terminate in accordance
           with the provisions of this Agreement; provided, that in no event
           shall the Revolving Termination Date be later than June 30, 2003.

           "SALE" has the meaning specified in Section 8.03 hereof.

           "SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

           "SENIOR MANAGING AGENTS" has the meaning specified in the
introductory clause hereto.

           "SOLVENT" means, with respect to any Person that:

           (i)   the total present fair value and fair salable value of such
Person's assets on a going concern basis is in excess of the total amount of
such Person's liabilities, including contingent liabilities;

           (ii)  such Person is able to pay its liabilities and contingent
liabilities as they become due; and

           (iii) such Person does not have unreasonably small capital with
which to engage in such Person's business as theretofore operated and as
proposed to be operated.

           "SPOT RATE" means, with respect to a currency, the rate quoted by
Bank of America as the spot rate for the purchase by Bank of America of such
currency with another currency through its FX Trading Office at approximately
8:00 a.m. (San Francisco time) on the date two Business Days prior to the
date as of which the foreign exchange computation is made.

           "SUBORDINATED DEBT" means any Indebtedness that is in any manner
subordinated in right of payment or security in any respect to Indebtedness
evidenced by the Notes under this Agreement, including, without limitation,
the Indebtedness evidenced by the Subordinated Note Documents.

           "SUBORDINATED NOTE DOCUMENTS" means the Subordinated Notes, the
Indenture and all other documents and instruments executed in connection
therewith.

           "SUBORDINATED NOTES" means the 8.875 % senior subordinated notes
of the Company due 2006 in the aggregate principal amount of $175,000,000
issued pursuant to the Indenture.


                                      A-30

<PAGE>

           "SUBSIDIARY" of a Person means any corporation, association,
partnership, limited liability company, joint venture or other business
entity of which more than 50% of the voting stock, membership interests or
other equity interests (in the case of Persons other than corporations), is
owned or controlled directly or indirectly by the Person, or one or more of
the Subsidiaries of the Person, or a combination thereof. Unless the context
otherwise clearly requires, references herein to a "Subsidiary" refer to a
Subsidiary of the Company.

           "SUPPORT AGREEMENT" means the Support Agreement dated as of
October 29, 1999 from each of (i) Company, (ii) CB Ellis, (iii) WREAP, (iv)
Melody, (v) CB Richard Ellis Corporate Facilities Management, Inc., (vi) Koll
Investment Management, Inc., (vii) Koll Partnerships I, Inc., (viii) Koll
Partnerships II, Inc., (ix) Hold Par A, (x) Hold Par B, (xi) Relam and (xii)
CB Richard Ellis S.A. to the Agent for the benefit of the Banks.

           "SURETY INSTRUMENTS" means all letters of credit (including
standby and commercial), banker's acceptances, bank guaranties, shipside
bonds, surety bonds and similar instruments.

           "SWAP CONTRACT" means any agreement, whether or not in writing,
relating to any transaction that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or
option, bond, note or bill option, interest rate option, forward foreign
exchange transaction, cap, collar or floor transaction, currency swap,
cross-currency rate swap, swaption, currency option or any other, similar
transaction (including any option to enter into any of the foregoing) or any
combination of the foregoing, and, unless the context otherwise clearly
requires, any master agreement relating to or governing any or all of the
foregoing.

           "SWAP TERMINATION VALUE" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or
after the date such Swap Contracts have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and
(b) for any date prior to the date referenced in clause (a) the amount(s)
determined as the mark-to-market value(s) for such Swap Contracts, as
determined by the Company based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts
(which may include any Bank).

           "TAXES" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar
charges, and all liabilities with


                                      A-31

<PAGE>

respect thereto, excluding, in the case of each Bank and the Agent,
respectively, taxes imposed on or measured by its net income by the
jurisdiction (or any political subdivision thereof) under the laws of which
such Bank or the Agent, as the case may be, is organized or maintains its
lending office hereunder.
           "TERMINATION EVENT" means with respect to a Plan included in
clause (i) of the definition of the term "Plan" hereunder,

           (i)    the occurrence of a reportable event described in Section
      4043(b) of ERISA, including any failure to satisfy the minimum funding
      standard of Section 412 of the Code of Section 302 of ERISA regardless
      of any waiver issued under Section 412(d) of the Code or Section 303 of
      ERISA, other than a reportable event occurring with response to a Plan
      as to which the PBGC has waived the 30-day notice requirement;

           (ii)   a cessation of operations as described in Section 4062(e)
      of ERISA by the Company or any ERISA Affiliate;

           (iii)  the filing of a notice under Section 4041 of ERISA of
      intent to terminate a Plan which is a single-employer plan or the
      termination of such Plan;

           (iv)   the receipt of notice by the Company or an ERISA Affiliate
      of the occurrence of an event described in Section 4041A of ERISA which
      constitutes a termination of a Plan which is a multiemployer plan;

           (v)    the institution of proceedings by the PBGC under Section
      4042 of ERISA to terminate a Plan or to appoint a trustee to administer
      a Plan, or the receipt of notice by the Company or an ERISA Affiliate
      that such action has been taken with respect to a Plan which is a
      multiemployer plan;

           (vi)   a withdrawal by the Company or an ERISA Affiliate from a
      Plan which is a single-employer plan with respect to which the Company
      or such ERISA Affiliate was a "substantial employer" under Section
      4001(a)(2) of ERISA;

           (vii)  a complete or partial withdrawal by the Company or an ERISA
      Affiliate from a Plan which is a multiemployer plan as described in
      Section 4203 or 4205 of ERISA;

           (viii) the receipt of notice by the Company or an ERISA Affiliate
      that a Plan which is a multiemployer plan is in reorganization or is
      insolvent under Sections 4241 or 4245 of ERISA; and


                                      A-32

<PAGE>

           (ix)   the entering into of a transaction by the Company or an
      ERISA Affiliate a principal purpose of which is to evade or avoid
      liability under Title IV of ERISA and that could be subject to Section
      4069(a) or 42 ERISA.

           "THIRD PARTY INTERACTIVES" means all Persons with whom each of the
Company and its Material Subsidiaries exchanges data electronically in the
ordinary course of business, including, without limitation, customers,
suppliers, third-party vendors, subcontractors, processors-converters,
shippers and warehousemen.

           "THIRD AMENDMENT EFFECTIVE DATE" shall have the meaning set forth
in Amendment No. 3 dated as of October 29, 1999 to Amended and Restated
Credit Agreement by and among the Company, the Agent, the Issuing Bank and
the Banks signatory thereto.

           "TOTAL CONSIDERATION" means, with respect to any Acquisition by
any Person, (a) the sum of (i) all cash consideration paid or agreed to be
paid by such Person to make such Acquisition (inclusive of payments by such
Person of the seller's professional fees and expenses and other out-of-pocket
expenses in connection therewith), PLUS (ii) the fair market value of all
non-cash consideration paid by such Person in connection therewith, PLUS
(iii) an amount equal to the principal or stated amount of all liabilities
assumed or incurred by such Person in connection therewith excluding trade
payables and accruals incurred in the ordinary course, MINUS (b) cash, if
any, acquired as part of such Acquisition. The principal or stated amount of
any liability assumed or incurred by a Person in connection with an
Acquisition which is a contingent liability shall be an amount equal to the
stated amount of such liability or, if the same is not stated, such
contingent liability shall be an amount equal to (i) if such contingent
liability is required to be reflected on a balance sheet of such Person in
accordance with GAAP, the amount required to be so reflected and (ii) if such
contingent liability is not required to be reflected on a balance sheet of
such Person in accordance with GAAP, the maximum reasonably anticipated
amount payable by such Person in respect thereof as determined by such Person
in good faith. Notwithstanding anything herein to the contrary, the present
value of any liability assumed in connection with any covenants not to
compete shall be discounted by a rate equal to the Base Rate.

           "TYPE" has the meaning specified in the definition of "Revolving
Loan."

           "UNFUNDED CURRENT LIABILITY" means, with respect to all Plans
included in clause (i) of the definition of the term "Plan" hereunder (other
than any such Plan referred to in the definition of the term "Withdrawal
Liability" hereunder), an amount equal to the sum of the amounts (none of
which shall be less than zero), if any, by which the current


                                      A-33

<PAGE>

liability of each such Plan under Section 412(c)(7)(B) of the Code, as most
recently determined (which determination shall be made no less frequently
than annually), exceeds the value of the assets of each such Plan, as
determined under Section 412(c)(2) of the Code and the regulations thereunder
as of the same date for which the current liability of the Plan is determined.

           "UNITED STATES" and "U.S." each means the United States of
America.

           "VOTING STOCK" with respect to a corporation or limited liability
company, means the stock or membership interests, as the case may be, of such
corporation or limited liability company the holders of which are ordinarily,
in the absence of contingencies, entitled to elect members of the Board (or
other governing body), as the case may be, of such corporation or limited
liability company, and with respect to any partnership, shall mean the
partnership interests in such partnership the owners of which are entitled to
manage the affairs of such partnership, or vote in connection with the
management of the affairs of such partnership or the designation of another
Person as the Person entitled to manage the affairs of such partnership (it
being understood that, in the case of any partnership, "shares" of Voting
Stock shall refer to such partnership interests).

           "WITHDRAWAL LIABILITY" means, with respect to all Plans included
in clause (i) of the definition of the term "Plan" hereunder which are
single-employer plans having two or more contributing sponsors at least two
of whom are not common control or which are multiemployer plans, an amount
equal to the sum of the liabilities to all such Plans of the Company and all
ERISA Affiliates under Sections 4063, 4064, and 4211 of ERISA if the Company
and all such ERISA Affiliates were to withdraw from all such Plans or if all
such Plans were to terminate.

           "WHITTIER TRANSACTION" means the transaction described on ANNEX D
hereto.

           "WHOLLY-OWNED SUBSIDIARY" means any corporation in which (other
than directors' qualifying shares required by law) 100% of the Capital Stock
of each class having ordinary voting power, and 100% of the Capital Stock of
every other class, in each case, at the time as of which any determination is
being made, is owned, beneficially and of record, by the Company, or by one
or more of the other Wholly-Owned Subsidiaries, or both.

           "WREAP PLEDGE AGREEMENT" means the Amended and Restated Pledge
Agreement dated as of May 20, 1998 from each of Hold Par A, a Delaware
general partnership ("Hold Par A"), Hold Par B, a Delaware general
partnership ("Hold Par B")


                                      A-34

<PAGE>


and Westmark Real Estate Acquisition Partnership, L.P. ("WREAP") to the
Agent, for the benefit of the Banks, substantially in the form annexed hereto
as EXHIBIT I-5.

           "WREAP PLEDGED SHARES" means the membership units of Westmark
Realty Advisors LLC pledged by each of Hold Par A, Hold Par B and WREAP to
the Agent, for the benefit of the Banks, pursuant to the WREAP Pledge
Agreement.

           "YEAR 2000 DATE-SENSITIVE SYSTEM/COMPONENT" shall mean, as to any
Person, any system software, network software, applications software, data
base, computer file, embedded microchip, firmware or hardware that accepts,
creates, manipulates, sorts, sequences, calculates, compares or outputs
calendar-related data accurately; such systems and components shall include,
without limitation, mainframe computers, file server/client systems, computer
workstations, routers, hubs, other network-related hardware, and other
computer-related software, firmware or hardware and information processing
and delivery systems of any kind and telecommunications systems and other
communications processors, security systems, alarms, elevators and HVAC
systems.

           "YEAR 2000 PROBLEMS" shall mean, with respect to each of the
Company and its Material Subsidiaries, limitations on the capacity or
readiness of any of its Year 2000 Date-Sensitive Systems/Components to
accurately accept, create, manipulate, sort, sequence, calculate, compare or
output calendar date information with respect to calendar year 1999 or any
subsequent calendar year beginning on or after January 1, 2000 (including
leap year computations), including, without limitation, exchanges of
information among Year 2000 Date-Sensitive Systems/Components of the Company
and its Material Subsidiaries and exchanges of information among the Company,
its Material Subsidiaries and Year 2000 Date-Sensitive Systems/Components of
Third Party Interactives and functionality of peripheral interfaces, firmware
and embedded microchips.

      1.02 OTHER INTERPRETIVE PROVISIONS.  (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.

           (b) The words "hereof", "herein", "hereunder" and similar words
refer to this Agreement as a whole and not to any particular provision of
this Agreement; and Section, Annex, Schedule and Exhibit references are to
this Agreement unless otherwise specified.

           (c) (i) The term "documents" includes any and all instruments,
      documents, agreements, certificates, indentures, notices and other
      writings, however evidenced.


                                      A-35

<PAGE>

                (ii)  The term "including" is not limiting and means "including
      without limitation."

                (iii) In the computation of periods of time from a specified
      date to a later specified date, the word "from" means "from and
      including"; the words "to" and "until" each mean "to but excluding", and
      the word "through" means "to and including."

           (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications
thereto, but only to the extent such amendments and other modifications are
not prohibited by the terms of any Loan Document, and (ii) references to any
statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.

           (e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

           (f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and
shall each be performed in accordance with their terms.

           (g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the
Company and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Banks, the Agent or the
Arranger merely because of the Agent's, Banks' or Arranger's involvement in
their preparation.

      1.03 ACCOUNTING PRINCIPLES. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be
construed, and all financial computations required under this Agreement shall
be made, in accordance with GAAP, consistently applied.

           (b) References herein to "fiscal year" and "fiscal quarter" refer
to such fiscal periods of the Company.


                                      A-36

<PAGE>

                                   ARTICLE II

                                  THE CREDITS

      2.01 AMOUNTS AND TERMS OF COMMITMENTS. Each Bank severally agrees, on
the terms and conditions set forth herein, to make loans to the Company (each
such loan, a "REVOLVING LOAN") from time to time on any Business Day during
the period from the Closing Date to the Revolving Termination Date, in an
aggregate amount not to exceed at any time outstanding the amount set forth
on SCHEDULE 2.01 (such amount, as the same may be reduced under Sections 2.05
or 2.07 or as a result of one or more assignments under Section 11.08, the
Bank's "COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any
Borrowing of Revolving Loans, the Effective Amount of all outstanding
Revolving Loans, and the Effective Amount of all L/C Obligations, shall not
at any time exceed the Combined Commitments; and PROVIDED FURTHER, that the
Effective Amount of the Revolving Loans of any Bank plus the participation of
such Bank in the Effective Amount of all L/C Obligations shall not at any
time exceed such Bank's Commitment. Within the limits of each Bank's
Commitment, and subject to the other terms and conditions hereof, the Company
may borrow under this Section 2.01, prepay under Section 2.06 and reborrow
under this Section 2.01.

      2.02 LOAN ACCOUNTS. (a) The Loans made by each Bank and the Letters of
Credit Issued by the Issuing Bank shall be evidenced by one or more accounts
or records maintained by such Bank or Issuing Bank, as the case may be, in
the ordinary course of business. The accounts or records maintained by the
Agent, the Issuing Bank and each Bank shall be conclusive absent manifest
error of the amount of the Loans made by the Banks to the Company and the
Letters of Credit Issued for the account of the Company, and the interest and
payments thereon. Any failure so to record or any error in doing so shall
not, however, limit or otherwise affect the obligation of the Company
hereunder to pay any amount owing with respect to the Loans or any Letter of
Credit.

           (b) Upon the request of any Bank made through the Agent, the Loans
made by such Bank may be evidenced by one or more Notes, instead of or in
addition to loan accounts. Each such Bank shall endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan made by it
and the amount of each payment of principal made by the Company with respect
thereto. Each such Bank is irrevocably authorized by the Company to endorse
its Note(s) and each Bank's record shall be conclusive absent manifest error;
PROVIDED, HOWEVER, that the failure of a Bank to make, or an error in making,
a notation thereon with respect to any Loan shall not limit or otherwise
affect the obligations of the Company hereunder or under any such Note to
such Bank.


                                      A-37

<PAGE>

      2.03 PROCEDURE FOR BORROWING. (a) Each Borrowing of Revolving Loans
shall be made upon the Company's irrevocable written notice delivered to the
Agent in the form of a Notice of Borrowing (which notice must be received by
the Agent (i) prior to 10:00 a.m. (San Francisco time) three Business Days
prior to the requested Borrowing Date, in the case of Offshore Rate Loans;
and (ii) prior to 9:00 A.M. (San Francisco time) on the requested Borrowing
Date, in the case of Base Rate Loans, specifying:

                     (A) the amount of the Borrowing, which shall be in an
           aggregate minimum amount of $5,000,000 or any multiple of $1,000,000
           in excess thereof;

                     (B)  the requested Borrowing Date, which shall be a
           Business Day;

                     (C)  the Type of Loans comprising the Borrowing; and

                     (D) with respect to Offshore Rate Loans; the duration of
           the Interest Period applicable to such Loans included in such notice.
           If the Notice of Borrowing fails to specify the duration of the
           Interest Period for any Borrowing comprised of Offshore Rate Loans,
           such Interest Period shall be one (1) month.

           (b) The Agent will promptly notify each Bank of its receipt of any
Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that
Borrowing.

           (c) Each Bank will make the amount of its Pro Rata Share of each
Borrowing available to the Agent for the account of the Company at the
Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing
Date requested by the Company in funds immediately available to the Agent.
The proceeds of all such Loans will then be made available to the Company by
the Agent at such office by crediting the account of the Company on the books
of Bank of America with the aggregate of the amounts made available to the
Agent by the Banks and in like funds as received by the Agent or by wire
transfer in accordance with written instructions provided to the Agent by the
Company of like funds as received by the Agent.

           (d) After giving effect to any Borrowing, unless the Agent shall
otherwise consent, there may not be more than five (5) different Interest
Periods in effect.

      2.04 CONVERSION AND CONTINUATION ELECTIONS.  (a) The Company may, upon
irrevocable written notice to the Agent in accordance with Section 2.04(b):


                                      A-38

<PAGE>

                (i) elect, as of any Business Day, in the case of Base Rate
      Loans, or as of the last day of the applicable Interest Period, in the
      case of any other Type of Revolving Loans, to convert any such Loans (or
      any part thereof in an amount not less than $5,000,000, or that is in an
      integral multiple of $1,000,000 in excess thereof) into Loans of any other
      Type; or

                (ii) elect as of the last day of the applicable Interest Period,
      to continue any Offshore Rate Loans (or any part thereof in an amount not
      less than $5,000,000, or that is in an integral multiple of $1,000,000 in
      excess thereof) with Interest Periods identical to the then expiring
      Offshore Rate Loan or with different Interest Periods as specified in the
      Notice of Conversion/Continuation.

provided, that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $5,000,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the
right of the Company to continue such Loans as Offshore Rate Loans shall
terminate.

           (b) The Company shall deliver a Notice of Conversion/Continuation
to be received by the Agent (i) not later than 10:00 a.m. (San Francisco
time) at least three Business Days in advance of the Conversion/Continuation
Date, if the Loans are to be converted into or continued as Offshore Rate
Loans; and (ii) not later than 9:00 a.m. (San Francisco time) on the
Conversion/Continuation Date, if the Loans are to be converted into Base Rate
Loans, specifying:

                     (A)  the proposed Conversion/Continuation Date;

                     (B)  the aggregate amount of Loans to be converted or
           continued;

                     (C)  the Type of Loans resulting from the proposed
           conversion or continuation; and

                     (D) other than in the case of conversions into Base Rate
           Loans, the duration of the requested Interest Period.

           (c) If upon the expiration of any Interest Period applicable to
Offshore Rate Loans, the Company has failed to select timely a new Interest
Period to be applicable to such Offshore Rate Loans, or if any Default or
Event of Default then exists, the Company shall be deemed to have elected to
convert such Offshore Rate Loans into Base Rate Loans effective as of the
expiration date of such Interest Period.


                                      A-39

<PAGE>

           (d) The Agent will promptly notify each Bank of its receipt of a
Notice of Conversion/Continuations, or, if no timely notice is provided by
the Company, the Agent will promptly notify each Bank of the details of any
automatic conversion. All conversions and continuations shall be made ratably
according to the respective outstanding principal amounts of the Loans with
respect to which the notice was given held by each Bank.

           (e) Unless the Required Banks otherwise consent, during the
existence of a Default or Event of Default, the Company may not elect to have
a Loan converted into or continued as an Offshore Rate Loan.

           (f) After giving effect to any conversion or continuation of
Loans, unless the Agent shall otherwise consent, there may not be more than
five (5) different Interest Periods in effect.

      2.05 VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS. Subject to
Section 4.04, the Company may, upon not less than three (3) Business Days'
prior notice to the Agent (and upon receipt of such notice the Agent shall
promptly notify the Banks thereof), terminate the Commitments, or permanently
reduce the Commitments by an aggregate minimum amount of $5,000,000 or any
multiple of $1,000,000 in excess thereof; UNLESS, after giving effect thereto
and to any prepayments of Loans made on the effective date thereof, (a) the
Effective Amount of all Revolving Loans and L/C Obligations together would
exceed the amount of the Combined Commitments then in effect, or (b) the
Effective Amount of all L/C Obligations then outstanding would exceed the L/C
Commitment. Once reduced in accordance with this Section, the Commitments may
not be increased. Any reduction of the Commitments shall be applied to each
Bank according to its Pro Rata Share. If and to the extent specified by the
Company in the notice to the Agent, some or all of the reduction in the
Combined Commitments shall be applied to reduce the L/C Commitment. All
accrued commitment and letter of credit fees to, but not including, the
effective date of any reduction or termination of Commitments, shall be paid
on the effective date of such reduction or termination. Any reduction of the
Combined Commitments pursuant to this Section 2.05 shall reduce the next
remaining reductions of the Combined Commitments pursuant to Section 2.07
scheduled to occur after the date of such reduction.

      2.06 OPTIONAL PREPAYMENTS. Subject to Section 4.04, the Company may, at
any time or from time to time, upon not less than three (3) Business Days'
irrevocable notice to the Agent with respect to Offshore Rate Loans and upon
not less than one (1) Business Days' irrevocable notice to the Agent with
respect to Base Rate Loans, ratably prepay Loans in whole or in part, in
minimum amounts of $5,000,000 or any multiple of


                                      A-40

<PAGE>

$1,000,000 in excess thereof. Such notice of prepayment shall specify the
date (which shall be a Business Day) and amount of such prepayment and the
Type(s) of Loans to be prepaid. The Agent will promptly notify each Bank of
its receipt of any such notice, and of such Bank's Pro Rata Share of such
prepayment. If such notice is given by the Company, the Company shall make
such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein, together with accrued interest to
each such date on the amount prepaid and any amounts required pursuant to
Section 4.04.

      2.07 MANDATORY COMMITMENT REDUCTIONS; MANDATORY PREPAYMENTS OF LOANS.

           (a) The Combined Commitments shall be automatically and
permanently reduced on each reduction date set forth below by the amount set
forth opposite such date as follows:

      REDUCTION DATE                            REDUCTION AMOUNT

      Third Amendment Effective                 $50,000,000
      December 31, 2000                         $80,000,000
      December 31, 2001                         $70,000,000
      Revolving Termination Date                Balance of Combined
                                                Commitments

In the event that on any date the Combined Commitments are reduced pursuant
to clause (a) or (b) of this Section 2.07, the Effective Amount of all
outstanding Revolving Loans, and the Effective Amount of all L/C Obligations,
exceeds the Combined Commitments in effect on such date after giving effect
to such reduction, the Company shall, on such date, make a mandatory
prepayment of the Loans in a principal amount equal to such excess, so that
after giving effect to such prepayment, the Effective Amount of all
outstanding Revolving Loans, and the Effective Amount of all L/C Obligations,
shall not exceed the Combined Commitments as of such date and the Effective
Amount of the Revolving Loans of any Bank plus the participation of such Bank
in the Effective Amount of all L/C Obligations shall not exceed such Bank's
Commitment as of such date.

           (b) (i) Upon consummation of any Excess Subordinated Debt
Issuance, a portion of the Combined Commitments equal to the amount of Net
Proceeds of such Excess Subordinated Debt Issuance shall be permanently
reduced by an amount equal to the sum of such Net Proceeds.

                (ii) Upon consummation of any Asset Sale (as such term is
      defined in the Indenture) which results in any amounts becoming due and
      owing under the Subordinated Note Documents, a portion of the Combined
      Commitments equal to


                                      A-41

<PAGE>

      the amount of Net Cash Proceeds (as such term is defined in the Indenture)
      resulting from such Asset Sale shall be permanently reduced by an amount
      equal to the sum of such Net Cash Proceeds resulting from such Asset Sale.

                (iii) Upon the creation, incurrence, assumption or existence of
      any Indebtedness of the Company or any of its Subsidiaries in connection
      with any Offshore Currency Loan, a portion of the Combined Commitments
      equal to the Equivalent Amount of the aggregate principal amount of each
      such Offshore Currency Loan shall be permanently reduced by an amount
      equal to the sum of the Equivalent Amount of each such Offshore Currency
      Loan.

           (c) If on any date the Effective Amount of L/C Obligations exceeds
the L/C Commitment, the Company shall Cash Collateralize on such date the
outstanding Letters of Credit in an amount equal to the excess of the maximum
amount then available to be drawn under the Letters of Credit over the
Aggregate L/C Commitment. Subject to Section 4.04, if on any date after
giving effect to any Cash Collateralization made on such date pursuant to the
preceding sentence, the Effective Amount of all Revolving Loans then
outstanding plus the Effective Amount of all L/C Obligations exceeds the
Combined Commitments, the Company shall immediately, and without notice or
demand, prepay the outstanding principal amount of the Revolving Loans and
L/C Advances by an amount equal to the applicable excess.

           (d) Each reduction in the Combined Commitments hereunder shall be
made ratably among the Banks in accordance with their respective Commitments.
The Company shall pay to the Agent for the account of the Banks on the date
of each termination or reduction in the Combined Commitments, the commitment
fees on the amount of the Combined Commitments so terminated or reduced
accrued to the date of such termination or reduction.

           (e) On any date when the outstanding Loans (after giving effect to
any Borrowings effected on such date) exceeds the Combined Commitments, the
Company shall make a mandatory prepayment of the Loans in such amount as may
be necessary so that the aggregate amount of outstanding Loans after giving
effect to such prepayment does not exceed the Combined Commitments then in
effect.

           (f) Simultaneously with each prepayment of a Loan, the Company
shall prepay all accrued interest on the amount prepaid through the date of
prepayment. Unless otherwise specified by the Company, each prepayment of
Revolving Credit Loans shall first be applied to Base Rate Loans. If any
prepayment is made in respect of any of Offshore Rate Loans, in whole or in
part, prior to the last day of the applicable Interest Period, the Company
agrees to indemnify the Banks in accordance with Section 4.04.


                                      A-42

<PAGE>

      2.08 REPAYMENT. The Company shall repay to the Banks on the Revolving
Termination Date the aggregate principal amount of Revolving Loans, and
subject to Section 3.01 hereof, the aggregate principal amount of L/C
Advances, each outstanding on such date.

      2.09 INTEREST. (a) Each Revolving Loan shall bear interest on the
outstanding principal amount thereof from the applicable Borrowing Date at a
rate per annum equal to the Offshore Rate or the Base Rate, as the case may
be (and subject to the Company's right to convert to other Types of Loans
under Section 2.04), PLUS the Applicable Margin.

           (b) Interest on each Revolving Loan shall be paid in arrears on
each Interest Payment Date. Interest shall also be paid on the date of any
prepayment of Loans under Section 2.06 or 2.07 for the portion of the Loans
so prepaid and upon payment (including prepayment) in full thereof and,
during the existence of any Event of Default, interest shall be paid on
demand of the Agent at the request or with the consent of the Required Banks.

           (c) Notwithstanding clause (a) of this Section 2.09, while any
Event of Default exists or after acceleration of any of the Obligations
hereunder, the Company shall pay interest (after as well as before entry of
judgment thereon to the extent permitted by law) on the principal amount of
all outstanding Loans, at a rate per annum which is determined by adding 2%
per annum to the Applicable Margin then in effect for such Loans and, in the
case of Obligations not subject to an Applicable Margin, at a rate per annum
which is determined by adding 2% per annum to the Base Rate; PROVIDED,
HOWEVER, that, on and after the expiration of any Interest Period applicable
to any Offshore Rate Loan outstanding on the date of occurrence of such Event
of Default or acceleration, the principal amount of such Loan shall, during
the continuation of such Event of Default or after acceleration, bear
interest at a rate per annum which is determined by adding 2% per annum to
the Base Rate.

           (d) Anything herein to the contrary notwithstanding, the
obligations of the Company to any Bank hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank would be contrary
to the provisions of any law applicable to such Bank limiting the highest
rate of interest that may be lawfully contracted for, charged or received by
such Bank, and in such event the Company shall pay such Bank interest at the
highest rate permitted by applicable law.


                                      A-43

<PAGE>

      2.10 FEES.  In addition to certain fees described in Section 3.08:

           (a) ARRANGEMENT AGENCY FEES. The Company shall pay an arrangement
fees to the Arranger for the Arranger's own account, and shall pay agency
fees to the Agent for the Agent's own account, as required by the letter
agreement ("FEE LETTER") among the Company, the Arranger and Agent dated
September 28, 1999.

           (b) COMMITMENT FEES. The Company shall pay to the Agent for the
account of each Bank a commitment fee on the average daily unused portion of
such Bank's Commitment, computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter based upon the daily utilization for
that quarter as calculated by the Agent, equal to the Applicable Commitment
Fee Rate. For purposes of calculating utilization under this Section, the
Commitments shall be deemed used to the extent of the Effective Amount of
Revolving Loans then outstanding, plus the Effective Amount of L/C
Obligations then outstanding. Such commitment fee shall accrue from the
Closing Date to the Revolving Termination Date and shall be due and payable
quarterly in arrears on the last Business Day of each calendar year quarter
commencing on June 30, 1998 through the Revolving Termination Date, with the
final payment to be made on the Revolving Termination Date; PROVIDED that, in
connection with any reduction or termination of Commitments under Section
2.05 or Section 2.07, the accrued commitment fee calculated for the period
ending on such date shall also be paid on the date of such reduction or
termination, with the following quarterly payment being calculated on the
basis of the period from such reduction or termination date to such quarterly
payment date. The commitment fees provided in this Section shall accrue at
all times after the above- mentioned commencement date, including at any time
during which one or more conditions in Article V are not met.

      2.11 COMPUTATION OF FEES AND INTEREST. (a) All computations of interest
for Base Rate Loans when the Base Rate is determined by Bank of America's
"reference rate" shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more interest being paid than if computed on the basis of a
365-day year). Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last day
thereof.

           (b) Each determination of an interest rate and any fees referenced
in Section 2.10 by the Agent shall be conclusive and binding on the Company
and the Banks in the absence of manifest error. The Agent will, at the
request of the Company or any Bank, deliver to the Company or the Bank, as
the case may be, a statement showing the quotations used by the Agent in
determining any interest rate and the resulting interest rate.


                                      A-44

<PAGE>

      2.12 PAYMENTS BY THE COMPANY. (a) All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be
made to the Agent for the account of the Banks at the Agent's Payment Office,
and shall be made in dollars and in immediately available funds, no later
than 11:00 A.M. (San Francisco time) on the date specified herein. The Agent
will promptly distribute to each Bank its Pro Rata Share (or other applicable
share as expressly provided herein) of such payment in like funds as
received. Any payment received by the Agent later than 11:00 A.M. (San
Francisco time) shall be deemed to have been received on the following
Business Day and any applicable interest or fee shall continue to accrue.

           (b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and
such extension of time shall in such case be included in the computation of
interest or fees, as the case may be.

           (c) Unless the Agent receives notice from the Company prior to the
date on which any payment is due to the Banks that the Company will not make
such payment in full as and when required, the Agent may assume that the
Company has made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required),
in reliance upon such assumption, distribute to each Bank on such due date an
amount equal to the amount then due such Bank. If and to the extent the
Company has not made such payment in full to the Agent, each Bank shall repay
to the Agent on demand such amount distributed to such Bank, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Bank until the date repaid.

      2.13 PAYMENTS BY THE BANKS TO THE AGENT. (a) Unless the Agent receives
notice from a Bank on or prior to the Closing Date or, with respect to any
Borrowing after the Closing Date, at least one Business Day prior to the date
of such Borrowing, that such Bank will not make available as and when
required hereunder to the Agent for the account of the Company the amount of
that Bank's Pro Rata Share of the Borrowing, the Agent may assume that each
Bank has made such amount available to the Agent in immediately available
funds on the Borrowing Date and the Agent may (but shall not be so required),
in reliance upon such assumption, make available to the Company on such date
a corresponding amount. If and to the extent any Bank shall not have made its
full amount available to the Agent in immediately available funds as and when
required and the Agent in such circumstances has made available to the
Company such amount, that Bank shall on the Business Day following such
Borrowing Date make such amount available to the Agent, together with
interest at the Federal Funds Rate for each day during such period. A notice
of the Agent submitted to any Bank with respect to amounts owing under this
Section (a) shall be conclusive, absent manifest error. If such amount is so
made available, such


                                      A-45
<PAGE>

payment to the Agent shall constitute such Bank's Loan on the date of
Borrowing for all purposes of this Agreement. If such amount is not made
available to the Agent on the Business Day following the Borrowing Date, the
Agent will notify the Company of such failure to fund and, upon demand by the
Agent, the Company shall pay such amount to the Agent for the Agent's
account, together with interest thereon for each day elapsed since the date
of such Borrowing, at a rate per annum equal to the interest rate applicable
at the time to the Loans comprising such Borrowing.

           (b) The failure of any Bank to make any Loan on any Borrowing Date
shall not relieve any other Bank of any obligation hereunder to make a Loan
on such Borrowing Date, but no Bank shall be responsible for the failure of
any other Bank to make the Loan to be made by such other Bank on any
Borrowing Date.

      2.14 SHARING OF PAYMENTS, ETC. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Obligations in its
favor any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) in excess of its ratable share (or other
share contemplated hereunder), such Bank shall immediately (a) notify the
Agent of such fact, and (b) purchase from the other Banks such participations
in the Loans made by them as shall be necessary to cause such purchasing Bank
to share the excess payment pro rata with each of them; PROVIDED, HOWEVER,
that if all or any portion of such excess payment is thereafter recovered
from the purchasing Bank, such purchase shall to that extent be rescinded and
each other Bank shall repay to the purchasing Bank the purchase price paid
therefor, together with an amount equal to such paying Bank's ratable share
(according to the proportion of (i) the amount of such paying Bank's required
repayment to (ii) the total amount so recovered from the purchasing Bank) of
any interest or other amount paid or payable by the purchasing Bank in
respect of the total amount so recovered. The Company agrees that any Bank so
purchasing a participation from another Bank may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 11.10) with respect to such participation as
fully as if such Bank were the direct creditor of the Company in the amount
of such participation. The Agent will keep records (which shall be conclusive
and binding in the absence of manifest error) of participations purchased
under this Section and will in each case notify the Banks following any such
purchases or repayments.


                                      A-46
<PAGE>

                                  ARTICLE III

                             THE LETTERS OF CREDIT

      3.01 THE LETTER OF CREDIT SUBFACILITY. (a) On the terms and conditions
set forth herein (i) the Issuing Bank agrees, (A) from time to time on any
Business Day during the period from the Closing Date to the Revolving
Termination Date to issue Letters of Credit for the account of the Company,
and to amend or renew Letters of Credit previously issued by it, in
accordance with Sections 3.02(c) and 3.02(d), and (B) to honor drafts under
the Letters of Credit; and (ii) the Banks severally agree to participate in
Letters of Credit Issued for the account of the Company; PROVIDED, that the
Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated
to participate in, any Letter of Credit if upon the Issuance of such Letter
of Credit (the "ISSUANCE DATE") or the date of any renewal thereof (1) the
Effective Amount of all L/C Obligations plus the Effective Amount of all
Revolving Loans would exceed the Combined Commitments, (2) the participation
of any Bank in the Effective Amount of all L/C Obligations plus the Effective
Amount of the Revolving Loans of such Bank would exceed such Bank's
Commitment, or (3) the Effective Amount of L/C Obligations would exceed the
L/C Commitment. Within the foregoing limits, and subject to the other terms
and conditions hereof, the Company's ability to obtain Letters of Credit
shall be fully revolving, and, accordingly, the Company may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit which
have expired or which have been drawn upon and reimbursed.

           (b)  The Issuing Bank is under no obligation to Issue any Letter
of Credit if:

                (i) any order, judgment or decree of any Governmental Authority
      or arbitrator shall by its terms purport to enjoin or restrain the Issuing
      Bank from Issuing such Letter of Credit, or any Requirement of Law
      applicable to the Issuing Bank or any request or directive (whether or not
      having the force of law) from any Governmental Authority with jurisdiction
      over the Issuing Bank shall prohibit, or request that the Issuing Bank
      refrain from, the Issuance of letters of credit generally or such Letter
      of Credit in particular or shall impose upon the Issuing Bank with respect
      to such Letter of Credit any restriction, reserve or capital requirement
      (for which the Issuing Bank is not otherwise compensated hereunder) not in
      effect on the Closing Date, or shall impose upon the Issuing Bank any
      unreimbursed loss, cost or expense which was not applicable on the Closing
      Date and which the Issuing Bank in good faith deems material to it;

                (ii) the Issuing Bank has received written notice from any Bank,
      the Agent or the Company, on or prior to the Business Day prior to the
      requested date of


                                      A-47
<PAGE>

      Issuance of such Letter of Credit, that one or more of
      the applicable conditions contained in Article V is not then satisfied;

                (iii) the expiry date of any requested Letter of Credit is (A)
      more than 360 days after the date of Issuance, in the case of any
      commercial Letter of Credit, or more than 365 or 366 days after the date
      of Issuance, in the case of any standby Letter of Credit, unless, in
      either case, the Required Banks have approved such expiry date in writing,
      or (B) after the Revolving Termination Date, unless all of the Banks have
      approved such expiry date in writing;

                (iv) the expiry date of any requested Letter of Credit is prior
      to the maturity date of any financial obligation to be supported by the
      requested Letter of Credit;

                (v) any requested Letter of Credit does not provide for drafts,
      or is not otherwise in form and substance acceptable to the Issuing Bank,
      or the Issuance of a Letter of Credit shall violate any applicable
      policies of the Issuing Bank;

                (vi)  any standby Letter of Credit is for the purpose of
      supporting the issuance of any letter of credit by any other Person; or

                (vii) such Letter of Credit is in a face amount less than
      $250,000 or denominated in a currency other than Dollars.

      3.02 ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT. (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the
Company received by the Issuing Bank (with a copy sent by the Company to the
Agent) at least four days (or such shorter time as the Issuing Bank may agree
in a particular instance in its sole discretion) prior to the proposed date
of issuance. Each such request for issuance of a Letter of Credit shall be by
facsimile, confirmed immediately in an original writing, in the form of an
L/C Application, and shall specify in form and detail satisfactory to the
Issuing Bank: (i) the proposed date of issuance of the Letter of Credit
(which shall be a Business Day); (ii) the face amount of the Letter of
Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and
address of the beneficiary thereof; (v) the documents to be presented by the
beneficiary of the Letter of Credit in case of any drawing thereunder; (vi)
the full text of any certificate to be presented by the beneficiary in case
of any drawing thereunder; and (vii) such other matters as the Issuing Bank
may require.

           (b) At least two Business Days prior to the Issuance of any Letter
of Credit, the Issuing Bank will confirm with the Agent (by telephone or in
writing) that the Agent has received a copy of the L/C Application or L/C
Amendment Application from the


                                      A-48

<PAGE>

Company and, if not, the Issuing Bank will provide the Agent with a copy
thereof. Unless the Issuing Bank has received notice on or before the
Business Day immediately preceding the date the Issuing Bank is to issue a
requested Letter of Credit from the Agent (A) directing the Issuing Bank not
to issue such Letter of Credit because such issuance is not then permitted
under Section 3.01(a) as a result of the limitations set forth in clauses (1)
through (3) thereof or Section 3.01(b)(ii); or (B) that one or more
conditions specified in Article V are not then satisfied; then, subject to
the terms and conditions hereof, the Issuing Bank shall, on the requested
date, issue a Letter of Credit for the account of the Company in accordance
with the Issuing Bank's usual and customary business practices.

           (c) From time to time while a Letter of Credit is outstanding and
prior to the Revolving Termination Date, the Issuing Bank will, upon the
written request of the Company received by the Issuing Bank (with a copy sent
by the Company to the Agent) at least five days (or such shorter time as the
Issuing Bank may agree in a particular instance in its sole discretion) prior
to the proposed date of amendment, amend any Letter of Credit issued by it.
Each such request for amendment of a Letter of Credit shall be made by
facsimile, confirmed immediately in an original writing, made in the form of
an L/C Amendment Application and shall specify in form and detail
satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended;
(ii) the proposed date of amendment of the Letter of Credit (which shall be a
Business Day); (iii) the nature of the proposed amendment; and (iv) such
other matters as the Issuing Bank may require. The Issuing Bank shall be
under no obligation to amend any Letter of Credit if: (A) the Issuing Bank
would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms of this Agreement; or (B) the beneficiary of any
such letter of Credit does not accept the proposed amendment to the Letter of
Credit. The Agent will promptly notify the Banks of the receipt by it of any
L/C Application or L/C Amendment Application.

           (d) The Issuing Bank and the Banks agree that, while a Letter of
Credit is outstanding and prior to the Revolving Termination Date, at the
option of the Company and upon the written request of the Company received by
the Issuing Bank (with a copy sent by the Company to the Agent) at least five
days (or such shorter time as the Issuing Bank may agree in a particular
instance in its sole discretion) prior to the proposed date of notification
of renewal, the Issuing Bank shall be entitled to authorize the renewal of
any Letter of Credit issued by it. Each such request for renewal of a Letter
of Credit shall be made by facsimile, confirmed immediately in an original
writing, in the form of an L/C Amendment Application, and shall specify in
form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to
be renewed; (ii) the proposed date of notification of renewal of the Letter
of Credit (which shall be a Business Day); (iii) the revised expiry date of
the Letter of Credit; and (iv) such other matters as the Issuing Bank may
require. The Issuing Bank shall be under no obligation so to renew any Letter
of Credit if: (A) the Issuing Bank would have no obligation at such time to
issue or amend such Letter of Credit in its renewed form under


                                      A-49
<PAGE>

the terms of this Agreement; or (B) the beneficiary of any such Letter of
Credit does not accept the proposed renewal of the Letter of Credit. If any
outstanding Letter of Credit shall provide that it shall be automatically
renewed unless the beneficiary thereof receives notice from the Issuing Bank
that such Letter of Credit shall not be renewed, and if at the time of
renewal the Issuing Bank would be entitled to authorize the automatic renewal
of such Letter of Credit in accordance with this Section 3.02(d) upon the
request of the Company but the Issuing Bank shall not have received any L/C
Amendment Application from the Company with respect to such renewal or other
written direction by the Company with respect thereto, the Issuing Bank shall
nonetheless be permitted to allow such Letter of Credit to renew, and the
Company and the Banks hereby authorize such renewal, and, accordingly, the
Issuing Bank shall be deemed to have received an L/C Amendment Application
from the Company requesting such renewal.

           (e) The Issuing Bank may, at its election (or as required by the
Agent at the direction of the Required Banks), deliver any notices of
termination or other communications to any Letter of Credit beneficiary or
transferee, and take any other action as necessary or appropriate, at any
time and from time to time, in order to cause the expiry date of such Letter
of Credit to be a date not later than the Revolving Termination Date.

           (f) This Agreement shall control in the event of any conflict with
any L/C-Related Document (other than any Letter of Credit).

           (g) The Issuing Bank will also deliver to the Agent, concurrently
or promptly following its delivery of a Letter of Credit, or amendment to or
renewal of a Letter of Credit, to an advising bank or a beneficiary, a true
and complete copy of each such Letter of Credit or amendment to or renewal of
a Letter of Credit.
      3.03 PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS.

           (a) Immediately upon the Issuance of each Letter of Credit, each
Bank shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Issuing Bank a participation in such Letter of Credit
and each drawing thereunder in an amount equal to the product of (i) the Pro
Rata Share of such Bank, times (ii) the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively. For
purposes of Section 2.01, each Issuance of a Letter of Credit shall be deemed
to utilize the Commitment of each Bank by an amount equal to the amount of
such participation.

           (b) In the event of any request for a drawing under a Letter of
Credit by the beneficiary or transferee thereof, the Issuing Bank will
promptly notify the Company. The Company shall reimburse the Issuing Bank
prior to 11:00 a.m. (San Francisco time) on each date that any amount is paid
by the Issuing Bank under any Letter of Credit (each such


                                      A-50

<PAGE>

date, an "HONOR DATE"), in an amount equal to the amount so paid by the
Issuing Bank. In the event the Company fails to reimburse the Issuing Bank
for the full amount of any drawing under any Letter of Credit by 11:00 a.m.
(San Francisco time) on the Honor Date, the Issuing Bank will promptly notify
the Agent and the Agent will promptly notify each Bank thereof, and the
Company shall be deemed to have requested that Base Rate Loans be made by the
Banks to be disbursed on the Honor Date under such Letter of Credit, subject
to the amount of the unutilized portion of the Revolving Commitment and
subject to the conditions set forth in Section 5.02. Any notice given by the
Issuing Bank or the Agent pursuant to this Section 3.03(b) may be oral if
immediately confirmed in writing (including by facsimile); PROVIDED that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

           (c) Each Bank shall upon any notice pursuant to Section 3.03(b)
make available to the Agent for the account of the relevant Issuing Bank an
amount in Dollars and in immediately available funds equal to its Pro Rata
Share of the amount of the drawing, whereupon the participating Banks shall
(subject to Section 3.03(d)) each be deemed to have made a Revolving Loan
consisting of a Base Rate Loan to the Company in that amount. If any Bank so
notified fails to make available to the Agent for the account of the Issuing
Bank the amount of such Bank's Pro Rata Share of the amount of the drawing by
no later than 12:00 noon (San Francisco time) on the Honor Date, then
interest shall accrue on such Bank's obligation to make such payment, from
the Honor Date to the date such Bank makes such payment, at a rate per annum
equal to the Federal Funds Rate in effect from time to time during such
period. The Agent will promptly give notice of the occurrence of the Honor
Date, but failure of the Agent to give any such notice on the Honor Date or
in sufficient time to enable any Bank to effect such payment on such date
shall not relieve such Bank from its obligations under this Section 3.03.

           (d) With respect to any unreimbursed drawing that is not converted
into Revolving Loans consisting of Base Rate Loans to the Company in whole or
in part, because of the Company's failure to satisfy the conditions set forth
in Section 5.02 or for any other reason, the Company shall be deemed to have
incurred from the Issuing Bank an L/C Borrowing in the amount of such
drawing, which L/C Borrowing shall be due and payable on demand (together
with interest) and shall bear interest at a rate per annum determined by
adding 2% per annum to the Applicable Margin assuming such L/C Borrowing were
a Base Rate Loan plus the Base Rate, and each Bank's payment to the Issuing
Bank pursuant to Section 3.03(c) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from
such Bank in satisfaction of its participation obligation under this Section
3.03.

           (e) Each Bank's obligation in accordance with this Agreement to
make the Revolving Loans or L/C Advances, as contemplated by Sections 3.03(c)
and (d), as a


                                      A-51
<PAGE>

result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Bank and shall not be
affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against the
Issuing Bank, the Company or any other Person for any reason whatsoever; (ii)
the occurrence or continuance of a Default, an Event of Default or a Material
Adverse Effect; or (iii) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing; PROVIDED,
however, that each Bank's obligation to make Revolving Loans under Section
3.03(c) is subject to the conditions set forth in Section 5.02.

      3.04 REPAYMENT OF PARTICIPATIONS. (a) Upon (and only upon) receipt by
the Agent for the account of the Issuing Bank of immediately available funds
from the Company (i) in reimbursement of any payment made by the Issuing Bank
under the Letter of Credit with respect to which any Bank has paid the Agent
for the account of the Issuing Bank for such Bank's participation in the
Letter of Credit pursuant to Section 3.03 or (ii) in payment of interest
thereon, the Agent will pay to each Bank, in the same funds as those received
by the Agent for the account of the Issuing Bank, the amount of such Bank's
Pro Rata Share of such funds, and the Issuing Bank shall receive the amount
of the Pro Rata Share of such funds of any Bank that did not so pay the Agent
for the account of the Issuing Bank.

           (b) If the Agent or the Issuing Bank is required at any time to
return to the Company, or to a trustee, receiver, liquidator, custodian, or
any official in any Insolvency Proceeding, any portion of the payments made
by the Company to the Agent for the account of the Issuing Bank pursuant to
Section 3.04(a) in reimbursement of a payment made under the Letter of Credit
or interest or fee thereon, each Bank shall, on demand of the Agent,
forthwith return to the Agent or the Issuing Bank the amount of its Pro Rata
Share of any amounts so returned by the Agent or the Issuing Bank plus
interest thereon from the date such demand is made to the date such amounts
are returned by such Bank to the Agent or the Issuing Bank, at a rate per
annum equal to the Federal Funds Rate in effect from time to time.

      3.05 ROLE OF THE ISSUING BANK. (a) Each Bank and the Company agree
that, in paying any drawing under a Letter of Credit, the Issuing Bank shall
not have any responsibility to obtain any document (other than any sight
draft and any other documentation expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.

           (b) No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Bank shall be liable
to any Bank for: (i) any action taken or omitted in connection herewith at
the request or with the approval of the Banks (including the Required Banks,
as applicable); (ii) any action taken or omitted in the


                                      A-52

<PAGE>

absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any L/C-Related
Document.

           (c) The Company hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; PROVIDED, however, that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants
or assignees of the Issuing Bank, shall be liable or responsible for any of
the matters described in clauses (i) through (vii) of Section 3.06; PROVIDED,
however, anything in such clauses to the contrary notwithstanding, that the
Company may have a claim against the Issuing Bank, and the Issuing Bank may
be liable to the Company, to the extent, but only to the extent, of any
direct, as opposed to consequential or exemplary, damages suffered by the
Company which the Company proves were caused by the Issuing Bank's willful
misconduct or gross negligence or the Issuing Bank's willful failure to pay
under any Letter of Credit after the presentation to it by the beneficiary of
a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the
foregoing: (i) the Issuing Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary; and (ii) the Issuing
Bank shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.

      3.06 OBLIGATIONS ABSOLUTE. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any
drawing under a Letter of Credit converted into Revolving Loans, shall be
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement and each such other L/C- Related Document under
all circumstances, including the following:

                (i) any lack of validity or enforceability of this Agreement or
      any L/C-Related Document;

                (ii) any change in the time, manner or place of payment of, or
      in any other term of, all or any of the obligations of the Company in
      respect of any Letter of Credit or any other amendment or waiver of or any
      consent to departure from all or any of the L/C-Related Documents;


                                      A-53

<PAGE>

                (iii) the existence of any claim, set-off, defense or other
      right that the Company may have at any time against any beneficiary or any
      transferee of any Letter of Credit (or any Person for whom any such
      beneficiary or any such transferee may be acting), the Issuing Bank or any
      other Person, whether in connection with this Agreement, the transactions
      contemplated hereby or by the L/C-Related Documents or any unrelated
      transaction;

                (iv) any draft, demand, certificate or other document presented
      under any Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under any
      Letter of Credit;

                (v) any payment by the Issuing Bank under any Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of any Letter of Credit; or any payment made by the
      Issuing Bank under any Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in- possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of any Letter of Credit, including any
      arising in connection with any Insolvency Proceeding;

                (vi) any exchange, release or non-perfection of any collateral,
      or any release or amendment or waiver of or consent to departure from any
      other guarantee, for all or any of the obligations of the Company in
      respect of any Letter of Credit; or

                (vii) any other circumstance or happening whatsoever, whether or
      not similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Company or a guarantor.

      3.07 CASH COLLATERAL PLEDGE. Upon (i) the request of the Agent, (A) if
the Issuing Bank has honored any full or partial drawing request on any
Letter of Credit and such drawing has resulted in an L/C Borrowing hereunder,
or (B) if, as of the Revolving Termination Date, any Letters of Credit may
for any reason remain outstanding and partially or wholly undrawn, or (ii)
the occurrence of the circumstances described in Section 2.07(a) requiring
the Company to Cash Collateralize Letters of Credit, then, the Company shall
immediately Cash Collateralize the L/C Obligations in an amount equal to L/C
Obligations.

      3.08 LETTER OF CREDIT FEES. The Company agrees to pay to the Agent, for
the account of the Banks in accordance with each Bank's Commitment, fees (the
"LETTER OF


                                      A-54

<PAGE>

CREDIT FEES") with respect to the Letters of Credit for the period from and
including the date of issuance of each thereof to and including the
expiration date thereof, at a rate per annum equal to (i) with respect to
standby Letters of Credit, the Applicable Margin for Offshore Rate Loans in
effect as of the date of any determination thereof on the average daily
maximum amount available under any contingency to be drawn under such standby
Letters of Credit and (ii) with respect to commercial Letters of Credit,
0.125% on the average daily maximum amount available under any contingency to
be drawn under such commercial Letters of Credit. The Letter of Credit Fees
shall be (i) calculated on the basis of a 360-day year for the actual number
of days elapsed and (ii) payable on the Issuance Date and on the date of each
drawing under a commercial Letter of Credit, in the case of commercial
Letters of Credit, and payable quarterly in arrears on the last Business Day
of each March, June, September and December of each year and on the date that
the Commitments shall expire (or such later date upon which the outstanding
letters of credit shall expire), in the case of standby Letters of Credit. In
addition to the Letter of Credit Fees, the Company agrees to pay to the
Issuing Bank, for its own account, its standard fees and charges customarily
charged to customers similar to the Company with respect to any Letter of
Credit.

           (b) The Company shall pay to the Issuing Bank a letter of credit
fronting fee for each Letter of Credit Issued by the Issuing Bank equal to
0.15% of the face amount (or increased face amount, as the case may be) of
such Letter of Credit. Such Letter of Credit fronting fee shall be due and
payable on each date of Issuance of a Letter of Credit.

           (c) The Company shall pay to the Issuing Bank from time to time on
demand the normal issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the Issuing Bank relating to
letters of credit as from time to time in effect.

      3.09 UNIFORM CUSTOMS AND PRACTICE. With respect to standby Letters of
Credit, the International Standby Practices as published by the International
Chamber of Commerce most recently at the time of issuance of any such standby
Letter of Credit shall (unless otherwise expressly provided in such standby
Letters of Credit) apply to such standby Letters of Credit. With respect to
commercial documentary Letters of Credit, the Uniform Customs and Practice
for Documentary Credits as published by the International Chamber of Commerce
most recently at the time of issuance of any such commercial documentary
Letter of Credit shall (unless otherwise expressly provided in such
commercial documentary Letters of Credit) apply to such commercial
documentary Letters of Credit.


                                      A-55

<PAGE>

                                   ARTICLE IV

                    TAXES, YIELD PROTECTION AND ILLEGALITY

      4.01 TAXES. (a) Any and all payments by the Company to each Bank or the
Agent under this Agreement and any other Loan Document shall be made free and
clear of, and without deduction or withholding for, any Taxes. In addition,
the Company shall pay all Other Taxes.

           (b) If the Company shall be required by law to deduct or withhold
any Taxes, Other Taxes or Further Taxes from or in respect of any sum payable
hereunder to any Bank or the Agent, then:

                (i) the sum payable shall be increased as necessary so that,
      after making all required deductions and withholdings (including
      deductions and withholdings applicable to additional sums payable under
      this Section), such Bank or the Agent, as the case may be, receives and
      retains an amount equal to the sum it would have received and retained had
      no such deductions or withholdings been made;

                (ii)  the Company shall make such deductions and withholdings;
                (iii) the Company shall pay the full amount deducted or withheld
      to the relevant taxing authority or other authority in accordance with
      applicable law; and

                (iv) the Company shall also pay to each Bank or the Agent for
      the account of such Bank, at the time interest is paid, Further Taxes in
      the amount that the respective Bank specifies as necessary to preserve the
      after-tax yield the Bank would have received if such Taxes, Other Taxes or
      Further Taxes had not been imposed.

           (c) The Company agrees to indemnify and hold harmless each Bank
and the Agent for the full amount of i) Taxes, ii) Other Taxes, and iii)
Further Taxes in the amount that the respective Bank specifies as necessary
to preserve the after-tax yield the Bank would have received if such Taxes,
Other Taxes or Further Taxes had not been imposed, and any liability
(including penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes, Other Taxes or
Further Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within thirty (30) days after the date the Bank
or the Agent makes written demand therefor.


                                      A-56

<PAGE>

           (d) Within thirty (30) days after the date of any payment by the
Company of Taxes, Other Taxes or Further Taxes, the Company shall furnish to
each Bank or the Agent the original or a certified copy of a receipt
evidencing payment thereof, or other evidence of payment satisfactory to such
Bank or the Agent.

           (e) If the Company is required to pay any amount to any Bank or
the Agent pursuant to Section (b) or (c) of this Section 4.01, then such Bank
shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Company which may thereafter
accrue, if such change in the sole judgment of such Bank is not otherwise
disadvantageous to such Bank.

           (f) Notwithstanding anything herein to the contrary in Section
10.10 and in furtherance of such Section, each Bank organized under the laws
of a jurisdiction outside the United States, before it signs and delivers
this Agreement in the case of each Bank listed on the signature pages hereof
and before it becomes a Bank in the case of each other Bank, and from time to
time thereafter (unless such Bank can no longer do so due to a change in
treaty, law or regulation), before the date that any such form expires or
becomes obsolete or invalid, shall provide each of the Company and the Agent
with IRS from 1001 or 4224 in duplicate, as appropriate, or any successor
form prescribed by the IRS, certifying that such Bank is entitled to benefits
under an income tax treaty to which the United States is a party which
exempts the Bank from United States withholding tax on payments of interest
for the account of such Bank or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of such
Bank's trade or business in the United States and exempt from United States
withholding tax. Each such Bank that so delivers a form 1001 or 4224 (or
applicable successor forms) agrees to deliver to the Company undated or
modified forms, or other manner of certification acceptable to the Company,
at any time that any such form is required to be resubmitted or modified, as
a result of any action taken by Bank, as a condition to obtaining an
exemption from withholding tax. In addition, each Bank that so delivers a
form 1001 shall thereby be deemed to have made a representation to the effect
that the fees to be received by such Bank pursuant to this Agreement will not
be received in connection with the active conduct of a trade or business in
the United States by such Bank.

           (g) For any period with respect to which a Bank has failed to
provide the Company and the Agent with the appropriate form referred to in
Section 4.01(f) (whether or not such Bank is lawfully able to do so, unless
such failure is due to a change in treaty, law or regulation occurring after
the date on which such form originally was required to be provided), such
Bank shall not be entitled to any additional payment under Section 4.01(b) or
any indemnification under Section 4.01(c); PROVIDED, that if such Bank shall
have satisfied such requirements on the Closing Date (in the case of each
Bank listed on the


                                      A-57

<PAGE>

signature pages hereof) or on the effective date of the Assignment and
Acceptance Agreement or other document pursuant to which it became a Bank (in
the case of each other Bank), nothing in this subsection shall relieve the
Company of its obligation to pay any additional amounts pursuant to Section
4.01(b) or Section 4.01(c) in the event that, as a result of any change in
applicable law or treaty, such Bank is no longer properly entitled to deliver
certificates, documents or other evidence at a subsequent date establishing
the fact that such Bank is entitled to such exemption or reduced rate.

      4.02 ILLEGALITY. (a) If any Bank determines that the introduction of
any Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has
asserted that it is unlawful, for any Bank or its applicable Lending Office
to make Offshore Rate Loans, then, on notice thereof by the Bank to the
Company through the Agent, any obligation of that Bank to make Offshore Rate
Loans shall be suspended until the Bank notifies the Agent and the Company
that the circumstances giving rise to such determination no longer exist.

           (b) If a Bank determines that it is unlawful to maintain any
Offshore Rate Loan, the Company shall, upon its receipt of notice of such
fact and demand from such Bank (with a copy to the Agent), prepay in full
such Offshore Rate Loans of that Bank then outstanding, together with
interest accrued thereon and amounts required under Section 4.04, either on
the last day of the Interest Period thereof, if the Bank may lawfully
continue to maintain such Offshore Rate Loans to such day, or immediately, if
the Bank may not lawfully continue to maintain such Offshore Rate Loan. If
the Company is required to so prepay any Offshore Rate Loan, then
concurrently with such prepayment, the Company shall borrow from the affected
Bank, in the amount of such repayment, a Base Rate Loan.

           (c) If the obligation of any Bank to make or maintain Offshore
Rate Loans has been so terminated or suspended, the Company may elect, by
giving notice to the Bank through the Agent that all Loans which would
otherwise be made by the Bank as Offshore Rate Loans shall be instead Base
Rate Loans.

           (d) Before giving any notice to the Agent under this Section, the
affected Bank shall designate a different Lending Office with respect to its
Offshore Rate Loans if such designation will avoid the need for giving such
notice or making such demand and will not, in the judgment of the Bank, be
illegal or otherwise disadvantageous to the Bank.

      4.03 INCREASED COSTS AND REDUCTION OF RETURN. (a) If any Bank
determines that, due to either (i) the introduction of or any change in or in
the interpretation of any law or regulation or (ii) the compliance by that
Bank with any guideline or request from any


                                      A-58

<PAGE>

central bank or other Governmental Authority (whether or not having the force
of law), there shall be any increase in the cost to such Bank of agreeing to
make or making, funding or maintaining any Offshore Rate Loans or
participating in Letters of Credit, or, in the case of the Issuing Bank, any
increase in the cost to the Issuing Bank of agreeing to issue, issuing or
maintaining any Letter of Credit or of agreeing to make or making, funding or
maintaining any unpaid drawing under any Letter of Credit, then the Company
shall be liable for, and shall from time to time, upon demand (with a copy of
such demand to be sent to the Agent), pay to the Agent for the account of
such Bank, additional amounts as are sufficient to compensate such Bank for
such increased costs.

           (b) If any Bank shall have determined that (i) the introduction of
any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental
Authority charged with the interpretation or administration thereof, or (iv)
compliance by the Bank (or its Lending Office) or any corporation controlling
the Bank with any Capital Adequacy Regulation, affects or would affect the
amount of capital required or expected to be maintained by the Bank or any
corporation controlling the Bank and (taking into consideration such Bank's
or such corporation's policies with respect to capital adequacy and such
Bank's desired return on capital) determines that the amount of such capital
is increased as a consequence of its Commitments, loans, credits or
obligations under this Agreement, then, upon demand of such Bank to the
Company through the Agent, the Company shall pay to the Bank, from time to
time as specified by the Bank, additional amounts sufficient to compensate
the Bank for such increase.

      4.04 FUNDING LOSSES. The Company shall reimburse each Bank and hold
each Bank harmless from any loss or expense which the Bank may sustain or
incur as a consequence of:

           (a)  the failure of the Company to make on a timely basis any
payment of principal of any Offshore Rate Loan;

           (b) the failure of the Company to borrow, continue or convert a
Loan after the Company has given (or is deemed to have given) a Notice of
Borrowing or a Notice of Conversion/Continuation;

           (c)  the failure of the Company to make any prepayment in
accordance with any notice delivered under Section 2.06;


                                      A-59

<PAGE>

           (d) the prepayment (including pursuant to Section 2.07) or other
payment (including after acceleration thereof) of an Offshore Rate Loan on a
day that is not the last day of the relevant Interest Period; or

           (e) the automatic conversion under Section 2.04 of any Offshore
Rate Loan to a Base Rate Loan on a day that is not the last day of the
relevant Interest Period;

including any such loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain its Offshore Rate Loans or
from fees payable to terminate the deposits from which such funds were
obtained. For purposes of calculating amounts payable by the Company to the
Banks under this Section and under Section 4.03(a), each Offshore Rate Loan
made by a Bank (and each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been funded at the LIBOR
used in determining the Offshore Rate for such Offshore Rate Loan by a
matching deposit or other borrowing in the interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Offshore
Rate Loan is in fact so funded.

      4.05 INABILITY TO DETERMINE RATES.  If the Agent determines that for
any reason adequate and reasonable means do not exist for determining the
Offshore Rate for any requested Interest Period with respect to a proposed
Offshore Rate Loan, that the Offshore Rate applicable pursuant to Section
2.09(a) for any requested Interest Period with respect to a proposed Offshore
Rate Loan does not adequately and fairly reflect the cost to the Banks of
funding such Loan, or that the Banks are unable to acquire funding in a
reasonable manner so as to make available Offshore Rate Loans in the amount
and for the Interest Period requested, the Agent will promptly so notify the
Company and each Bank. Thereafter, the obligation of the Banks to make or
maintain Offshore Rate Loans hereunder shall be suspended until the Agent,
upon the instruction of the Required Banks, revokes such notice in writing.
Upon receipt of such notice, the Company may revoke any Notice of Borrowing
or Notice of Conversion/Continuation then submitted by it. If the Company
does not revoke such Notice, the Banks shall make, convert or continue the
Loans, as proposed by the Company, in the amount specified in the applicable
notice submitted by the Company, but such Loans shall be made, converted or
continued as Base Rate Loans instead of Offshore Rate Loans.

      4.06 RESERVES ON OFFSHORE RATE LOANS. The Company shall pay to each
Bank, as long as such Bank shall be required under regulations of the FRB to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as "Eurocurrency
liabilities"), additional costs on the unpaid principal amount of each
Offshore Rate Loan equal to the actual costs of such reserves allocated to
such Loan by the Bank (as determined by the Bank in good faith, which
determination shall be conclusive), payable on each date on which interest is
payable on such Loan, provided


                                      A-60

<PAGE>

the Company shall have received at least 15 days' prior written notice (with
a copy to the Agent) of such additional interest from the Bank. If a Bank
fails to give notice 15 days prior to the relevant Interest Payment Date,
such additional interest shall be payable 15 days from receipt of such notice.

      4.07 CERTIFICATES OF BANKS. Any Bank claiming reimbursement or
compensation under this Article IV shall deliver to the Company (with a copy
to the Agent) a certificate setting forth in reasonable detail the
computations in determining the amount payable to the Bank hereunder and such
certificate shall be conclusive and binding on the Company in the absence of
manifest error.

      4.08 SUBSTITUTION OF BANKS. Upon the receipt by the Company from any
Bank (an "Affected Bank") of a claim for compensation under Sections 4.01 and
4.03, the Company may: (i) request the Affected Bank to use commercially
reasonable efforts to obtain a replacement bank or financial institution
satisfactory to the Company to acquire and assume all or a ratable part of
all of such Affected Bank's Loans and Commitment (a "REPLACEMENT BANK"); (ii)
request one more of the other Banks to acquire and assume all or part of such
Affected Bank's Loans and Commitment; or (iii) designate a Replacement Bank.
Any such designation of a Replacement Bank under clause (i) or (iii) shall be
subject to the prior written consent of the Agent (which consent shall not be
unreasonably withheld).

      4.09 SURVIVAL. The agreements and obligations of the Company in this
Article IV shall survive the payment of all other Obligations.


                                   ARTICLE V

                             CONDITIONS PRECEDENT

      5.01 CONDITIONS OF INITIAL CREDIT EXTENSIONS. The obligations of each
Bank to make its initial Credit Extension hereunder and the effectiveness of
this Agreement are subject to the condition that the Agent shall have
received on or before the Closing Date all of the following, in form and
substance satisfactory to the Agent and each Bank, and in sufficient copies
for each Bank:

           (a)  CREDIT AGREEMENT; LOAN DOCUMENTS AND NOTES.

                (i)  This Agreement, the Guaranty, the Pledge Agreements and
      the Notes executed by each party thereto;


                                      A-61

<PAGE>

                (ii) Evidence that each of the Pledge Agreements has been duly
      authorized by all necessary corporate action and has been duly executed
      and delivered by the parties thereto. Evidence that all of the Pledged
      Shares have been delivered to the Agent, accompanied by stock powers duly
      executed in blank by the Person executing such Pledge Agreement pursuant
      to each respective Pledge Agreement.

                (iii) Evidence that the Guaranty has been duly authorized by
      necessary corporate action. Evidence that each Guarantor has duly executed
      and delivered the Guaranty.

           (b)  RESOLUTIONS; INCUMBENCY.

                (i) Copies of the resolutions of the Board of the Company and
      each Material Subsidiary that may become party to a Loan Document
      authorizing the transactions contemplated hereby, certified as of the
      Closing Date by the Secretary or an Assistant Secretary of such Person;
      and

                (ii) A certificate of the Secretary or Assistant Secretary of
      the Company, and each Material Subsidiary that may become party to a Loan
      Document certifying the names and true signatures of the officers of the
      Company or such Subsidiary authorized to execute, deliver and perform, as
      applicable, this Agreement, and all other Loan Documents to be delivered
      by it hereunder;

           (c)  ORGANIZATION DOCUMENTS; GOOD STANDING. Each of the following
documents:

                (i) the articles or certificate of incorporation and the bylaws
      of the Company and each Material Subsidiary party to any Loan Document as
      in effect on the Closing Date, certified by the Secretary or Assistant
      Secretary of the Company or such Material Subsidiary as of the Closing
      Date; and

                (ii) a good standing and tax good standing certificate for the
      Company and each Material Subsidiary party to any Loan Document from the
      Secretary of State (or similar, applicable Governmental Authority) of its
      state of incorporation and each state where the Company or such Material
      Subsidiary is qualified to do business as a foreign corporation as of a
      recent date; provided, that the Company shall deliver tax good standing
      certificates for the Company and each Material Subsidiary party to any
      Loan Document only from the Secretary of State of each of Arizona,
      California, Delaware, Georgia, Illinois, New York, Texas and Washington,
      respectively;


                                      A-62

<PAGE>

           (d)  LEGAL OPINIONS.

                (i)  (A) an opinion of Pillsbury Madison & Sutro LLP, counsel to
      the Company and addressed to the Agent and the Banks, substantially in
      the form of EXHIBIT D-1; and (B) an opinion of Walter V. Stafford, Esq.,
      general counsel to the Company and addressed to the Agent and the Banks,
      substantially in the form of EXHIBIT D-2; and

                (ii) a favorable opinion of Paul, Hastings, Janofsky & Walker
      LLP, special counsel to the Agent and addressed to the Agent and the
      Banks, substantially in the form of EXHIBIT E;

           (e) PAYMENT OF FEES. Evidence of payment by the Company of all
fees, costs and expenses hereunder or under the Fee Letter to the extent then
due and payable on the Closing Date, including any such costs, fees and
expenses arising under or referenced in Sections 2.10 and 11.04;
           (f)  CERTIFICATE.  A certificate signed by a Responsible Officer,
dated as of the Closing Date, stating that:

                (i)  the representations and warranties contained in Article VI
      are true and correct on and as of such date, as though made on and as of
      such date;

                (ii)  no Default or Event of Default exists or would result from
      the Credit Extension;

                (iii) any necessary consents, waivers, approvals,
      authorizations, registrations, filings and notifications of the character
      referred to in Section 6.03 have been obtained or made and are in full
      force and effect; and

                (iv) except as otherwise disclosed in the Projections, there has
      occurred since December 31, 1997, no event or circumstance that has
      resulted or could reasonably be expected to result in a Material Adverse
      Effect;

           (g) CONSOLIDATED BALANCE SHEETS. Copies of audited consolidated
financial statements as of December 31, 1997 for each of the Company and its
Subsidiaries together with the most recent financial Projections, which
financial statements and Projections shall not differ in any material adverse
respect from those delivered to the Agent and each of the Banks pursuant to
the Confidential Information Memorandum dated April 1998.


                                      A-63

<PAGE>

           (h)  REPLACEMENT OF EXISTING BANK AGREEMENT.  Evidence that the
Existing Credit Agreement has been, or has been deemed to be, superseded in
its entirety by this Agreement.

           (i) SUBORDINATED NOTE DOCUMENTS. Evidence that the offering of the
Subordinated Notes (in an amount not less than $175,000,000 in the aggregate)
shall have been consummated contemporaneously with the transactions
contemplated hereby, and the Subordinated Note Documents have been reduced to
writing and furnished to the Agent and Banks, and such agreements,
instruments and arrangements shall be in form and substance satisfactory to
the Agent and Banks. The Agent and Banks shall have received a certificate
signed by a Responsible Officer attaching copies of the fully executed
Subordinated Note Documents and each other agreements and instruments related
thereto, including without limitation, any subordination agreements,
certifying that each such document is a true, correct and complete copy
thereof, that such documents are the only agreements between the parties to
such documents, that each such document is in full force and effect, without
any term or condition thereof having been amended, modified or waived or any
exercise of rights with respect thereto forborne without the Agent's and the
Banks' prior written consent and that there is no default thereunder.

           (j)  OTHER DOCUMENTS.  Such other approvals, opinions, documents
or materials as the Agent or any Bank may request.

      5.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Bank
to make any Revolving Loan to be made by it (including its initial Revolving
Loan) or to continue or convert any Revolving Loan under Section 2.04 and the
obligation of the Issuing Bank to Issue any Letter of Credit (including the
initial Letter of Credit) is subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date, Conversion/Continuation
Date or Issuance Date:

           (a) NOTICE, APPLICATION. The Agent shall have received (with, in
the case of the initial Revolving Loan only, a copy for each Bank) a Notice
of Borrowing or a Notice of Conversion/Continuation, as applicable or in the
case of any Issuance of any Letter of Credit, the Issuing Bank and the Agent
shall have received an L/C Application or L/C Amendment Application, as
required under Section 3.02;

           (b) CONTINUATION OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties in Article VI shall be true and correct on and
as of such Borrowing Date or Conversion/Continuation Date or Issuance Date
with the same effect as if made on and as of such Borrowing Date or
Conversion/Continuation Date or Issuance Date (except to the extent such
representations and warranties expressly refer to an earlier date, in which
case they shall be true and correct as of such earlier date); and


                                      A-64

<PAGE>

           (c)  NO EXISTING DEFAULT.  No Default or Event of Default shall
exist or shall result from such Borrowing or continuation or conversion or
Issuance.

Each Notice of Borrowing, Notice of Conversion/Continuation and L/C
Application or L/C Amendment Application submitted by the Company hereunder
shall constitute a representation and warranty by the Company hereunder, as
of the date of each such notice and as of each Borrowing Date,
Conversion/Continuation Date, or Issuance Date, as applicable, that the
conditions in this Section 5.02 are satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      The Company represents and warrants to the Agent and each Bank, at and
as of the date of execution of this Agreement, after giving effect to the
transactions contemplated hereby, that:

      6.01 CORPORATE EXISTENCE AND POWER.  The Company and each of its
Material Subsidiaries:

           (a)  is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;

           (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its
business and to execute, deliver, and perform its obligations under the Loan
Documents, to which it is a party, except to the extent that the failure to
have such licenses, authorizations, consents and approvals would not
reasonably be expected to have a Material Adverse Effect;

           (c) is duly qualified as a foreign corporation and is licensed and
in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification or license, except to the extent where the failure to be so
qualified or licensed would not reasonably be expected to have a Material
Adverse Effect; and

           (d) is in compliance with all Requirements of Law, except to the
extent that the failure to be in compliance with any particular Requirement
of Law would not reasonably be expected to have a Material Adverse Effect.


                                      A-65

<PAGE>

      6.02 CORPORATE AUTHORIZATION; NO CONTRAVENTION. The execution, delivery
and performance by the Company and its Material Subsidiaries of this
Agreement and each other Loan Document to which such Person is party, have
been duly authorized by all necessary corporate action, and do not and will
not:

           (a)  contravene the terms of any of that Person's Organization
Documents;

           (b)  conflict with or result in any breach or contravention of, or
the creation of any Lien under, any document evidencing any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or

           (c)  violate any Requirement of Law.

      6.03 GOVERNMENTAL AUTHORIZATION.  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company or
any of its Material Subsidiaries of this Agreement or any other Loan
Document, to which such Person is a party.

      6.04 BINDING EFFECT. This Agreement and each other Loan Document to
which the Company or any of its Material Subsidiaries is a party constitute
the legal, valid and binding obligations of the Company and any of its
Material Subsidiaries to the extent it is a party thereto, enforceable
against such Person in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability.

      6.05 LITIGATION. There are no actions, suits, proceedings at law or in
equity, claims, investigations or disputes pending, or to the best knowledge
of the Company, threatened or contemplated, at law, in equity, in arbitration
or before any Governmental Authority, against the Company or its Subsidiaries
or any of their respective properties:

           (a) which purport to affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated hereby or
thereby, or

           (b) as to which there exists a substantial likelihood of an
adverse determination, which determination would reasonably be expected to
have a Material Adverse Effect. No injunction, writ, temporary restraining
order or any order of any nature has been issued by any court or other
Governmental Authority purporting to enjoin or


                                      A-66

<PAGE>

restrain the execution, delivery or performance of this Agreement or any
other Loan Document, or directing that the transactions provided for herein
or therein, not be consummated as herein or therein provided.

      6.06 NO DEFAULT. No Default or Event of Default exists or would result
from the incurring of any Obligations by the Company. As of the Closing Date,
neither the Company nor any Material Subsidiary is in default under or with
respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a
Material Adverse Effect, or that would, if such default had occurred after
the Closing Date, create an Event of Default under Section 9.01(e).

      6.07 ERISA COMPLIANCE. SCHEDULE 6.07 hereto sets forth a list of all
Plans. Except as set forth in SCHEDULE 6.07,

           (i)   no Plan, and neither the Company nor any ERISA Affiliate or
      Subsidiary of the Company is in violation in any material respect with
      any applicable provisions of ERISA and the Code, including, without
      limitation, the reporting and disclosure requirements of Part 1, and
      the fiduciary responsibility requirements of Part 4, of Subtitle B of
      Title I of ERISA,

           (ii)  no Plan which is intended to qualify under Sections 401 or
      403 of the Code fails to meet applicable qualification requirements of
      the Code,

           (iii) no Prohibited Transaction has occurred which could result in
      any material liability to the Company, an ERISA Affiliate, or a
      Subsidiary of the Company,

           (iv)  there are no pending or, to the best knowledge of the
      Company, threatened claims or actions (other than routine claims for
      benefits in the normal and ordinary course) asserted against any Plan,
      the Company, an ERISA Affiliate, a Subsidiary of the Company, or any
      Person for which the Company may be directly or indirectly liable
      through indemnification arrangements or otherwise,

           (v)   no material Accumulated Funding Deficiency has been incurred
      or is reasonably expected to be incurred, no waiver of any material
      Accumulated Funding Deficiency or permitted increase or decrease in the
      funding standard account under Section 412 of the Code has been
      obtained or is reasonably expected to be requested, and no event
      described in Sections 302(f) (imposing a Lien for failure to make
      required contributions) or 307(a) (requiring the provision of security
      on adoption of certain amendments resulting in underfunding) of ERISA
      has occurred or is reasonably expected to occur,


                                      A-67

<PAGE>

           (vi)   no material Unfunded Current Liability or Withdrawal
      Liability exists,

           (vii)  no Termination Event has occurred or is reasonably expected
      to occur which might result in any material liability for the Company
      or any ERISA Affiliate,

           (viii) no proceeding has been instituted or is reasonably expected
      to be instituted under Section 515 of ERISA to collect delinquent
      contributions to a Plan,

           (ix)   neither the Company nor any ERISA Affiliate or Subsidiary
      of the Company has failed to pay all premiums or make all
      contributions, if any, required of it with respect to any Plan which is
      a "welfare plan" under Section 3(1) of ERISA,

           (x)    no Plan provides medical or other welfare benefits or
      extends coverage relating to such benefits beyond the third anniversary
      of the date of a Plan participant's termination of employment, except
      to the extent required by Section 4980B of the Code and at the sole
      expense of such participant or the participant's beneficiary to the
      fullest extent permitted under such Code Section, and

           (xi)   no event has occurred which could subject any Plan, the
      Company, an ERISA Affiliate, or a Subsidiary of the Company to any
      material liability under any statute, regulation, or governmental order
      relating to any Plan or pursuant to any obligation of the Company or
      any ERISA Affiliate or Subsidiary of the Company to indemnify any
      Person against liability incurred under any such statute, regulation,
      or order.

      6.08 USE OF PROCEEDS; MARGIN REGULATIONS. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 7.12
and Section 8.07. Neither the Company nor any Subsidiary is generally engaged
in the business of purchasing or selling Margin Stock or extending credit for
the purpose of purchasing or carrying Margin Stock.

      6.09 TITLE TO PROPERTIES. The Company and each Material Subsidiary have
good record and marketable title in fee simple to, or valid leasehold
interests in, all real property and good title to, or a valid leasehold
interest in, all its personal property, necessary or used in the ordinary
conduct of their respective businesses, except for such defects in title as
could not reasonably be expected to, individually or in the aggregate, have a
Material Adverse Effect. As of the Closing Date, the property of the Company
and its Material Subsidiaries is subject to no Liens, other than Permitted
Liens. Except as contemplated


                                      A-68

<PAGE>

hereby, neither the Company nor any of its Material Subsidiaries has signed
any agreement or instrument authorizing any secured party thereunder to file
any such financing statement, deed, agreement or other instrument.

      6.10 TAXES.  The Company and its Material Subsidiaries have filed all
Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income
or assets otherwise due and payable, except those which are being contested
in good faith by appropriate proceedings and for which adequate reserves have
been provided in accordance with GAAP. There is no proposed tax assessment
against the Company or any Material Subsidiary that would, if made, have a
Material Adverse Effect.

      6.11 FINANCIAL CONDITION. (a) The audited consolidated financial
statements of the Company dated December 31, 1998, together with any notes
thereto, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for the fiscal year ended on that date:

                (i)   were prepared in accordance with GAAP consistently
      applied throughout the period covered thereby, except as otherwise
      expressly noted therein;

                (ii)  fairly present the financial condition of the Company
      and its Material Subsidiaries as of the date thereof and results of
      operations for the period covered thereby; and

                (iii) except as specifically disclosed in Schedule 6.11, show
      all material indebtedness and other liabilities, direct or contingent,
      of the Company and its consolidated Material Subsidiaries as of the
      date thereof, including liabilities for taxes, material commitments and
      Contingent Obligations.

           (b) The forward-looking financial information delivered to the
Agent (the "PROJECTIONS") has been prepared on the basis of reasonable
assumptions made in good faith by the Company, and as of the date on which
such assumptions were made, no relevant facts known to the Company existed
that were not taken into account that were, individually or in the aggregate,
reasonably likely to have a material effect on the reasonableness of such
assumptions as they relate to the Company or any of its Material
Subsidiaries, and no events have occurred subsequent thereto that are,
individually or in the aggregate, reasonably likely to have a material effect
on the reasonableness of such assumptions as they relate to the Company.
There are no facts known to the Company that are inconsistent in any material
respect with the Projections taken as a whole or such assumptions.


                                      A-69

<PAGE>

           (c) Other than as set forth on Schedule 6.11, since December 31,
1998 there has been no Material Adverse Effect.

      6.12 ENVIRONMENTAL MATTERS. The Company conducts in the ordinary course
of business a review of the effect of existing Environmental Laws and
existing Environmental Claims on its business, operations and properties, and
as a result thereof the Company has reasonably concluded that, except as
specifically disclosed in Schedule 6.12, such Environmental Laws and
Environmental Claims could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

      6.13 REGULATED ENTITIES. None of the Company, any Person controlling
the Company, or any Subsidiary, is an "Investment Company" within the meaning
of the Investment Company Act of 1940. The Company is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or
any other Federal or state statute or regulation limiting its ability to
incur Indebtedness.

      6.14 NO BURDENSOME RESTRICTIONS. Neither the Company nor any Material
Subsidiary is a party to or bound by any Contractual Obligation, or subject
to any restriction in any Organization Document, or any Requirement of Law,
which could reasonably be expected to have a Material Adverse Effect.

      6.15 COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC. The Company and
its Material Subsidiaries own or are licensed or otherwise have the right to
use all of the patents, trademarks, service marks, trade names, copyrights,
contractual franchises, authorizations and other rights that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person. To the best knowledge of the Company, no
slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by the
Company or any Material Subsidiary infringes upon any rights held by any
other Person. No claim or litigation regarding any of the foregoing is
pending or threatened, and no patent, invention, device, application,
principle or any statute, law, rule, regulation, standard or code is pending
or, to the knowledge of the Company, proposed, which, in either case, could
reasonably be expected to have a Material Adverse Effect.

      6.16 CAPITAL STOCK; SUBSIDIARIES. (a) The authorized Capital Stock of
the Company is disclosed on Schedule 6.16(a) hereto. All outstanding shares
have been duly authorized, validly issued and are fully paid, nonassessable
and free of preemptive rights. There are no subscriptions, options, warrants
or calls relating to the issuance by the Company of any shares of its common
stock ("COMMON STOCK"), including any right of


                                      A-70

<PAGE>

conversion or exchange under any outstanding security or other instrument,
except for options granted to employees of the Company under employee stock
option plans and except as otherwise disclosed on Schedule 6.16(a) hereto.
The Company is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its Capital Stock or
any security convertible into or exchangeable for any of its Common Stock
except as set forth in Schedule 6.16(b) hereto.

           (b) The Company has no Material Subsidiaries other than as set
forth in Item I of Schedule 6.16(b) hereto. Item I of Schedule 6.16(b)
correctly sets forth as to each Material Subsidiary its name, the
jurisdiction of its formation, if a partnership, or incorporation, if a
corporation, its parent corporation and the value of the investment in it as
carried on the books of the Company or such parent corporation. All of the
outstanding shares of the Capital Stock of each class of each corporate
Material Subsidiary have been validly issued and are fully paid and
nonassessable and, except as otherwise indicated in Item I of Schedule
6.16(b) are owned, beneficially and of record, by the Company or such parent
corporation, free and clear of any Liens other than Permitted Liens.

      6.17 INSURANCE. Except as specifically disclosed in Schedule 6.17, the
properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Company, in
such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or such Subsidiary
operates.

      6.18 LABOR RELATIONS. None of the Company or its Material Subsidiaries
is engaged in any unfair labor practice which could reasonably be expected to
have a Material Adverse Effect. There is (a) no unfair labor practice
complaint pending or, to the best knowledge of the Company, threatened
against the Company or any of its Material Subsidiaries before the National
Labor Relations Board or any court or labor board, and no grievance or
arbitration proceedings arising out of or under collective bargaining
agreements is so pending or, to the best knowledge of the Company,
threatened; (b) no strike, lock-out, labor dispute, slowdown or work stoppage
pending or, to the best knowledge of the Company, threatened against the
Company or any of its Material Subsidiaries; and (c) no union representation
or certification question existing or pending with respect to the employees
of the Company or any of its Material Subsidiaries and, to the best knowledge
of the Company, no union organization activity taking place, which unfair
labor practice complaint, grievance or arbitration proceedings, strike,
lock-out, labor dispute, slowdown or work stoppage or union representation or
certification question could reasonably be expected to have a Material
Adverse Effect. True and correct copies of each collective bargaining
agreement, to which the Company or any of its Material Subsidiaries is a
party, have been provided to the Agent.


                                      A-71

<PAGE>

      6.19 REPRESENTATIONS AND WARRANTIES IN RELATED DOCUMENTS. On the
Closing Date, the representations of the Company and of its Material
Subsidiaries contained in the Guaranty, each of the Pledge Agreements and in
any document, certificate or instrument delivered pursuant to this Agreement
will be true and correct in all material respects and each of the Agent and
the Banks may rely on such representations and warranties, if not made
directly to each of the Agent and the Banks, as if such representations and
warranties were made directly to each of the Agent and the Banks.

      6.20 SOLVENCY. Each of the Company and its Material Subsidiaries,
considered as a whole, is Solvent and, immediately after giving effect to the
consummation of the transactions contemplated by this Agreement, each of the
Company and its Material Subsidiaries, considered as a whole, will remain
Solvent.

      6.21 SUBORDINATED DEBT. The Company has the corporate power and
authority to incur the Indebtedness evidenced by the Subordinated Notes. The
subordination provisions of the Subordinated Notes are enforceable against
the holders of the Subordinated Notes by the Agent and the Banks. All
Obligations, including the Obligations to pay principal of and interest on
the Loans and the L/C Obligations, constitute senior Indebtedness entitled to
the benefits of the subordination provisions contained in the Subordinated
Notes. The principal of and interest on the Notes, all L/C Obligations and
all other Obligations will constitute "senior indebtedness" as that or any
similar term is or may be used in any other instrument evidencing or
applicable to any other Subordinated Debt. The Company acknowledges that the
Agent and each Bank are entering into this Agreement and are extending the
Commitments in reliance upon the subordination provisions of the Subordinated
Notes and this SECTION 6.21.

      6.22 FULL DISCLOSURE. None of the representations or warranties made by
the Company or any Material Subsidiary in the Loan Documents as of the date
such representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate
furnished by or on behalf of the Company or any Material Subsidiary in
connection with the Loan Documents and the Subordinated Note Documents
(including the offering and disclosure materials delivered by the Agent on
behalf of the Company to the Banks prior to the Closing Date, other than the
offering and disclosure materials delivered in connection with the
Subordinated Notes), contains any untrue statement of a material fact or
omits any material fact required to be stated therein or necessary to make
the statements made therein, in light of the circumstances under which they
are made, not misleading as of the time when made or delivered.


                                      A-72

<PAGE>

      6.23 PLEDGE AGREEMENTS. The provisions of each of the Pledge Agreements
(other than the Relam French Pledge Agreement) are effective to create, in
favor of the Agent for the benefit of the Banks, a legal, valid and
enforceable security interest in all of the collateral described therein; and
the Pledged Collateral or share certificates (as each such term is defined in
each of the Pledge Agreements) was delivered to the Agent or its nominee in
accordance with the terms thereof. The Lien of each of the Pledge Agreements
(other than the Relam French Pledge Agreement) constitutes a perfected, first
priority security interest in all right, title and interest of the Company or
such Subsidiary, as the case may be, in the Collateral described therein,
prior and superior to all other Liens and interests. The Relam French Pledge
Agreement grants to the Agent for the benefit of the Banks, a valid and
continuing first ranking charge over the Pledged Account (as defined
therein), the effect of which is to grant to Agent, absent fraud by the
Company or any of its Subsidiaries, the ability to effect a sale of the
shares of CB Richard Ellis, S.A. pledged thereunder and collect all proceeds
from such sale, subject to the claims over such proceeds of the French
Treasury and other creditors whose claims are preferred under French law.

      6.24 YEAR 2000 PROBLEMS. Each of the Company and its Subsidiaries has
eliminated all Year 2000 Problems, except where the failure to correct the
same could not reasonably be expected to have a Material Adverse Effect,
individually or in the aggregate.

                                 ARTICLE VII

                            AFFIRMATIVE COVENANTS

      So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Required Banks waive compliance in
writing:

      7.01 FINANCIAL STATEMENTS. The Company shall deliver to the Agent, in
form and detail satisfactory to the Agent and the Required Banks, with
sufficient copies for each Bank:

           (a) as soon as available, but not later than one hundred (100)
days after the end of each fiscal year (commencing with the fiscal year ended
December 31, 1998), a copy of the audited consolidated balance sheet of the
Company and its Subsidiaries as at the end of such year and the related
consolidated statements of income or operations, shareholders' equity and
cash flows for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, and accompanied by the opinion of
Arthur Andersen LLP or another nationally-recognized independent public
accounting firm ("INDEPENDENT AUDITOR") which report shall state that such
consolidated financial statements


                                      A-73

<PAGE>

present fairly the financial position for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years. Such opinion shall
not be qualified or limited because of a restricted or limited examination by
the Independent Auditor of any material portion of the Company's or any
Subsidiary's records;

           (b) as soon as available, but not later than fifty-five (55) days
after the end of each of the first three fiscal quarters of each fiscal year
(commencing with the fiscal quarter ended March 31, 1998), a copy of the
unaudited consolidated balance sheet of the Company and its Subsidiaries as
of the end of such quarter and the related consolidated statements of income,
shareholders' equity and cash flows for the period commencing on the first
day and ending on the last day of such quarter, and certified by a
Responsible Officer as fairly presenting, in accordance with GAAP (subject to
ordinary, good faith year-end audit adjustments), the financial position and
the results of operations of the Company and the Subsidiaries;

           (c) and as soon as available, but not later than one hundred (100)
days after the end of each fiscal year (commencing with the fiscal year ended
December 31, 1998), (i) a copy of an unaudited consolidating balance sheet of
the Company and its Material Subsidiaries as of the end of such year, and
(ii) a copy of the unaudited consolidating statement of income of the Company
and its Material Subsidiaries for such year, all certified by a Responsible
Officer as having been developed and used in connection with the preparation
of the financial statements referred to in Section 7.01(a); PROVIDED, that
financial information for all Subsidiaries of the Company which are not
deemed to be "Material Subsidiaries" hereunder shall be consolidated and
reflected under one column in such consolidating financial statements; and

           (d) as soon as available, but not later than fifty-five (55) days
after the end of each of the first three fiscal quarters of each fiscal year
(commencing with the fiscal quarter ended March 31, 1998), (i) a copy of the
unaudited consolidating balance sheets of the Company and its Material
Subsidiaries as of the end of such fiscal quarter, and (ii) a copy of the
unaudited consolidating statement of income of the Company and its Material
Subsidiaries for the year to date, all certified by a Responsible Officer as
having been developed and used in connection with the preparation of the
financial statements referred to in Section 7.01(b); PROVIDED, that financial
information for all Subsidiaries of the Company which are not deemed to be
"Material Subsidiaries" hereunder shall be consolidated and reflected under
one column in such consolidating financial statements.


                                      A-74

<PAGE>

      7.02 CERTIFICATES; OTHER INFORMATION. The Company shall furnish to the
Agent, with sufficient copies for each Bank:

           (a) concurrently with the delivery of the financial statements
referred to in Section 7.01(a), a certificate of the Independent Auditor
stating that in making the examination necessary therefor no knowledge was
obtained of any Default or Event of Default (other than with respect to a
Default or Event of Default pursuant to Section 9.01(l)), except as specified
in such certificate;

           (b) concurrently with the delivery of the financial statements
referred to in Sections 7.01(a) and (b), a Compliance Certificate executed by
a Responsible Officer; PROVIDED, that the Compliance Certificate delivered in
connection with the financial statements for the fiscal quarter ended
September 30, 1999 shall comply with the Compliance Certificate for this
Agreement as in effect on the Third Amendment Effective Date.

           (c) concurrently with the delivery of the financial statements
referred to in Section 7.01(a), a copy of the annual budget of the Company
and its Subsidiaries for the then current fiscal year;

           (d) promptly, copies of all financial statements and reports that
the Company sends to its shareholders, and copies of all financial statements
and regular, periodical or special reports (including Forms 10K, 10Q and 8K)
that the Company or any Subsidiary may make to, or file with, the SEC; and

           (e) promptly, such additional information regarding the business,
financial or corporate affairs of the Company or any Subsidiary as the Agent,
at the request of any Bank, may from time to time reasonably request.

      7.03 NOTICES.  The Company shall promptly notify the Agent and each Bank:

           (a) of the occurrence of any Default or Event of Default, and of
the occurrence or existence of any event or circumstance that with the giving
of notice, the lapse of time, or both, is reasonably likely to (if not cured
or otherwise remedied during such time) constitute a Default or an Event of
Default;

           (b) of any matter that has resulted or may result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default
under, a Contractual Obligation of the Company or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the
Company or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or


                                      A-75

<PAGE>

proceeding affecting the Company or any Subsidiary; including pursuant to any
applicable Environmental Laws;

           (c) as soon as possible and, in any event, within five (5)
Business Days after the Company or an ERISA Affiliate or Subsidiary of the
Company knows or has reason to know that any event or condition described in
Section 6.07 has occurred or exists, or is reasonably likely to occur or
exist, the Company will deliver to the Agent and each Bank a certificate of
the Company's chief financial officer setting forth the details of the event
or condition and the action, if any, which the Company or such ERISA
Affiliate or Subsidiary is required or proposes to take, together with copies
of all relevant notices or other documents received or required or proposed
to be given or filed by the Company or such ERISA Affiliate or Subsidiary in
connection with such event or condition; and

           (d) of any material change in accounting policies or financial
reporting practices by the Company or any of its consolidated Subsidiaries.

           Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time. Each
notice under Section 7.03(a) shall describe with particularity any and all
clauses or provisions of this Agreement or other Loan Document that have been
(or foreseeably will be) breached or violated.

      7.04 PRESERVATION OF CORPORATE EXISTENCE, ETC.  The Company shall, and
shall cause each Material Subsidiary to:

           (a) preserve and maintain in full force and effect its corporate
existence and good standing under the laws of its state or jurisdiction of
incorporation;

           (b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business
except as necessary in connection with sales of assets permitted by Section
8.03 and transactions permitted by Section 8.04;

           (c)  use reasonable efforts, in the ordinary course of business,
to preserve its business organization and goodwill; and

           (d) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably
be expected to have a Material Adverse Effect.


                                      A-76

<PAGE>

      7.05 MAINTENANCE OF PROPERTY. The Company shall maintain and preserve,
and shall cause each Subsidiary to maintain and preserve, all its property
which is used or useful in its business in good working order and condition,
ordinary wear and tear excepted, except as permitted by Section 8.03. The
Company and each Subsidiary shall use the standard of care typical in the
industry in the operation and maintenance of its facilities.

      7.06 INSURANCE. The Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss
or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are
customarily carried under similar circumstances by such other Persons.

      7.07 PAYMENT OF OBLIGATIONS. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable,
all their respective obligations and liabilities, including:

           (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary;

           (b)  all lawful claims which, if unpaid, would by law become a
Lien upon its property; and

           (c) all indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.

      7.08 COMPLIANCE WITH LAWS. The Company shall comply, and shall cause
each Subsidiary to comply, in all material respects with all Requirements of
Law of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist.

      7.09 COMPLIANCE WITH ERISA. (a) The Company shall, and shall cause each
of its ERISA Affiliates to:  (i) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state law; (ii) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (iii) make all
required contributions to any Plan subject to Section 412 of the Code;


                                      A-77

<PAGE>

           (b) Within five (5) Business Days after the annual report (Form
5500) of each Plan is filed with the Internal Revenue Service, the Company
shall deliver a complete copy thereof (including schedules and attachments)
to the Agent and each Bank; and

           (c) The Company shall furnish to the Agent and each Bank such
additional information concerning any Plan as the Agent and each Bank may
reasonably request.

      7.10 INSPECTION OF PROPERTY AND BOOKS AND RECORDS. The Company shall
maintain, and shall cause each Subsidiary to maintain, proper books of record
and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiary. The
Company shall permit, and shall cause each Subsidiary to permit,
representatives and independent contractors of the Agent or any Bank to visit
and inspect any of their respective properties, to examine their respective
corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective directors, officers, and independent public
accountants, at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Company; PROVIDED, HOWEVER, when an Event of Default exists the Agent or any
Bank may do any of the foregoing at the expense of the Company at any time
during normal business hours and without advance notice.

      7.11 ENVIRONMENTAL LAWS.  The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws.

      7.12 USE OF PROCEEDS. The Company shall use the proceeds of the Loans
(i) to refinance all of the outstanding indebtedness of the Company under the
Existing Credit Agreement; (ii) to pay related expenses and costs associated
with the Loans; and (iii) to provide for general corporate purposes including
funding working capital needs, issuing letters of credit, and financing
future acquisitions not in contravention of any Requirement of Law or of any
Loan Document.

      7.13 FUTURE MATERIAL SUBSIDIARIES. After the Closing Date, upon any
Person becoming a Material Subsidiary of the Company, or upon the Company or
any Subsidiary acquiring additional Capital Stock of any existing Subsidiary
whose Capital Stock has been pledged pursuant to a Pledge Agreement, the
Company shall notify the Agent of such acquisition, and


                                      A-78

<PAGE>

           (a) the Company promptly shall cause such Material Subsidiary to
      execute and deliver to the Agent, with counterparts for each party, a
      supplement to the Guaranty; PROVIDED, that if any such Guaranty or
      supplement to such Guaranty given by any Foreign Subsidiary would be
      taxable, the Company will instead pledge, or cause to be pledged, all of
      its equity interests in such new Foreign Subsidiary pursuant to clause (b)
      below (or such lesser amount of its equity interests as it can without
      such pledge being taxable), and

           (b) the Company or any Subsidiary, as the case may be, promptly shall
      deliver, or cause to be delivered, to the Agent under a Pledge Agreement
      (or a supplement thereto) certificates (if any) representing all of the
      issued and outstanding shares of Capital Stock of such Subsidiary owned by
      the Company or any other Subsidiary of the Company, as the case may be,
      along with undated stock powers for such certificates, executed in blank,
      or, if any securities subject thereto are uncertificated securities,
      confirmation and evidence satisfactory to the Agent that appropriate book
      entries have been made in the relevant books or records of a financial
      intermediary or the issuer of such securities, as the case may be, under
      applicable law resulting in the perfection of the security interest
      granted in favor of the Agent pursuant to the terms of a Pledge Agreement;

      together, in each case, with such opinions (including opinions from local
      counsel in the jurisdiction in which any Foreign Subsidiary is organized
      or formed), in form and substance and from counsel satisfactory to the
      Agent and the Required Banks, as the Agent and the Required Banks may
      reasonably require; PROVIDED, that, no opinion of local counsel shall be
      required with respect to any Foreign Subsidiary which is a Material
      Subsidiary with total (gross) revenues of less than $30,000,000 as set
      forth in clause (b)(ii) of the definition of "Material Subsidiary" in
      Section 1.01.

      7.14 FURTHER ASSURANCES. The Company will, and will cause each
Subsidiary to, promptly execute and deliver all further instruments and
documents and take all further action that may be necessary in order to give
effect to the provisions of this Agreement, any of the Pledge Agreements
(including any supplements thereto), the Guaranty and the Notes.


                                      A-79

<PAGE>

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

      So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Required Banks waive compliance in
writing:

      8.01 LIMITATION ON LIENS. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, make, create, incur,
assume or suffer to exist any Lien upon or with respect to any part of its
property, whether now owned or hereafter acquired, other than the following
("PERMITTED LIENS"):

           (a) any Lien existing on property of the Company or any Subsidiary
on the Third Amendment Effective Date and set forth in SCHEDULE 8.01 securing
Indebtedness outstanding on such date;

           (b)  any Lien created under any Loan Document;

           (c) Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is permitted by Section 7.07; PROVIDED, that
no notice of lien has been filed or recorded under the Code;

           (d) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary
course of business which are not delinquent or remain payable without penalty
or which are being contested in good faith and by appropriate proceedings,
which proceedings have the effect of preventing the forfeiture or sale of the
property subject thereto;

           (e) Liens (other than any Lien imposed by ERISA) consisting of
pledges or deposits required in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation;

           (f) Liens on the property of the Company or its Subsidiary
securing (i) the non-delinquent performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, (ii) contingent
obligations on surety and appeal bonds, and (iii) other non-delinquent
obligations of a like nature; in each case, incurred in the ordinary course
of business; PROVIDED, that all such Liens in the aggregate would not (even
if enforced) cause a Material Adverse Effect;


                                      A-80

<PAGE>

           (g) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and all
such liens in the aggregate at any time outstanding for the Company and its
Subsidiaries do not exceed $8,500,000 and the Liens listed on SCHEDULE
8.01(g) hereto.

           (h) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or
interfere with the ordinary conduct of the businesses of the Company and its
Subsidiaries;

           (i) Liens on assets of corporations which become Subsidiaries
after the date of this Agreement; PROVIDED, HOWEVER, that such Liens existed
at the time the respective corporations became Subsidiaries and were not
created in anticipation thereof; provided, that all such Liens in the
aggregate at any time outstanding for such Subsidiaries do not exceed
$15,000,000;

           (j) purchase money security interests on any property acquired or
held by the Company or its Subsidiaries in the ordinary course of business,
securing Indebtedness incurred or assumed for the purpose of financing all or
any part of the cost of acquiring such property; PROVIDED, THAT (i) any such
Lien attaches to such property concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the property so
acquired in such transaction, (iii) the principal amount of the debt secured
thereby does not exceed 100% of the cost of such property, and (iv) the
principal amount of the Indebtedness secured by any and all such purchase
money security interests shall not at any time exceed $5,000,000;

           (k) Liens securing obligations in respect of capital leases on
assets subject to such leases, provided that such capital leases are
otherwise permitted hereunder;

           (l) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; PROVIDED, THAT (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated
by the FRB, and (ii) such deposit account is not intended by the Company or
any Subsidiary to provide collateral to the depository institution;
           (m) Liens on Permitted Investments owned by Melody, to secure
Indebtedness under the Melody Loan Arbitrage Facility, if such Permitted
Investments were acquired by Melody with the proceeds of incurrence of such
Indebtedness;


                                      A-81

<PAGE>

           (n) Liens on commercial mortgage loans originated and owned by
Melody or any Mortgage Banking Subsidiary subject to an irrevocable,
unconditional commitment to purchase such commercial mortgage loans, to
secure Indebtedness of Melody or any Mortgage Banking Subsidiary under the
Melody Mortgage Warehousing Facility;

           (o) Liens on the assets of any direct or indirect Subsidiary of
the Company created or acquired in connection with a Permitted Acquisition
and Liens on assets acquired by such Subsidiary in a Permitted Acquisition,
which Liens secure Indebtedness permitted by Section 8.05(c) in connection
with such Permitted Acquisition (but not including any refinancing thereof),
in an amount not to exceed $10,000,000 in the aggregate;

           (p) Liens on the assets of any Foreign Subsidiary, which Liens
secure Indebtedness permitted by Section 8.05(e) in an amount not to exceed
$75,000,000 in the aggregate; and

           (q) any Lien existing on any asset of any Joint Venture in which
the Company or any of its Subsidiaries is a participant but only to the
extent such Liens secure Indebtedness of such Joint Venture for which the
Company or such Subsidiary is not legally liable.

PROVIDED, that if, notwithstanding this Section 8.01, any Lien which this
Section 8.01 prohibits shall be created or arise without the prior written
consent of the Agent and the Required Banks (including with respect to this
proviso), the Obligations shall be secured by such Lien equally and ratably
with the other Indebtedness secured thereby, the Company will take or cause
to be taken all such action as may be requested by the Agent and the Required
Banks to confirm and protect such Lien in favor of the Agent and the holder
of such other Indebtedness, by accepting such Lien, shall be deemed to have
agreed thereto and to share ratably with the Agent on that basis, the
proceeds of such Lien, whether or not the Agent's security interest shall be
perfected; PROVIDED FURTHER, however, that notwithstanding such equal and
ratable securing and sharing, the existence of such Lien shall constitute a
default by the Company in the performance or observance of this Section 8.01.

      8.02 NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC. The Company shall
not, and shall not permit any of its Subsidiaries to, enter into any
agreement (excluding this Agreement, any other Loan Documents and, the
Subordinated Note Documents and with respect to clause (b) below the
shareholders agreement for the French Subsidiary) prohibiting:


                                      A-82

<PAGE>

           (a) the creation or assumption of any Lien (other than Liens pursuant
      to the Melody Mortgage Warehousing Facility or the Melody Loan Arbitrage
      Facility) upon its properties, revenues or assets, whether now owned or
      hereafter acquired, or the ability of the Company or any other Subsidiary
      to amend or otherwise modify this Agreement or any other Loan Document; or

           (b) the ability of any Subsidiary to make any payments, directly or
      indirectly, to the Company by way of dividends, advances, repayments of
      the loans or advances, reimbursements of management and other intercompany
      charges, expenses and accruals or other returns on investments, or any
      other agreement or arrangement which restricts the ability of any such
      Subsidiary to make any payment, directly or indirectly, to the Company
      (other than with respect to any Subsidiary in connection with an Offshore
      Currency Loan permitted by Section 8.05(e) so long as the amount of such
      Offshore Currency Loan results in a permanent reduction of the Combined
      Commitments as set forth in Section 2.07(b)(iii)).

      8.03 SALE OF ASSETS. The Company shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, in a single transaction or a
series of transactions, sell, lease, transfer, abandon or otherwise dispose
of or suffer to be sold, leased, transferred, abandoned or otherwise disposed
of, all or any part of its assets except:

           (i)   the Company or any of its Subsidiaries may sell its surplus
      and obsolete equipment and other surplus and obsolete assets, in each
      case, in the ordinary course of its business;

           (ii)  any of its Subsidiaries may sell, lease, transfer or
      otherwise dispose of any or all of its assets (other than accounts and
      inventory except to the extent permitted under clause (i) or in
      connection with any disposition of assets) to the Company or any
      Wholly-Owned Subsidiary that is a Guarantor;

           (iii) Melody or any Mortgage Banking Subsidiary may sell assets
      (including mortgage loans) purchased and/or funded pursuant to the
      Melody Mortgage Warehousing Facility or the Melody Loan Arbitrage
      Facility;

           (iv)  the Company or any of its Subsidiaries may sell, transfer or
      otherwise dispose of its assets arising in connection with the Whittier
      Transaction;

           (v)   the Company may sell its office building located at 533 S.
      Fremont Avenue, Los Angeles, California 90071; and


                                      A-83

<PAGE>

           (vi) subject to Section 2.07(b)(ii), the Company or any of its
      Subsidiaries may sell, lease or otherwise dispose of assets (excluding
      accounts receivable of the Company or any of its Subsidiaries) in
      transactions not otherwise permitted under clauses (i) through (v) hereof
      in an amount not to exceed $20,000,000 in the aggregate during any one
      fiscal year (each such sale, lease or other disposition of assets being
      hereinafter referred to as a "SALE"), so long as (A) both before and
      immediately after the consummation of such Sale after giving effect
      hereto, no Default or Event of Default shall exist; and (B) immediately
      after the consummation of such Sale, after giving effect thereto, the
      Company shall be permitted under the provisions of this Agreement to incur
      at least $1.00 of additional Indebtedness; PROVIDED, HOWEVER, that if the
      proceeds of any Sale within 90 days thereafter are reinvested in Permitted
      Investments, or such assets are contributed within ninety (90) days to any
      Permitted Investment, then such Sale may be excluded from the calculation
      of assets sales permitted under this clause (vi).

      8.04 MERGER, CONSOLIDATIONS AND ACQUISITIONS.

           The Company shall not, and shall not permit any Subsidiary to,
consolidate with, be acquired by, merge into or with any Person, make any
Acquisition or enter into any binding agreement to do any of the foregoing
which is not contingent on obtaining the consent of the Required Banks except:

           (a) provided that (i) the Agent shall have received written notice of
      any such merger within thirty (30) days after each fiscal year of the
      Company and (ii) immediately before and after giving effect thereto no
      Default or Event of Default shall exist, (A) any Subsidiary may merge with
      the Company or another Subsidiary; PROVIDED, that if any transaction shall
      be between the Company and a Subsidiary, the Company shall be the
      continuing or surviving corporation; and PROVIDED, FURTHER that if any
      transaction shall be between Subsidiaries, the Subsidiary which is the
      continuing or surviving corporation shall assume by an instrument
      reasonably satisfactory in form and substance to the Agent and the
      Required Banks, the obligations of such other Subsidiary if party to any
      Loan Document hereunder; and (B) any Subsidiary may sell all or
      substantially all of its assets (upon voluntary liquidation or otherwise),
      to the Company or another Subsidiary; PROVIDED, FURTHER that if any
      transaction shall be between Subsidiaries, the Subsidiary which is the
      continuing or surviving corporation shall assume by an instrument
      reasonably satisfactory in form and substance to the Agent and the
      Required Banks, the obligations of such other Subsidiary if party to any
      Loan Document hereunder;

           (b)  mergers involving Subsidiaries as part of an Acquisition
      permitted by subsection (d) below;


                                      A-84

<PAGE>

           (c)  Investments permitted by Section 8.13; and

           (d) Acquisitions, the Total Consideration of which, for all
      Acquisitions made after May 20, 1998 for any consecutive twelve (12) month
      period, shall not exceed $115,000,000 in the aggregate (including, in
      determining such Total Consideration, Acquisitions in connection with
      Joint Ventures in accordance with clause (h) of the definition of
      "Permitted Investments"); PROVIDED, that the Acquisitions listed on
      SCHEDULE 8.04(d) hereof and Acquisitions which otherwise may be consented
      to in writing from time to time by the Agent and the Required Banks (the
      "EXCLUDED ACQUISITIONS") shall not be included for purposes of this
      Section 8.04 in calculating the Total Consideration for all Acquisitions
      made after the Closing Date for any consecutive twelve (12) month period;
      and, PROVIDED, FURTHER, that with respect to all such Acquisitions
      (including Excluded Acquisitions),

                (i) subject to the proviso in clause (viii) below, the Agent and
           the Banks shall have been given ten (10) Business Days' prior written
           notice thereof;

                (ii) no Default or Event of Default shall exist immediately
           before or after giving effect to such Acquisition;

                (iii)the Company will be in compliance with each of the
           financial covenants contained in Sections 8.08, 8.09, 8.10 and 8.11
           on a pro-forma basis after giving effect to such Acquisition and any
           Indebtedness incurred or assumed in connection therewith, such
           Indebtedness having been contracted in accordance with the provisions
           of Section 8.05 hereof;

                (iv) immediately after giving effect to each such Acquisition,
           all of the representations and warranties contained in Article VI
           shall be true and correct as if then made;

                (v) the Person, business or assets acquired in connection with
           such Acquisition are a real estate services-related business or a
           related line of business to the Company or any of its Subsidiaries;

                (vi) the prior, effective written consent or approval to such
           Acquisition of the Board or equivalent governing body of the acquiree
           is obtained;


                                      A-85

<PAGE>

                (vii)immediately after giving effect to each such Acquisition,
           (A) the Company and each of its Subsidiaries, on a consolidated
           basis, shall have a Minimum Liquidity of at least $25,000,000 and (B)
           EBITDA of the acquired Person for the preceding twelve (12) month
           period from the date of the Acquisition is a positive number.
           "Minimum Liquidity" shall mean all cash balances PLUS any unutilized
           Commitment hereunder after giving effect to such Acquisition;

                (viiithe Agent shall have received a certificate of a
           Responsible Officer of the Company, (A) identifying the Person or
           Property to be acquired, the name of the Person making such
           Acquisition and setting forth the total consideration to be paid in
           respect of such Acquisition and (B) certifying the information set
           forth in clauses (ii), (iii), (iv) and (vii) above and containing
           computations (in reasonable detail) in support thereof, such
           certificate to be in form and substance satisfactory to the
           Administrative Agent; PROVIDED, that with respect to any Acquisitions
           the Total Consideration of which is equal to or less than $5,000,000,
           individually (up to an aggregate amount of $10,000,000), the Agent
           shall receive notice of such Acquisition and receive the information
           required in such aforementioned certificate upon delivery of the
           quarterly Compliance Certificate; and

                (ix) the Agent shall have received such other information,
           documents, or opinions of counsel, as the Agent shall have reasonably
           requested.

           Notwithstanding anything herein to the contrary set forth in this
      Section 8.04(d), the Company and its Subsidiaries may make Acquisitions
      hereunder, the Total Consideration of which, for all Acquisitions made
      after May 20, 1998 for any consecutive twelve (12) month period, shall be
      greater than $115,000,000 but shall in no event exceed $400,000,000
      (excluding from such calculations the Excluded Acquisitions); PROVIDED,
      that the additional Total Consideration in excess of $115,000,000 is
      financed by the issuance of new equity securities of the Company or its
      Subsidiaries, and PROVIDED, further that all other requirements set forth
      in subclauses (i) through (ix) above have been satisfied.

      8.05 LIMITATION ON INDEBTEDNESS. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume, suffer to exist,
or otherwise become or remain directly or indirectly liable with respect to,
any Indebtedness, except:

           (a)  Indebtedness incurred pursuant to this Agreement;


                                      A-86

<PAGE>

           (b) Subject to Section 2.07 hereof, Subordinated Debt, but only to
the extent that the aggregate amount outstanding at any one time does not
exceed $300,000,000 in the aggregate for the Company; PROVIDED, that the
terms of such Subordinated Debt are acceptable to the Agent and the Required
Banks;

           (c)  Subject to Section 2.07 hereof, additional Indebtedness of
the Company and its Subsidiaries in an aggregate principal amount not to
exceed $50,000,000;

           (d)  Permitted Melody Indebtedness;

           (e) Notwithstanding clause 8.05(c) above, Indebtedness under
credit facilities comprised of loans made in an Offshore Currency ("OFFSHORE
CURRENCY LOANS") in an aggregate principal amount not to exceed $75,000,000
at any time or Indebtedness of the Company or any Subsidiary incurred
pursuant to any guaranty of any the Company's or Subsidiary's obligations
(without duplication) in support of such Offshore Currency Loan;

           (f) Indebtedness under the Company's deferred compensation plan
for periods prior to May 1, 1999 in an amount not to exceed $27,500,000 in
the aggregate plus all Indebtedness under such plan after April 30, 1999
which is either payable in Company stock or funded through the purchase of
insurance contracts;

           (g) Indebtedness consisting of Guaranty Obligations (A) by the
Company of Indebtedness permitted to be incurred by Wholly-Owned Subsidiaries
of the Company, (B) by Domestic Subsidiaries of the Company of Indebtedness
permitted to be incurred by the Company or other Wholly-Owned Subsidiaries of
the Company, (C) by Foreign Subsidiaries of Indebtedness permitted to be
incurred by other Wholly-Owned Foreign Subsidiaries of the Company and (D) by
the Company or any Wholly-Owned Foreign Subsidiary of contractual obligations
(not constituting Indebtedness) of Wholly- Owned Foreign Subsidiaries
incurred in the ordinary course of business; and

           (h) All other Indebtedness existing on the Third Amendment
Effective Date as set forth in SCHEDULE 8.05.

      8.06 TRANSACTIONS WITH AFFILIATES. Other than transactions which are
solely undertaken for reasons of international tax planning between
Wholly-Owned Subsidiaries and transactions between the Company and
Wholly-Owned Subsidiaries which in either case involve contributions of the
stock of a Subsidiary, contributions of a promissory note or other evidence
of Indebtedness of a Subsidiary or an exchange of such stock or such note for
stock of a Wholly-Owned Subsidiary and which do not have a material adverse
affect on the Company and its Subsidiaries, taken as a whole, the Company
shall not, and shall not


                                      A-87

<PAGE>

suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Company, except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than it would obtain in a
comparable arm's-length transaction with a Person not an Affiliate of the
Company or such Subsidiary.

      8.07 USE OF PROCEEDS. (a) The Company shall not, and shall not suffer
or permit any Subsidiary to, use any portion of the Loan proceeds or any
Letter of Credit, directly or indirectly, (i) to purchase or carry Margin
Stock, (ii) to repay or otherwise refinance indebtedness of the Company or
others incurred to purchase or carry Margin Stock, (iii) to extend credit for
the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire
any security in any transaction that is subject to Section 13 or 14 of the
Exchange Act.

           (b) The Company shall not, directly or indirectly, use any portion
of the Loan proceeds or any Letter of Credit (i) knowingly to purchase
Ineligible Securities from the Arranger during any period in which the
Arranger makes a market in such Ineligible Securities, (ii) knowingly to
purchase during the underwriting or placement period Ineligible Securities
being underwritten or privately placed by the Arranger, or (iii) to make
payments of principal or interest on Ineligible Securities underwritten or
privately placed by the Arranger and issued by or for the benefit of the
Company or any Affiliate of the Company. The Arranger is a registered
broker-dealer and permitted to underwrite and deal in certain Ineligible
Securities; and "INELIGIBLE SECURITIES" means securities which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

      8.08 LEVERAGE RATIO MAINTENANCE. The Company shall not permit the
Leverage Ratio for each of the following fiscal periods to be greater than
the applicable ratio set forth below opposite the fiscal period in which such
date occurs.


                                      A-88

<PAGE>

           Fiscal
           Period Ending                                       Maximum Ratio
           -------------                                       -------------

      September 30, 1999                                        4.25 to 1.0

      December 31, 1999 and the reafter                         4.0 to 1.0

      8.09 INTEREST COVERAGE RATIO MAINTENANCE. The Company shall not permit
the Interest Coverage Ratio for each of the following fiscal periods to be
less than the applicable ratio set forth below opposite the fiscal period in
which such date occurs:

<TABLE>
<CAPTION>
           Fiscal
           Period Ending                                       Minimum Ratio
           -------------                                       -------------

<S>                                                            <C>
      September 30, 1999                                        2.75:1.00

      December 31, 1999 through September 30, 2000              3.00:1.00

      December 31, 2000 through September 30, 2000              3.50:1.00

      December 31, 2001 and thereafter                          4.00:1.00
</TABLE>

      8.10 MINIMUM EBITDA. The Company shall maintain for each of the
following fiscal periods, Consolidated EBITDA for the period of the four (4)
most recently ended consecutive fiscal quarters of the Company, of not less
than:

<TABLE>
<CAPTION>
           Fiscal
           Period Ending                                       Minimum EBITDA
           -------------                                       --------------
<S>                                                             <C>
      From the Third Amendment Effective Date and thereafter    $100,000,000
</TABLE>

      8.11 MAINTENANCE OF CONSOLIDATED NET WORTH. The Company shall not
permit Consolidated Net Worth at any time to be less than the sum of (i)
$82,000,000 PLUS (ii) seventy percent (70%) of Consolidated Net Income for
each completed fiscal quarter beginning with the fiscal quarter ended June
30, 1998, for which Consolidated Net Income is a positive number
(Consolidated Net Income for any such fiscal quarter where Consolidated Net
Income is a loss having no effect on the calculation of the amount referred
to in this clause (ii)), PLUS (iii) seventy percent (70%) of any new equity
issuances of the Company and its Subsidiaries for each completed fiscal
quarter beginning with the fiscal quarter ended June 30, 1998.


                                      A-89

<PAGE>

      8.12 JOINT VENTURES. The Company shall not, and shall not suffer or
permit any Subsidiary to enter into any Joint Venture, other than as
otherwise permitted in accordance with the terms of this Agreement.

      8.13 RESTRICTED INVESTMENTS AND RESTRICTED PAYMENTS.

           (a) The Company shall not, and shall not suffer or permit any of its
      Subsidiaries to, declare, make or pay, or incur any liability to make or
      pay, or cause or permit to be declared, made or paid, any Restricted
      Payment or Restricted Investment, unless prior thereto, immediately
      thereafter, and after giving effect thereto:

                (i) the aggregate amount of such Restricted Payment or
           Restricted Investment, plus all other Restricted Payments or
           Restricted Investments made or paid, or for which a liability to make
           or pay has been incurred, by the Company or any of its Subsidiaries
           during the period of the four (4) most recently ended fiscal quarters
           of the Company, shall not exceed an amount equal to twenty-five
           percent (25%) of Consolidated Net Income during such period of the
           four (4) most recently ended fiscal quarters of the Company, so long
           as Consolidated Net Income is a positive number; and

                (ii) no Default or Event of Default shall exist.

           (b) Notwithstanding the foregoing provisions of this Section 8.13,
      the Company may, at any time following the date hereof, and from time to
      time thereafter, repurchase or redeem shares of its capital stock
      previously received by employees of the Company and held by such
      employees, at a price to be determined (a "STOCK REPURCHASE"), so long as
      both before and after giving effect to such Stock Repurchase, (i) no
      Default or Event of Default shall have occurred and be continuing, and
      (ii) the aggregate amount of such Stock Repurchases does not exceed
      $3,000,000 during any fiscal year of the Company, and such Stock
      Repurchase shall not be deemed a Restricted Payment hereunder.

           (c) Notwithstanding anything herein to the contrary, the Company
      shall not, and shall not permit any of its Subsidiaries to:

                (i) make (a) any optional payment or prepayment on (or deliver a
           notice of prepayment under) or redemption (including, without
           limitation, by making payments to a sinking or analogous fund),
           defeasance or repurchase of any Indebtedness (other than Indebtedness
           pursuant to this Agreement or any intercompany Indebtedness) or (b)
           any payments in violation of the


                                      A-90

<PAGE>

           subordination provisions of any Subordinated Debt; PROVIDED, that the
           Company may refinance the Indebtedness evidenced by the Subordinated
           Note Documents with other Subordinated Debt permitted hereunder and
           acceptable to the Agent and the Required Banks; or

                (ii) change or amend the terms of any Subordinated Debt (or any
           indenture or agreement in connection therewith) if the effect of such
           amendment is to: (a) increase the interest rate on such Subordinated
           Debt; (b) change the dates upon which payments of principal or
           interest are due on such Subordinated Debt other than to extend such
           dates; (c) change any default or event of default other than to
           delete or make less restrictive any default provision therein, or add
           any covenant with respect to such Subordinated Debt; (d) change the
           redemption or prepayment provision of such Subordinated Debt other
           than to extend the dates therefor or to reduce the premiums payable
           in connection therewith; (e) grant any security or collateral to
           secure payment of such Subordinated Debt; (f) add any guarantor
           thereof, or (g) change or amend any other term if such change or
           amendment would materially increase the obligations of any obligor or
           confer additional material rights on the holder of any Subordinated
           Debt in a manner adverse to the Company or any of its Subsidiaries,
           the Agent, any Bank or Issuing Bank.

      8.14 CAPITAL EXPENDITURES, ETC. The Company shall not make, and shall
not permit any of its Subsidiaries to make, Capital Expenditures (excluding
any Capital Expenditures deemed to be made as a result of a Permitted
Acquisition) during any consecutive twelve (12) month period in an aggregate
amount in excess of Two Hundred Percent (200%) of the amount of Depreciation
Expense incurred by the Company and its Subsidiaries for the preceding
consecutive twelve (12) month period.

      8.15 ERISA. The Company shall not, and shall not permit any ERISA
Affiliate or Subsidiary of the Company to, directly or indirectly, establish
any new Plan or modify any existing Plan so as to increase its obligations
thereunder (except in the ordinary course of business consistent with past
practice), which increase in obligations would reasonably be expected to have
a Material Adverse Effect.

      8.16 CHANGE IN BUSINESS. The Company shall not, and shall not suffer or
permit any Subsidiary to, engage in any material line of business
substantially different from those lines of business carried on by the
Company and its Subsidiaries on the date hereof.

      8.17 STOCK OF MATERIAL SUBSIDIARIES. Except as set forth in Annex D
hereto with respect to the Whittier Transaction, the Company shall not permit
any Material Subsidiary


                                      A-91

<PAGE>

to issue any Capital Stock (whether for value or otherwise) to any Person
other than the Company, another Wholly-Owned Subsidiary or Material
Subsidiary of the Company.

      8.18 SALE AND LEASEBACK. The Company shall not, and shall not permit
any of its Subsidiaries to, enter into any agreement or arrangement with any
other Person providing for the leasing by the Company or any of its
Subsidiaries of real or personal property which has been or is to be sold or
transferred by the Company or any of its Subsidiaries to such other Person or
to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the Company
or any of its Subsidiaries other than in connection with the sale and
leaseback of improved real estate owned by the Company in San Diego,
California and Phoenix, Arizona with an aggregate value not in excess of
$10,000,000.

      8.19 AMENDMENTS. Without limiting the generality of any restrictions
contained in any Contractual Obligation evidencing the Permitted Melody
Indebtedness, the Company covenants and agrees that it shall not, and shall
not permit any of its Subsidiaries to, without the prior consent of the Agent
and the Required Banks, consent or agree to, or otherwise suffer, any
amendment, waiver or modification of, or supplement to, any Contractual
Obligation evidencing the Permitted Melody Indebtedness, except for
modifications made in the ordinary course of business which do not adversely
affect the Agent and the Banks or increase any amounts paid by the Company or
any of its Subsidiaries thereunder (other than increases in the amount paid
under the Permitted Melody Indebtedness).

      8.20 ACCOUNTING CHANGES. The Company shall not, and shall not suffer or
permit any Subsidiary to, make any significant change in accounting treatment
or reporting practices, except as required by GAAP, or change the fiscal year
of the Company or of any Subsidiary.

                                   ARTICLE IX

                               EVENTS OF DEFAULT

      9.01 EVENT OF DEFAULT.  Any of the following shall constitute an "EVENT
OF DEFAULT":

           (a)  NON-PAYMENT. The Company fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan or of any L/C
Obligation, or (ii) within five (5) days after the same becomes due, any
interest, fee or any other amount payable hereunder or under any other Loan
Document; or


                                      A-92

<PAGE>

           (b) REPRESENTATION OR WARRANTY. Any representation or warranty by
the Company or any Subsidiary made or deemed made herein, in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Company, any Subsidiary, or any Responsible Officer,
furnished at any time under this Agreement, or in or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made; or

           (c) SPECIFIC DEFAULTS. The Company or any Subsidiary fails to
perform or observe any term, covenant or agreement contained in any of
Section 7.02, 7.09 or 7.12 or in Article VIII; or

           (d) OTHER DEFAULTS. The Company or any Subsidiary party thereto
fails to perform or observe any other term or covenant contained in this
Agreement or any other Loan Document, and such default shall continue
unremedied for a period of twenty (20) days after the earlier of (i) the date
upon which a Responsible Officer knew or reasonably should have known of such
failure or (ii) the date upon which written notice thereof is given to the
Company by the Agent or any Bank; or

           (e) CROSS-DEFAULT. The Company or any Subsidiary (A) fails to make
any payment in respect of any Indebtedness having an aggregate principal
amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $10,000,000 when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) and such
failure continues after the applicable grace or notice period, if any,
specified in the relevant document on the date of such failure; or (B) fails
to perform or observe any other condition or covenant, or any other event
shall occur or condition exist, under any agreement or instrument relating to
any such Indebtedness or Contingent Obligation, and such failure continues
after the applicable grace or notice period, if any, specified in the
relevant document on the date of such failure if the effect of such failure,
event or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause such Indebtedness to be declared to be due and
payable prior to its stated maturity, or such Contingent Obligation to become
payable or cash collateral in respect thereof to be demanded; or

           (f)  INSOLVENCY; VOLUNTARY PROCEEDINGS.  The Company or any
Material Subsidiary (i) ceases or fails to be Solvent, or generally fails to
pay, or admits in writing its inability to pay, its debts as they become due,
subject to applicable grace periods, if any, whether at stated maturity or
otherwise; (ii) voluntarily ceases to conduct its business in the ordinary
course; (iii) commences any Insolvency Proceeding with respect to itself; or
(iv) takes any action to effectuate or authorize any of the foregoing; or


                                      A-93

<PAGE>

           (g) INVOLUNTARY PROCEEDINGS. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Material
Subsidiary, or any writ, judgment, warrant of attachment, execution or
similar process, is issued or levied against a substantial part of the
Company's or any Material Subsidiary's properties, and any such proceeding or
petition shall not be dismissed, or such writ, judgment, warrant of
attachment, execution or similar process shall not be released, vacated or
fully bonded within 60 days after commencement, filing or levy; (ii) the
Company or any Material Subsidiary admits the material allegations of a
petition against it in any Insolvency Proceeding, or an order for relief (or
similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or
(iii) the Company or any Material Subsidiary acquiesces in the appointment of
a receiver, trustee, custodian, conservator, liquidator, mortgagee in
possession (or agent therefor), assignee for the benefit of creditors or
other similar Person for itself or a substantial portion of its property or
business; or

           (h) ERISA. An event or condition described in Section 6.07 shall
occur or exist and, as a result of such event or condition, together with all
other such events or conditions, the Company, an ERISA Affiliate or a
Subsidiary of the Company shall incur or in the opinion of the Agent or the
Required Banks shall be reasonably likely to incur a liability of any kind
under ERISA, the Code, or otherwise which, in the opinion of the Agent or the
Required Banks, could have a Material Adverse Effect; or

           (i) MONETARY JUDGMENTS. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against
the Company or any Subsidiary involving in the aggregate a liability (to the
extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $8,500,000 or more, and the same
shall remain unvacated and unstayed pending appeal for a period of 30 days
after the entry thereof; or

           (j) NON-MONETARY JUDGMENTS. Any non-monetary judgment, order or
decree is entered against the Company or any Subsidiary which does or would
reasonably be expected to have a Material Adverse Effect, and there shall be
any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or

           (k)  CHANGE OF CONTROL.  There occurs any Change of Control; or

           (l)  MATERIAL ADVERSE EFFECT. There occurs a Material Adverse
                Effect; or


                                      A-94

<PAGE>

           (m) GUARANTOR DEFAULTS. Any Guarantor fails in any material
respect to perform or observe any term, covenant or agreement in the
Guaranty; or the Guaranty is for any reason partially (including with respect
to future advances) or wholly revoked or invalidated, or otherwise ceases to
be in full force and effect, or any Guarantor or any other Person contests in
any manner the validity or enforceability thereof or denies that it has any
further liability or obligation thereunder; or any event described at
Sections (f) or (g) of this Section occurs with respect to any Guarantor; or

           (n) INVALIDITY OF SUBORDINATION PROVISIONS. The subordination
provisions of any agreement or instrument governing any Subordinated Debt is
for any reason revoked or invalidated, or otherwise ceases to be in full
force and effect, any Person contests in any manner the validity or
enforceability thereof or denies that it has any further liability or
obligation thereunder, or the Indebtedness hereunder is for any reason
subordinated or does not have the priority contemplated by this Agreement or
such subordination provisions; or

           (o) PLEDGE AGREEMENTS. The Company or any of its Subsidiaries
shall have knowledge that any Lien created or intended to be created by any
of the Pledge Agreements shall cease to be a valid and enforceable Lien, or
any such Lien shall cease to be a perfected Lien and such Lien remains
invalid, unenforceable or unperfected for ten (10) days.

      9.02 REMEDIES. If any Event of Default occurs, the Agent shall, at the
request of, or may, with the consent of, the Required Banks, take any one or
more of the following actions:

           (a) declare the commitment of each Bank to make Loans and any
obligation of the Issuing Bank to Issue Letters of Credit to be terminated,
whereupon such commitments and obligation shall be terminated;

           (b) declare an amount equal to the maximum aggregate amount that
is or at any time thereafter may become available for drawing under any
outstanding Letters of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letters of Credit) to be immediately
due and payable, and declare the unpaid principal amount of all outstanding
Loans, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Loan Document to be immediately due
and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Company; and/or

           (c)  exercise on behalf of itself and the Banks all rights and
remedies available to it and the Banks under the Loan Documents or applicable
law;


                                      A-95

<PAGE>

PROVIDED, HOWEVER, that upon the occurrence of any event specified in
subsection (f) or (g) of Section 9.01 (in the case of clause (i) of
subsection (g) upon the expiration of the 60-day period mentioned therein),
the obligation of each Bank to make Loans and any obligation of the Issuing
Bank to Issue Letters of Credit shall automatically terminate and the unpaid
principal amount of all outstanding Loans and all interest and other amounts
as aforesaid shall automatically become due and payable without further act
of the Agent, the Issuing Bank or any Bank.

      9.03 RIGHTS NOT EXCLUSIVE. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any
other rights, powers, privileges or remedies provided by law or in equity, or
under any other instrument, document or agreement now existing or hereafter
arising.

                                   ARTICLE X

                                   THE AGENT

      10.01 APPOINTMENT AND AUTHORIZATION; "AGENT". (a) Each Bank hereby
irrevocably (subject to Section 10.09) appoints, designates and authorizes
the Agent to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the
Agent shall not have any duties or responsibilities, except those expressly
set forth herein, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.
Without limiting the generality of the foregoing sentence, the use of the
term "agent" in this Agreement with reference to the Agent is not intended to
represent or connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is
used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.
           (b) The Issuing Bank shall act on behalf of the Banks with respect
to any Letters of Credit Issued by it and the documents associated therewith
until such time and except for so long as the Agent may agree at the request
of the Required Banks to act for such Issuing Bank with respect thereto;
PROVIDED, HOWEVER, that the Issuing Bank shall have all of the benefits and
immunities (i) provided to the Agent in this Article X with respect to any
acts taken or omissions suffered by the Issuing Bank in connection with
Letters of


                                      A-96

<PAGE>

Credit Issued by it or proposed to be Issued by it and the application and
agreements for letters of credit pertaining to the Letters of Credit as fully
as if the term "Agent," as used in this Article X, included the Issuing Bank
with respect to such acts or omissions, and (ii) as additionally provided in
this Agreement with respect to the Issuing Bank.

      10.02 DELEGATION OF DUTIES. The 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
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care.

      10.03 LIABILITY OF AGENT. None of the Agent-Related Persons shall (i)
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), or (ii) be responsible in any manner to any of the Banks
for any recital, statement, representation or warranty made by the Company or
any Subsidiary or Affiliate of the Company, or any officer thereof, contained
in this Agreement or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or
received by the 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 the 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 Bank 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 the Company or any of the Company's
Subsidiaries or Affiliates.

      10.04 RELIANCE BY AGENT. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Company), independent accountants and other experts selected
by the Agent. The Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Banks as it
deems appropriate and, if it so requests, it shall first be indemnified to
its satisfaction by the Banks against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the


                                      A-97

<PAGE>

Required Banks and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks.

           (b) For purposes of determining compliance with the conditions
specified in Section 5.01, each Bank that has executed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter either sent by the Agent to such Bank for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Bank.

      10.05 NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge OR notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and
fees required to be paid to the Agent for the account of the Banks, unless
the Agent shall have received written notice from a Bank or the Company
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default." The Agent will notify the
Banks of its receipt of any such notice. The Agent shall take such action
with respect to such Default or Event of Default as may be requested by the
Required Banks in accordance with Article IX; provided, however, that unless
and until the Agent has received any such request, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable
or in the best interest of the Banks.

      10.06 CREDIT DECISION. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that
no act by the Agent hereinafter taken, including any review of the affairs of
the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the 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 the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the
Company hereunder. Each Bank 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 the Company. Except for notices, reports and other
documents expressly herein required to be furnished to the Banks by the
Agent, the Agent


                                      A-98

<PAGE>

shall not have any duty or responsibility to provide any Bank with any credit
or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Company
which may come into the possession of any of the Agent-Related Persons.

      10.07 INDEMNIFICATION OF AGENT. Whether or not the transactions
contemplated hereby are consummated, the Banks shall indemnify upon demand
the Agent-Related Persons (to the extent not reimbursed by or on behalf of
the Company and without limiting the obligation of the Company to do so), pro
rata, from and against any and all Indemnified Liabilities; PROVIDED,
HOWEVER, that no Bank shall be liable for the payment to the Agent-Related
Persons of any portion of such Indemnified Liabilities resulting from such
Person's gross negligence or willful misconduct. Without limitation of the
foregoing, each Bank shall reimburse the Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by the 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 the Agent is not reimbursed for such expenses by or on behalf of
the Company. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of the Agent.

      10.08 AGENT IN 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
the Company and its Subsidiaries and Affiliates as though Bank of America
were not the Agent or the Issuing Bank hereunder and without notice to or
consent of the Banks. The Banks acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information
regarding the Company or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Company or such
Subsidiary) and acknowledge that the 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 Bank
and may exercise the same as though it were not the Agent or the Issuing Bank.

      10.09 SUCCESSOR AGENT. The Agent may, and at the request of the
Required Banks shall, resign as Agent upon 30 days' notice to the Banks. If
the Agent resigns under this Agreement, the Required Banks shall appoint from
among the Banks, with the consent of the Company, which consent shall not be
unreasonably withheld, a successor agent for the Banks. If no successor agent
is appointed prior to the effective date of the resignation of the Agent, the
Agent may appoint, after consulting with the Banks and the Company, a


                                      A-99

<PAGE>

successor agent from among the Banks. Upon the acceptance of its appointment
as successor agent hereunder, such successor agent shall succeed to all the
rights, powers and duties of the retiring Agent and the term "Agent" shall
mean such successor agent and the retiring Agent's appointment, powers and
duties as Agent shall be terminated. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Article X and Sections 11.04 and
11.05 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement. If no successor agent
has accepted appointment as Agent by the date which is 30 days following a
retiring Agent's notice of resignation, the retiring Agent's resignation
shall nevertheless thereupon become effective and the Banks shall perform all
of the duties of the Agent hereunder until such time, if any, as the Required
Banks appoint a successor agent as provided for above. Notwithstanding the
foregoing, however, Bank of America may not be removed as the Agent at the
request of the Required Banks unless Bank of America shall also be replaced
simultaneously as "Issuing Bank" hereunder pursuant to documentation in form
and substance reasonably satisfactory to Bank of America.

      10.10 WITHHOLDING TAX. (a) If any Bank is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Bank claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441
or 1442 of the Code, such Bank agrees with and in favor of the Agent, to
deliver to the Agent (with a copy to the Company):

                (i) if such Bank claims an exemption from, or a reduction of,
      withholding tax under a United States tax treaty, two properly completed
      and executed copies of IRS Form 1001 before the payment of any interest in
      the first calendar year and before the payment of any interest in each
      third succeeding calendar year during which interest may be paid under
      this Agreement;

                (ii) if such Bank claims that interest paid under this Agreement
      is exempt from United States withholding tax because it is effectively
      connected with a United States trade or business of such Bank, two
      properly completed and executed copies of IRS Form 4224 before the payment
      of any interest is due in the first taxable year of such Bank and in each
      succeeding taxable year of such Bank during which interest may be paid
      under this Agreement; and

                (iii) such other form or forms as may be required under the Code
      or other laws of the United States as a condition to exemption from, or
      reduction of, United States withholding tax.

Such Bank agrees to notify promptly the Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction.


                                      A-100

<PAGE>

           (b) If any Bank claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001
and such Bank sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Company to such Bank, such
Bank agrees to notify the Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Company to such Bank. To
the extent of such percentage amount, the Agent will treat such Bank's IRS
Form 1001 as no longer valid.

           (c) If any Bank claiming exemption from United States withholding
tax by filing IRS Form 4224 with the Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of
the Company to such Bank, such Bank agrees to undertake sole responsibility
for complying with the withholding tax requirements imposed by Sections 1441
and 1442 of the Code.

           (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such
Bank an amount equivalent to the applicable withholding tax after taking into
account such reduction. However, if the forms or other documentation required
by Section (a) of this Section are not delivered to the Agent, then the Agent
may withhold from any interest payment to such Bank not providing such forms
or other documentation an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction.

           (e) If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Agent did not properly
withhold tax from amounts paid to or for the account of any Bank (because the
appropriate form was not delivered or was not properly executed, or because
such Bank failed to notify the Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify the Agent fully for all
amounts paid, directly or indirectly, by the Agent as tax or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, together
with all costs and expenses (including Attorney Costs). The obligation of the
Banks under this Section shall survive the payment of all Obligations and the
resignation or replacement of the Agent.

      10.11 SENIOR MANAGING AGENTS; CO-AGENTS. None of the Banks identified
on the facing page or signature pages of this Agreement as a "senior managing
agent" or a "co-agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to
all Banks as such. Without limiting the foregoing, none of the Banks so
identified as a "senior managing agent" or a "co-agent" shall have or be
deemed to have any fiduciary relationship with any Bank. Each Bank


                                      A-101

<PAGE>

acknowledges that it has not relied, and will not rely, on any of the Banks
so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.

      10.12 COLLATERAL MATTERS.

           (a) The Agent is authorized on behalf of all the Banks, without
the necessity of any notice to or further consent from the Banks, from time
to time to take any action with respect to any Collateral or the Guaranty or
any of the Pledge Agreements which may be necessary to perfect and maintain
perfected the security interest in and Liens upon the Collateral granted
pursuant to the Guaranty or any of the Pledge Agreements.

           (b) The Banks irrevocably authorize the Agent, at its option and
in its discretion, to release any Lien granted to or held by the Agent upon
any Collateral (i) upon termination of the Commitments and payment in full of
all Loans and all other Obligations payable under this Agreement and under
any other Loan Document; (ii) constituting Property sold or to be sold or
disposed of as part of or in connection with any disposition permitted
hereunder; (iii) constituting Property in which the Company or any Subsidiary
of the Company owned no interest at the time the Lien was granted or at any
time thereafter; (iv) constituting Property leased to the Company or any
Subsidiary of the Company under a lease which has expired or been terminated
in a transaction permitted under this Agreement or is about to expire and
which has not been, and is not intended by the Company or such Subsidiary to
be, renewed or extended; (v) consisting of an instrument evidencing
Indebtedness or other debt instrument, if the indebtedness evidenced thereby
has been paid in full; or (vi) if approved, authorized or ratified in writing
by the Required Banks or all the Banks, as the case may be, as provided in
subsection 11.01(f). Upon request by the Agent at any time, the Banks will
confirm in writing the Agent's authority to release particular types or items
of Collateral pursuant to this subsection 10.12(b).


                                     A-102

<PAGE>

                                   ARTICLE XI

                                 MISCELLANEOUS

      11.01 AMENDMENTS AND WAIVERS. No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent with respect to
any departure by the Company or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Required
Banks (or by the Agent at the written request of the Required Banks) and the
Company and acknowledged by the Agent, and then any such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; PROVIDED, HOWEVER, that no such waiver, amendment, or
consent shall, unless in writing and signed by all the Banks and the Company
and acknowledged by the Agent, do any of the following:

           (a)  increase or extend the Commitment of any Bank (or reinstate
any Commitment terminated pursuant to Section 2.05 or Section 2.07);

           (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document, including, without limitation, any mandatory prepayments
contemplated by Section 2.07 hereof;

           (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or (subject to clause (iii) below) any fees or other
amounts payable hereunder or under any other Loan Document;

           (d) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans which is required for the Banks or any
of them to take any action hereunder;

           (e)  amend this Section, or Section 2.14, or any provision herein
providing for consent or other action by all Banks; or

           (f) discharge any Guarantor, or release any portion of any of the
Pledged Shares or the other Collateral under the Loan Documents except as
otherwise may be provided in this Agreement, the Guaranty or any Pledge
Agreement, as the case may be, or except where the consent of the Required
Banks only is specifically provided for;

and, PROVIDED FURTHER, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the Issuing Bank in addition to the Required Banks
or all the Banks, as the case may be, affect the rights or duties of the
Issuing Bank under this Agreement or any L/C-


                                     A-103

<PAGE>

Related Document relating to any Letter of Credit Issued or to be Issued by
it, (ii) no amendment, waiver or consent shall, unless in writing and signed
by the Agent in addition to the Required Banks or all the Banks, as the case
may be, affect the rights or duties of the Agent under this Agreement or any
other Loan Document, and (iii) the Fee Letter may only be amended, or rights
or privileges thereunder waived, in a writing executed by the parties thereto.

      11.02 NOTICES. (a) All notices, requests, consents, approvals, waivers
and other communications shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission, provided that any
matter transmitted by the Company by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on
SCHEDULE 11.02, and (ii) shall be followed promptly by delivery of a hard
copy original thereof) and mailed, faxed or delivered, to the address or
facsimile number specified for notices on SCHEDULE 11.02; or, as directed to
the Company or the Agent, to such other address as shall be designated by
such party in a written notice to the other parties, and as directed to any
other party, at such other address as shall be designated by such party in a
written notice to the Company and the Agent.

           (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the fifth Business Day after the
date deposited into the U.S. mail, or if delivered, upon delivery; except
that notices pursuant to Article II, III or X to the Agent shall not be
effective until actually received by the Agent, and notices pursuant to
Article III to the Issuing Bank shall not be effective until actually
received by the Issuing Bank at the address specified for the "Issuing Bank"
on the applicable signature page hereof.

           (c) Any agreement of the Agent and the Banks herein to receive
certain notices by telephone or facsimile is solely for the convenience and
at the request of the Company. The Agent and the Banks shall be entitled to
rely on the authority of any Person purporting to be a Person authorized by
the Company to give such notice and the Agent and the Banks shall not have
any liability to the Company or other Person on account of any action taken
or not taken by the Agent or the Banks in reliance upon such telephonic or
facsimile notice. The obligation of the Company to repay the Loans and L/C
Obligations shall not be affected in any way or to any extent by any failure
by the Agent and the Banks to receive written confirmation of any telephonic
or facsimile notice or the receipt by the Agent and the Banks of a
confirmation which is at variance with the terms understood by the Agent and
the Banks to be contained in the telephonic or facsimile notice.

      11.03 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege


                                     A-104

<PAGE>

hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

      11.04 COSTS AND EXPENSES.  The Company shall:

           (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse Bank of America (including in its capacity as
Agent and Issuing Bank) within five Business Days after demand (subject to
Section 5.01(e)) for all reasonable costs and expenses incurred by Bank of
America (including in its capacity as Agent and Issuing Bank) in connection
with the development, preparation, delivery, administration and execution of,
and any amendment, supplement, consent, waiver or modification to (in each
case, whether or not consummated), this Agreement, any Loan Document and any
other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including
reasonable Attorney Costs incurred solely by Bank of America (including in
its capacity as Agent and Issuing Bank) with respect thereto; and

           (b) pay or reimburse the Agent, the Arranger and each Bank within
five Business Days after demand (subject to Section 5.01(e)) for all costs
and expenses (including Attorney Costs) incurred by them in connection with
the enforcement, attempted enforcement, or preservation of any rights or
remedies under this Agreement or any other Loan Document during the existence
of an Event of Default or after acceleration of the Loans (including in
connection with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding).

      11.05 COMPANY INDEMNIFICATION. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify, defend and
hold the Agent-Related Persons, and each Bank and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-fact (each,
an "INDEMNIFIED PERSON") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans, the termination of the Letters of Credit and the
termination, resignation or replacement of the Agent or replacement of any
Bank) be imposed on, incurred by or asserted against any such Person in any
way relating to or arising out of this Agreement or any document contemplated
by or referred to herein, or the transactions contemplated hereby, or any
action taken or omitted by any such Person under or in connection with any of
the foregoing, including with respect to any investigation, litigation or
proceeding (including any Insolvency Proceeding or appellate proceeding)
related to or arising out of this Agreement or the Loans or Letters of Credit
or the use of the proceeds thereof, whether


                                     A-105

<PAGE>

or not any Indemnified Person is a party thereto (all the foregoing,
collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, that the Company
shall have no obligation hereunder to any Indemnified Person with respect to
Indemnified Liabilities resulting from the gross negligence or willful
misconduct of such Indemnified Person. The agreements in this Section shall
survive payment of all other Obligations.

      11.06 PAYMENTS SET ASIDE. To the extent that the Company makes a
payment to the Agent or the Banks, or the Agent or the Banks exercise their
right of set-off, and such payment or the proceeds of such set-off or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Agent or such Bank in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any Insolvency
Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not
been made or such set-off had not occurred, and (b) each Bank severally
agrees to pay to the Agent upon demand its pro rata share of any amount so
recovered from or repaid by the Agent.

      11.07 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the
prior written consent of the Agent and each Bank.

      11.08 ASSIGNMENTS, PARTICIPATIONS, ETC. (a) With the written consent of
the Company (at all times other than during the existence of an Event of
Default) and the Agent and the Issuing Bank, which consents shall not be
unreasonably withheld or delayed, any Bank may, at any time, assign and
delegate to one or more Eligible Assignees (provided that no written consent
of the Company, the Agent or the Issuing Bank shall be required in connection
with any assignment and delegation by a Bank to an Eligible Assignee that is
a Bank or an Affiliate of a Bank) (each an "ASSIGNEE") all, or any ratable
part of all, of the Loans, the Commitments, the L/C Obligations and the other
rights and obligations of such Bank hereunder, in a minimum amount of
$5,000,000 and so long as, after giving effect thereto, the Bank's remaining
Commitment is either (i) equal to or greater than $5,000,000 or (ii) zero;
PROVIDED, HOWEVER, that the Company and the Agent may continue to deal solely
and directly with such Bank in connection with the interest so assigned to an
Assignee until (X) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Company and the Agent by such Bank and the
Assignee; (Y) such Bank and its Assignee shall have delivered to the Company
and the Agent an Assignment and Acceptance in the form of EXHIBIT F
("ASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject


                                     A-106

<PAGE>

to such assignment and (Z) the assignor Bank or Assignee has paid to the
Agent a processing fee in the amount of $3,000.

           (b) From and after the date that the Agent notifies the assignor
Bank that it has received (and provided its consent with respect to) an
executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, shall have the rights and
obligations of a Bank under the Loan Documents, and (ii) the assignor Bank
shall, to the extent that rights and obligations hereunder and under the
other Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
the Loan Documents.

           (c) Within five Business Days after its receipt of notice by the
Agent that it has received an executed Assignment and Acceptance and payment
of the processing fee, (and provided that it consents to such assignment in
accordance with Section 11.08(a)), the Company shall execute and deliver to
the Agent, new Notes evidencing such Assignee's assigned Loans and Commitment
and, if the assignor Bank has retained a portion of its Loans and its
Commitment, replacement Notes in the principal amount of the Loans retained
by the assignor Bank (such Notes to be in exchange for, but not in payment
of, the Notes held by such Bank). Immediately upon each Assignee's making its
processing fee payment under the Assignment and Acceptance, this Agreement
shall be deemed to be amended to the extent, but only to the extent,
necessary to reflect the addition of the Assignee and the resulting
adjustment of the Commitments arising therefrom. The Commitment allocated to
each Assignee shall reduce such Commitments of the assigning Bank PRO TANTO.

           (d) Any Bank may at any time sell to one or more commercial banks
or other Persons not Affiliates of the Company (a "PARTICIPANT")
participating interests in any Loans, the Commitment of that Bank and the
other interests of that Bank (the "originating Bank") hereunder and under the
other Loan Documents; PROVIDED, HOWEVER, that (i) the originating Bank's
obligations under this Agreement shall remain unchanged, (ii) the originating
Bank shall remain solely responsible for the performance of such obligations,
(iii) the Company, the Issuing Bank and the Agent shall continue to deal
solely and directly with the originating Bank in connection with the
originating Bank's rights and obligations under this Agreement and the other
Loan Documents, and (iv) no Bank shall transfer or grant any participating
interest under which the Participant has rights to approve any amendment to,
or any consent or waiver with respect to, this Agreement or any other Loan
Document, except to the extent such amendment, consent or waiver would
require unanimous consent of the Banks as described in the first proviso to
Section 11.01. In the case of any such participation, the Participant shall
be entitled to the benefit of Sections


                                     A-107

<PAGE>

4.01, 4.03 and 11.05 as though it also were a Bank hereunder, and if amounts
outstanding under this Agreement are due and unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event
of Default, each Participant shall be deemed to have the right of set-off in
respect of its participating interest in amounts owing under this Agreement
to the same extent as if the amount of its participating interest were owing
directly to it as a Bank under this Agreement.

           (e) Notwithstanding any other provision in this Agreement, any
Bank may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Note held
by it in favor of any Federal Reserve Bank in accordance with Regulation A of
the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal
Reserve Bank may enforce such pledge or security interest in any manner
permitted under applicable law.

      11.09 CONFIDENTIALITY. Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential"
or "secret" by the Company and provided to it by the Company or any
Subsidiary, or by the Agent on the Company's or such Subsidiary's behalf,
under this Agreement or any other Loan Document, and neither it nor any of
its Affiliates shall use any such information other than in connection with
or in enforcement of this Agreement and the other Loan Documents or in
connection with other business now or hereafter existing or contemplated with
the Company or any Subsidiary; except to the extent such information (i) was
or becomes generally available to the public other than as a result of
disclosure by the Bank, or (ii) was or becomes available on a
non-confidential basis from a source other than the Company, provided that
such source is not bound by a confidentiality agreement with the Company
known to the Bank; PROVIDED, HOWEVER, that any Bank may disclose such
information (A) at the request or pursuant to any requirement of any
Governmental Authority to which the Bank is subject or in connection with an
examination of such Bank by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding relating to this
Agreement and the transactions contemplated hereby to which the Agent, any
Bank or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder
or under any other Loan Document; (F) to such Bank's independent auditors and
other professional advisors; (G) to any Participant or Assignee, actual or
potential, with the prior consent of the Company, which consent shall not be
unreasonably withheld; PROVIDED, that such Person agrees in writing to keep
such information confidential to the same extent required of the Banks
hereunder; and (H) as to any Bank or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding confidentiality
to which the Company or any Subsidiary is party or is deemed party with such
Bank or such Affiliate.


                                     A-108

<PAGE>

      11.10 SET-OFF. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time,
without prior notice to the Company, any such notice being waived by the
Company to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at
any time held by, and other indebtedness at any time owing by, such Bank to
or for the credit or the account of the Company against any and all
Obligations owing to such Bank, now or hereafter existing, irrespective of
whether or not the Agent or such Bank shall have made demand under this
Agreement or any Loan Document and although such Obligations may be
contingent or unmatured. Each Bank agrees promptly to notify the Company and
the Agent after any such set-off and application made by such Bank; PROVIDED,
HOWEVER, that the failure to give such notice shall not affect the validity
of such set-off and application.

      11.11 NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC. Each Bank shall
notify the Agent in writing of any changes in the address to which notices to
the Bank should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of
such other administrative information as the Agent shall reasonably request.

      11.12 COUNTERPARTS. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

      11.13 SEVERABILITY. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not
in any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required
hereunder.

      11.14 NO THIRD PARTIES BENEFITTED. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Banks, the
Agent and the Agent- Related Persons, and their permitted successors and
assigns, and no other Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection
with, this Agreement or any of the other Loan Documents.
      11.15 GOVERNING LAW AND JURISDICTION. (a) THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF CALIFORNIA; PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.


                                     A-109

<PAGE>

           (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
CALIFORNIA OR OF THE UNITED STATES FOR THE CENTRAL DISTRICT OF CALIFORNIA,
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE
AGENT AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE
AGENT AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED
HERETO. THE COMPANY, THE AGENT AND THE BANKS EACH WAIVE PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY CALIFORNIA LAW.

      11.16 WAIVER OF JURY TRIAL. THE COMPANY, THE BANKS AND THE AGENT EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
THE COMPANY, THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE
OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A
TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

      11.17 ENTIRE AGREEMENT. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Banks and the Agent, and supersedes all prior or contemporaneous
agreements and


                                     A-110

<PAGE>

understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.

                [remainder of page intentionally left blank]


                                     A-111

<PAGE>

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

                            CB RICHARD ELLIS SERVICES, INC.


                            By:
                                -----------------------------
                                Name:  John Haeckel
                                Title:

                            BANK OF AMERICA, N.A.
                            as Agent


                            By:
                                -----------------------------
                                Name:
                                Title:

                            BANK OF AMERICA, N.A.,  as
                            Issuing Bank


                            By:
                                -----------------------------
                                Name:
                                Title:


                                     A-112

<PAGE>

                            BANK OF AMERICA, N.A., as a Bank


                            By:
                                -----------------------------
                                Name:
                                Title:



                            WELLS FARGO BANK, N.A.


                            By:
                                -----------------------------
                                Name:
                                Title:



                            THE BANK OF NOVA SCOTIA


                            By:
                                -----------------------------
                                Name:
                                Title:



                            CREDIT LYONNAIS LOS ANGELES BRANCH

                            By:
                                -----------------------------
                                 Name:
                                 Title:



                                     A-113

<PAGE>

                            DRESDNER BANK AG, NEW YORK
                            AND GRAND CAYMAN BRANCHES


                            By:
                                -----------------------------
                                Name:
                                Title:


                            By:
                                -----------------------------
                                Name:
                                Title:



                            KEYBANK NATIONAL ASSOCIATION

                            By:
                                -----------------------------
                                Name:
                                Title:



                            GENERAL ELECTRIC CAPITAL
                            CORPORATION

                            By:
                                -----------------------------
                                Name:
                                Title:






                                     A-114

<PAGE>

                            THE BANK OF NEW YORK


                            By:
                                -----------------------------
                                Name:
                                Title:



                            BHF (USA) CAPITAL CORPORATION

                            By:
                                -----------------------------
                                Name:
                                Title:


                            By:
                                -----------------------------
                                Name:
                                Title:



                            MORGAN GUARANTY TRUST COMPANY OF
                            NEW YORK

                            By:
                                -----------------------------
                                Name:
                                Title:






                                     A-115

<PAGE>

                            LASALLE BANK NATIONAL ASSOCIATION


                            By:
                                -----------------------------
                                Name:
                                Title:



                            MELLON BANK, N.A.


                            By:
                                -----------------------------
                                Name:
                                Title:



                            THE MITSUBISHI TRUST AND BANKING
                            CORPORATION, NEW YORK BRANCH


                            By:
                                -----------------------------
                                Name:
                                Title:



                            NATIONAL CITY BANK


                            By:
                                -----------------------------
                                Name:
                                Title:




                                     A-116

<PAGE>

                            THE SAKURA BANK, LIMITED


                            By:
                                -----------------------------
                                Name:
                                Title:



                            NATEXIS BANQUE-BFCE


                            By:
                                -----------------------------
                                Name:
                                Title:


                            By:
                                -----------------------------
                                Name:
                                Title:






                                     A-117

<PAGE>

                                                                         ANNEX A
                 PRICING GRID (in basis points)

                               FOR

                 CB RICHARD ELLIS SERVICES, INC.


<TABLE>
<CAPTION>
                          Applicable Margin for Base          Applicable Margin for Offshore
                                  Rate                                  Rate Loans
     Leverage Ratio              Loans                                ---------------
     --------------          -------------
<S>                              <C>                                      <C>
Less than 1.50:1.00                 0                                        100
Greater than or equal to            0                                        125
1.50:1.00 but less than
1.75:1.00

Greater than or equal to            0                                       137.5
1.75:1.00 but less than
2.25:1.00

Greater than or equal to          25.0                                      162.5
2.25:1.00 but less than
2.50:1.00

Greater than or equal to          37.50                                     175.0
2.50:1.00 but less than
2.75:1.00

Greater than or equal to           50                                       187.5
2.75:1.00 but less than
3.00:1.00

Greater than or equal to          62.50                                     200.00
3.00:1.00 but less than
3.50:1.00

Greater than or equal to           100                                       250
3.50:1.00
</TABLE>


<PAGE>

                                                                         ANNEX B
                 APPLICABLE COMMITMENT FEE GRID

                               FOR

                 CB RICHARD ELLIS SERVICES, INC.


<TABLE>
<CAPTION>
        Leverage Ratio                              Applicable Commitment Fee Rate
        --------------                                     (In Basis Points)
                                                           -----------------
<S>                                                            <C>
Less than 1.50:1.00                                               25

Greater than or equal to 1.50:1.00 but                            25
less than 1.75:1.00

Greater than or equal to 1.75:1.00 but                           37.5
less than 2.25:1.00

Greater than or equal to 2.25:1.00 but                           37.5
less than 2.50:1.00

Greater than or equal to 2.50:1.00 but                           37.5
less than 2.75:1.00

Greater than or equal to 2.75:1.00 but                           37.5
less than 3.00:1.00

Greater than or equal to 3.00:1.00 but                            50
less than 3.50:1.00

Greater than or equal to 3.50:1.00                                50
</TABLE>


<PAGE>

                                                                         ANNEX C
                      MATERIAL SUBSIDIARIES


        1.   CB Richard Ellis, Inc., a Delaware corporation

        2.   Westmark Real Estate Acquisition Partnership, L.P., a Delaware
             limited partnership

        3.   L.J. Melody & Company, a Texas corporation

        4.   CB Richard Ellis Corporate Facilities Management, Inc., a Delaware
             corporation

        5.   Koll Investment Management, Inc., a California corporation

        6.   Koll Partnership I, Inc., a Delaware corporation

        7.   Koll Partnerships II, Inc., a Delaware corporation

        8.   CB Hillier Parker Ltd., an English company

        9.   CB Commercial Ltd., an English company

        10.  CB Richard Ellis, S.A., a French company

        11.  CB Richard Ellis Pty Ltd., an Australian company

        12.  CB Richard Ellis Limited, a Canadian company

        13.  CB Richard Ellis (Pte) Limited, a Singapore company

        14.  CB Richard Ellis Limited, a Hong Kong company

        15.  CB Richard Ellis S.A., a Spanish company

<PAGE>

                                                                         ANNEX D
                    THE WHITTIER TRANSACTION

           Whittier Partners Group, L.P. consists of a holding partnership
and two operating partnerships--Whittier Partners and Farley Whittier
Partners. Whittier Partners is the largest commercial real estate brokerage
firm in New England and one of the largest property managers. Farley Whittier
operates mainly in Connecticut and is one of the leading firms in Hartford.
Whittier Partners Group had $19.8 million in revenues in 1996, EBITDA of
$2.265 million and net income of $2 million. Currently CB Richard Ellis
Services, Inc. has a limited commercial brokerage operation in Boston, and a
highly productive brokerage operation in Hartford and [Koll] has an extensive
property management and facilities management operation in New England.

           Whittier Partners Group has an agreed value of approximately $15.5
million. Whittier Partners Group is contributing all of its operations in New
England to a new partnership, CBC/Whittier Partners. At the same time CB
Richard Ellis Services, Inc. will contribute its and [Koll's] New England
assets (agreed value $6.25 million) plus cash of $4.5 million. CB Richard
Ellis Services, Inc. has loaned Whittier Partners Group approximately $3.1
million for which it has received a promissory note with an interest rate at
approximately LIBOR +2.50%. The structure of this transaction is designed to
provide tax advantages to the individual partners in Whittier Partners Group.

           As partners of Whittier Partners Group retire their interests will
either be sold to CB Richard Ellis Services, Inc. or to the next generation of
brokers.

<PAGE>

                          Schedule 2.01

                          COMMITMENTS
                      AND PRO RATA SHARES
<TABLE>
<CAPTION>
                                                                   Pro Rata
         Bank                               Commitment             Share
         ----                               ----------             -----
<S>                                        <C>                    <C>
Bank of America, N.A.
                                            $34,125,000            9.8%

Wells Fargo Bank, N.A.                      $30,625,000            8.8%

The Bank of Nova Scotia                     $30,625,000            8.8%

Credit Lyonnais Los Angeles Branch          $30,625,000            8.8%

Dresdner Bank AG, New York                  $23,625,000            6.8%
   and Grand Cayman Branches

KeyBank National Association                $23,625,000            6.8%

General Electric Capital Corporation        $23,625,000            6.8%

The Bank of New York                        $17,500,000            5.0%

BHF (USA) Capital Corporation               $17,500,000            5.0%

Morgan Guaranty Trust Company               $17,500,000            5.0%
 of New York

LaSalle Bank National Association           $17,500,000            5.0%

Mellon Bank, N.A.                           $17,500,000            5.0%

The Mitsubishi Trust and Banking            $17,500,000            5.0%
Corporation, New York Branch

National City Bank                          $17,500,000            5.0%

The Sakura Bank, Limited                    $17,500,000            5.0%

Natexis Banque-BFCE                         $13,125,000            3.8%

        TOTAL                               $350,000,000           100%
</TABLE>

<PAGE>

                         Schedule 11.02

                        LENDING OFFICES,
                     ADDRESSES FOR NOTICES


BANK OF AMERICA, N.A.,
  as Agent

Bank of America, N.A.
Agency Administrative Services - West
Mail Code: CA4-706-05-09
1850 Gateway Boulevard, 5th Floor
Concord, California 94520
Attentio Kathy Eddy, Assistant Vice President
             Telephone:  (925) 675-8458
             Facsimile:  (925) 969-2810

and to

Bank of America, N.A.
Agency Management Services - Los Angeles
Mail Code:  CA9-706-11-03
555 South Flower Street, 11th Floor
Los Angeles, California 90071
Attention:  Gina Meador, Vice President
             Telephone:  (213) 228-5245
             Facsimile:  (213) 228-2299

<PAGE>

AGENT'S PAYMENT OFFICE:

Bank of America, N.A.
Agency Administrative Services - West
1850 Gateway Boulevard, 5th floor
Concord, California 94520
ABA No. 111000012
Account No. 3750836479
Reference:  CB Richard Ellis
Attention:  Kathy Eddy

BANK OF AMERICA, N.A.,
  as a Bank

DOMESTIC AND OFFSHORE LENDING OFFICE:
Bank of America, N.A.
Agency Administrative Services - West
Mail Code:  CA4-706-05-09
1850 Gateway Boulevard, 5th Floor
Concord, CA 94520
Attention:  Kathy Eddy

             Telephone:  (925) 675-8458
             Facsimile:   (925) 969-2810

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):

Bank of America, N.A.
555 South Flower Street, 11th Floor
Los Angeles, California 90071
Attention: Therese Fontaine, Principal
             Telephone:  (213) 228-2053
             Facsimile:  (213) 623-1959


                                      2

<PAGE>

BANK OF AMERICA, N.A.,
  as Issuing Bank

Address for Notices:

Trade Operations #22621
333 S. Beaudry Ave., 19th Floor
Los Angeles, California 90017
Attention:  Sandra Leon, AVP
             Telephone: (213) 345-5231
             Facsimile: (213) 345-6694

WELLS FARGO BANK, N.A.

DOMESTIC AND OFFSHORE LENDING OFFICE:
333 S. Grand Avenue
3rd Floor
Los Angeles, California  90071
Attention:  Tim Egan
             Telephone:  (213) 253-6193
             Facsimile:  (213) 687-3501
Attention:  Kris Schuhr
             Telephone: (415) 477-5430
             Facsimile: (415) 979-0675

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
333 S. Grand Avenue
3rd Floor
Los Angeles, California  90071
Attention:  Time Egan


THE BANK OF NOVA SCOTIA

DOMESTIC AND OFFSHORE LENDING OFFICE:
600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia  30308
Facsimile: (404) 888-8998


                                      3

<PAGE>

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
Bank of Nova Scotia
San Francisco Agency
580 California Street
Suite 2100
San Francisco, CA  94104
Attention: Maarten Van Otterloo
             Facsimile: (415) 397-0791



CREDIT LYONNAIS LOS ANGELES BRANCH

DOMESTIC AND OFFSHORE LENDING OFFICE:
515 South Flower Street
22nd Floor
Los Angeles, California  90071
Attention:  D. Michael Jackson
             Telephone: (213) 362-5952
             Facsimile: (213) 623-3437
NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
Credit Lyonnais Los Angeles Branch
515 South Flower Street
22nd Floor
Los Angeles, California  90071


DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

DOMESTIC AND OFFSHORE LENDING OFFICE:
75 Wall Street
New York, New York  10005






                                      4


<PAGE>

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
Los Angeles Agency
333 S. Grand Avenue
Suite 1700
Los Angeles, California  90071
Attention:  Sidney Jordan


KEYBANK NATIONAL ASSOCIATION

DOMESTIC AND OFFSHORE LENDING OFFICE:
700 Fifth Avenue
46th Floor
Seattle, Washington  98104

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
700 Fifth Avenue
46th Floor
Seattle, Washington  98104
Attention:  Mary Young


GENERAL ELECTRIC CAPITAL CORPORATION

DOMESTIC AND OFFSHORE LENDING OFFICE:

General Electric Capital Corporation
60 Long Ridge Road
Stamford, CT 06927
Facsimile: (203) 316-7978




                                      5


<PAGE>

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):

General Electric Capital Corporation
60 Long Ridge Road
Stamford, CT 06927
Attention:  Linda Kwon, Account Manager
             Telephone: (203) 316-7843
             Facsimile: (203) 316-7978


THE BANK OF NEW YORK

DOMESTIC AND OFFSHORE LENDING OFFICE:
One Wall Street
22nd Floor
New York, New York  10286
Attention:  Sandra Morgan
             Telephone: (212) 635-6743
             Facsimile: (212) 635-6399
        or
         Dawn Hertling
             Telephone: (212) 635-6742
             Facsimile: (212) 635-6877

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
10990 Wilshire Boulevard
Suite 1125
Los Angeles, California 90024
Attention:  Jonathan Rollins
             Telephone: (310) 996-8658
             Facsimile: (310) 996-8667


BHF (USA) CAPITAL CORPORATION

DOMESTIC LENDING OFFICE:
BHF (USA) Capital Corporation
590 Madison Avenue
New York, New York  10022-2540






                               6

<PAGE>


OFFSHORE LENDING OFFICE:
BHF (USA) Capital Corporation
590 Madison Avenue
New York, New York  10022-2540

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
BHF (USA) Capital Corporation
590 Madison Avenue
New York, New York  10022-2540
Attention:  Patrick Marsh
             Telephone: (212) 756-5553
             Facsimile: (212) 756-5536


MORGAN GUARANTY TRUST COMPANY OF NEW YORK

DOMESTIC AND OFFSHORE LENDING OFFICE:
Morgan Guaranty Trust Company of New York
60 Wall Street, 22nd Floor
New York, New York 10260-0060

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
Morgan Guaranty Trust Company of New York
60 Wall Street, 22nd Floor
New York, New York 10260-0060
Attention:  Julie Prince
             Telephone: (212) 648-3021
             Facsimile: (212) 648-5229


LASALLE BANK NATIONAL ASSOCIATION

DOMESTIC AND OFFSHORE LENDING OFFICE:
135 LaSalle
Suite 1225
Chicago, Illinois  60603
Attention: Lisa J. Cunningham
             Telephone: (312) 904-8625
             Facsimile: (312) 904-6691






                                      7

<PAGE>

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
135 LaSalle
Suite 1225
Chicago, Illinois  60603
Attention: Karen B. Case
             Telephone: (312) 904-8007
             Facsimile: (312) 904-6691


MELLON BANK, N.A.

DOMESTIC AND OFFSHORE LENDING OFFICE:
Mellon Bank, N.A.
Loan Administration: 12th Floor
Three Mellon Bank Center
Pittsburgh, Pennsylvania  15259
Attention:  Dorrie Gardell
             Telephone:  (412) 234-7365
             Facsimile:  (412) 209-6122

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
Mellon Bank, N.A.
400 S. Hope Street
5th Floor
Los Angeles, California  90071-2806
Attention:  Lawrence C. Ivey


THE MITSUBISHI TRUST AND BANKING
CORPORATION

DOMESTIC AND OFFSHORE LENDING OFFICE:
The Mitsubishi Trust and Banking Corporation
520 Madison Avenue, 26th Floor
New York, New York 10022
Attention:  Mildred Chiu
             Telephone:  (212) 891-8256
             Facsimile:  (212) 755-2349 or 486-0970






                               8

<PAGE>

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
The Mitsubishi Trust Banking Corporation
Leveraged Finance Department
520 Madison Avenue, 26th Floor
New York, New York 10022
Attention:  Daniel Chang, Assistant Vice President
             Telephone:  (212) 891-8218
             Facsimile:  (212) 644-6825 or 593-4691


NATIONAL CITY BANK

DOMESTIC AND OFFSHORE LENDING OFFICE:
1900 East Ninth Street
Cleveland, Ohio 44114
Attention: Debbie McAuliff
             Telephone: (216) 488-1055
             Facsimile: (216) 488-1088


NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
1900 East Ninth Street
Cleveland, Ohio 44114
Attention:  Barry Robinson
             Telephone: (216) 575-9322
             Facsimile: (216) 222-0003


THE SAKURA BANK, LIMITED

DOMESTIC AND OFFSHORE LENDING OFFICE:
515 S. Figueroa Street
Suite 400
Los Angeles, California  90071
Attention: Fernando Buesa






                                      9

<PAGE>

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
101 Park Avenue, 15th Floor
New York, New York 10178
Attention:  Yasuhiro Terada
             Telephone:  (212) 909-4550
             Facsimile:  (212) 909-4599


NATEXIS BANQUE-BFCE

DOMESTIC AND OFFSHORE LENDING OFFICE:
NATEXIS Banque - BFCE
645 Fifth Avenue
New York, New York  10022

NOTICES (OTHER THAN BORROWING NOTICES AND NOTICES OF
CONVERSION/CONTINUATION):
Los Angeles Representative Office
660 S. Figueroa Street, Suite 1400
Los Angeles, California  90017
Attention:  Mr. Iain Whyte, Vice President


CB RICHARD ELLIS SERVICES, INC.

NOTICES
333 South Beaudry Avenue, 9th Floor
Los Angeles, California 90017
Attention:  Jane Adam






                                      10

<PAGE>

MATERIAL SUBSIDIARIES,
KOLL REAL ESTATE SERVICES,
HOLDPAR A, HOLDPAR B,
KOLL VON KARMAN, INC. and
KOLL MANAGEMENT SERVICES, INC.

NOTICES
c/o CB Richard Ellis Services, Inc.
333 South Beaudry Avenue, 9th Floor
Los Angeles, California 90017
Attention:  Jane Adam






                                      11

<PAGE>

                            EXHIBIT A

                       NOTICE OF BORROWING


                                         Date:________________, [199_]/[200_]


To: Bank of America, N.A. , as Agent for the Banks parties to the Amended and
    Restated Credit Agreement dated as of May 20, 1998 (as extended, renewed,
    amended or restated from time to time, the "CREDIT AGREEMENT") among CB
    Richard Ellis Services, Inc., certain Banks which are signatories thereto
    and Bank of America, N.A., as Agent and as Issuing Bank.

Ladies and Gentlemen:

    The undersigned, CB Richard Ellis Services, Inc., a Delaware corporation
(the "COMPANY"), refers to the Credit Agreement, the terms defined therein
being used herein as therein defined, and hereby gives you notice
irrevocably, pursuant to Section 2.03 of the Credit Agreement, of the
Borrowing specified below:

        1.  The Business Day of the proposed Borrowing is________________,
    [199_][2000].

        2.  The aggregate amount of the proposed Borrowing is $________________.

        3.  The Borrowing is to be comprised of $__________ of [Base Rate]
    [Offshore Rate] Loans.

        4.  The duration of the Interest Period for the [Offshore Rate Loans]
    included in the Borrowing shall be [_____ days] [_____ months].

    The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:

        (a) the representations and warranties of the Company contained in
    Article VI of the Credit Agreement are true and correct as though made on
    and as of such date (except to the extent such representations and
    warranties relate to an earlier date, in which case they are true and
    correct as of such date);






                                     A-A-1

<PAGE>

        (b) no Default or Event of Default has occurred and is continuing, or
   would result from such proposed Borrowing; and

        (c) The proposed Borrowing will not cause the aggregate principal amount
   of all outstanding Revolving Loans PLUS the aggregate amount available for
   drawing under all outstanding Letters of Credit PLUS the aggregate principal
   amount of all outstanding L/C Borrowings to exceed the Combined Commitments.

                                  CB RICHARD ELLIS SERVICES, INC.


                                  By:
                                     -----------------------------
                                     Name:
                                     Title:




                                     A-A-2

<PAGE>

                            EXHIBIT B

                NOTICE OF CONVERSION/CONTINUATION



                                  Date:_________________, [199_][200_]


To: Bank of America, N.A. , as Agent for the Banks parties to the Amended and
    Restated Credit Agreement dated as of May 20, 1998 (as extended, renewed,
    amended or restated from time to time, the "CREDIT AGREEMENT") among CB
    Richard Ellis Services, Inc., a Delaware corporation, certain Banks which
    are signatories thereto and Bank of America, N.A., as Agent and as
    Issuing Bank

Ladies and Gentlemen:

   The undersigned, CB Richard Ellis Services, Inc., a Delaware corporation
(the "COMPANY"), refers to the Credit Agreement, the terms defined therein
being used herein as therein defined, and hereby gives you notice
irrevocably, pursuant to Section 2.04 of the Credit Agreement, of the
[conversion] [continuation] of the Loans specified herein, that:

        1.  The Conversion/Continuation Date is _______________, [199_][200_].

        2.  The aggregate amount of the Loans to be [converted] [continued] is
$_________________

        3.  The Loans are to be [converted into] [continued as] [Offshore Rate]
[Base Rate] Loans.

        4.  [If applicable:]  The duration of the Interest Period for the Loans
included in the [conversion] [continuation] shall be [_____days] [______months].

   The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the proposed Conversion/Continuation
Date, before and after giving effect thereto and to the application of the
proceeds therefrom:

        (a) the representations and warranties of the Company contained in
   Article VI of the Credit Agreement are true and correct as though made on and
   as of such date (except to the extent such representations and warranties
   relate to an earlier date, in which case they are true and correct as of such
   date);

        (b)  no Default or Event of Default has occurred and is continuing, or
   would result from such proposed [conversion] [continuation][; and




                                     A-B-1

<PAGE>

        (c) the proposed [conversion][continuation] will not cause the aggregate
   principal amount of all outstanding Revolving Loans PLUS the aggregate amount
   available for drawing under all outstanding Letters of Credit PLUS the
   aggregate principal amount of all outstanding L/C Borrowings to exceed the
   Combined Commitments.

                                  CB RICHARD ELLIS
                                  SERVICES, INC.

                                    By:
                                       -----------------------------
                                       Name:
                                       Title:


                                     A-B-2

<PAGE>

                                   EXHIBIT C

                       CB RICHARD ELLIS SERVICES, INC.
                           COMPLIANCE CERTIFICATE



                                   Financial
                    Statement Date: ______, [1999][200_]


      Reference is made to that certain Amended and Restated Credit Agreement
dated as of May 20, 1998, 1999 (as extended, renewed, amended or restated
from time to time, the "CREDIT AGREEMENT") among CB Richard Ellis Services,
Inc., a Delaware corporation (the "COMPANY"), the several financial
institutions from time to time parties to this Credit Agreement (the "BANKS")
and Bank of America, N.A., as agent for the Banks (in such capacity, the
"AGENT") and as Issuing Bank. Unless otherwise defined herein, capitalized
terms used herein have the respective meanings assigned to them in the Credit
Agreement.

      The undersigned, a Responsible Officer of the Company, hereby certifies
as of the date hereof that he/she is the ____________ of the Company, and
that, as such, he/she is authorized to execute and deliver this Certificate
to the Banks and the Agent on the behalf of the Company and its consolidated
Subsidiaries, and that:

[USE THE FOLLOWING PARAGRAPH IF THIS CERTIFICATE IS DELIVERED IN CONNECTION WITH
THE FINANCIAL STATEMENTS REQUIRED BY Section [7.01(a)] OF THE CREDIT AGREEMENT.]

      1. Attached as SCHEDULE 1 hereto are (a) a true and correct copy of the
audited consolidated balance sheet of the Company and its consolidated
Subsidiaries as at the end of the fiscal year ended _______________,
[199_][200_] and (b) the related consolidated statements of income or
operations, [retained earnings,] shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, [reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit] and accompanied by the opinion of _________________ or another
nationally-recognized certified independent public accounting firm (the
"INDEPENDENT AUDITOR") which report shall state that such consolidated financial
statements are complete and correct and have been prepared in accordance with
GAAP, and fairly present, in all material respects, the financial position of
the Company and its consolidated Subsidiaries for the periods indicated and on a
basis consistent with prior periods.




                                      or


                                     A-C-1

<PAGE>

[USE THE FOLLOWING PARAGRAPH IF THIS CERTIFICATE IS DELIVERED IN CONNECTION WITH
THE FINANCIAL STATEMENTS REQUIRED BY SECTION [7.01(b)] OF THE CREDIT AGREEMENT.]

      1. Attached as SCHEDULE 1 hereto are (a) a true and correct copy of the
unaudited consolidated balance sheet of the Company and its consolidated
Subsidiaries as of the end of the fiscal quarter ended __________, [1999][200_],
and (b) the related unaudited consolidated statements of income, shareholders'
equity, [retained earnings,] and cash flows for the period commencing on the
first day and ending on the last day of such quarter, [setting forth in each
case in comparative form the figures for the previous year,] and certified by a
Responsible Officer that such financial statements were prepared in accordance
with GAAP (subject only to ordinary, good faith year-end audit adjustments and
the absence of footnotes) and fairly present, in all material respects, the
financial position and the results of operations of the Company and its
consolidated Subsidiaries.

                               or

[USE THE FOLLOWING PARAGRAPH IF THIS CERTIFICATE IS DELIVERED IN CONNECTION WITH
THE FINANCIAL STATEMENTS REQUIRED BY SUBSECTION [7.01(c)] OF THE CREDIT
AGREEMENT.]

      1. Attached as SCHEDULE 1 hereto are (a) a true and correct copy of the
unaudited consolidating balance sheet of the Company and its consolidated
Material Subsidiaries as of the end of the fiscal year ended ______________,
[199_][200_] and (b) a copy of the unaudited consolidating statement of income
of the Company and its Material Subsidiaries for such year, all certified by a
Responsible Officer that such financial statements [were prepared in accordance
with GAAP (subject only to ordinary, good faith year-end audit adjustments and
the absence of footnotes) and] fairly present, in all material respects, the
financial position and results of operations of the Company and its consolidated
Subsidiaries and that such financial statements were developed and used in
connection with the preparation of the financial statements referred to in
subsection [7.01(a)].

                                      or

[USE THE FOLLOWING PARAGRAPH IF THIS CERTIFICATE IS DELIVERED IN CONNECTION WITH
THE FINANCIAL STATEMENTS REQUIRED BY SUBSECTION [7.01(d)] OF THE CREDIT
AGREEMENT.]

      1. Attached as SCHEDULE 1 hereto are (a) a true and correct copy of the
unaudited consolidating balance sheets of the Company and its consolidated
Material Subsidiaries as of the end of the fiscal quarter ended ______________,
[199_][200_] and (b) a copy of the unaudited consolidating statement of income
of the Company and its Material Subsidiaries for the year to date, all certified
by a Responsible Officer that such financial statements [were prepared in
accordance with GAAP (subject only to ordinary, good-faith year-end audit
adjustments and the absence of footnotes) and] fairly present, in all material
respects, the financial position and results of operations of the Company and
its consolidated Subsidiaries and that such financial statements were developed
and used in connection with the preparation of the financial statements referred
to in subsection [7.01(b)].




                                     A-C-2

<PAGE>

      2. The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and conditions (financial
or otherwise) of the Company during the accounting period covered by the
attached financial statements.

      3. To the best of the undersigned's knowledge, the Company, during such
period, has observed, performed or satisfied all of its covenants and other
agreements, and satisfied every condition in the Credit Agreement to be
observed, performed or satisfied by the Company, and the undersigned has no
knowledge of any Default or Event of Default.

      4. The following financial covenant analyses and information set forth
on SCHEDULE 2 attached hereto are true and accurate on and as of the date of
this Certificate.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_________, [1999][200_].

                          CB RICHARD ELLIS SERVICES, INC.

                          By:________________________________________
                              Name:
                              Title:




                                     A-C-3

<PAGE>

              SCHEDULE 1 TO COMPLIANCE CERTIFICATE

                     [FINANCIAL STATEMENTS]





<PAGE>


               SCHEDULE 2 TO COMPLIANCE CERTIFICATE

                             [Date]


           In determining compliance with the provisions identified in paragraph
      (4) above, the following calculations have been made:

A.    LIENS (Section 8.01)

    1.  Liens consisting of judgment or judicial attachment liens, provided that
        the enforcement of such Liens is effectively stayed and all such liens
        in the aggregate at any time outstanding for the Company and its
        Subsidiaries do not exceed $8,500,000:

                                                          $________

    2.  Liens on assets of corporations which become Subsidiaries after the date
        of this Agreement; PROVIDED HOWEVER, that such Liens existed at the time
        the respective corporations became Subsidiaries and were not created in
        anticipation thereof; PROVIDED, that all such Liens in the aggregate at
        any time outstanding for such Subsidiaries do not exceed $15,000,000:

                                                          $________

    3.  Purchase money security interests on any property acquired or held by
        the Company or its Subsidiaries in the ordinary course of business,
        securing Indebtedness incurred or assumed for the purpose of financing
        all or any part of the cost of acquiring such property; PROVIDED, THAT
        (i) any such Lien attaches to such property concurrently with or within
        20 days after the acquisition thereof, (ii) such Lien attaches solely to
        the property so acquired in such transaction, (iii) the principal amount
        of the debt secured thereby does not exceed 100% of the cost of such
        property, and (iv) the principal amount of the Indebtedness secured by
        any and all such purchase money security interests shall not at any time
        exceed $5,000,000:

                                                          $________

<PAGE>

    4.  Liens on the assets of any direct or indirect Subsidiary of the Company
        created or acquired in connection with a Permitted Acquisition and Liens
        on assets acquired by such Subsidiary in a Permitted Acquisition, which
        Liens secure Indebtedness permitted by Section 8.05(c) in connection
        with such Permitted Acquisition (but not including any refinancing
        thereof), in an amount not to exceed $10,000,000 in the aggregate:

                                                          $________


    5.  Liens on the assets of any Foreign Subsidiary, which Liens secure
        Indebtedness permitted by Section 8.05(e) in an amount not to exceed
        $75,000,000 in the aggregate:

                                                          $________



B.  SALES OF ASSETS (Section 8.03)

    1.  Sales, transfers, conveyances, leases or other dispositions of assets,
        or contributions of assets pursuant to Section 8.03(a)(v):
                                                          $________

    Line B1 may not exceed $20,000,000 during any one fiscal year.

C.  MERGERS, CONSOLIDATIONS AND ACQUISITIONS (Section 8.04(d))

    1.  Total Consideration for all Acquisitions made during the consecutive
        twelve (12) month period up to and including the last day of the
        computation period.

        Line C1 may not exceed $115,000,000 during any consecutive twelve (12)
        month period; provided that it may not exceed $400,000,000 if such
        additional Total Consideration in excess of $115,000,000 is financed by
        the issuance of new equity securities of the Company or its Subsidiaries
        as indicated herein.

                                                          $________
                                                          [Note: Itemize
                                                          debt and
                                                          equity in
                                                          connection
                                                          with each
                                                          Acquisition.]

    2.  Minimum Liquidity of at least $25,000,000 after giving effect to each
        such Acquisition.
                                                          $________

<PAGE>

    3.  EBITDA of each acquired Person for the preceding twelve (12) month
        period from the date of each Acquisition.

                                                          $________(1/)

D.  INDEBTEDNESS (Section 8.05)

    1.  Subordinated Debt pursuant to Section 8.05 not to exceed $300,000,000
        at any time.
                                                          $________

    2.  Additional Indebtedness of the Company and its Subsidiaries in an
        aggregate amount not to exceed $50,000,000 at any time.
                                                          $________

    3.  Indebtedness comprised of Offshore Currency Loans in an aggregate
        principal amount not to exceed $75,000,000 at any time or Indebtedness
        of the Company incurred pursuant to any guaranty (without duplication)
        in support of such Offshore Currency Loans.

                                                          $________

    4.  Indebtedness under the Company's deferred compensation plan for periods
        prior to May 1, 1999 in an amount not to exceed $27,500,000 in the
        aggregate plus all Indebtedness under such plan after April 30, 1999
        which is either payable in Company stock or funded through the purchase
        of insurance contracts;

                                                          $________


E.  CONSOLIDATED LEVERAGE RATIO (Section 8.08)

    1.  Indebtedness on the last day of the computation period:
        (excluding up to $50,000,000 of Permitted Melody Indebtedness)
                                                          $________

    2.  Consolidated EBITDA:

        a.  Consolidated Net Income for the computation period:
                                                          $________

        b.  Interest Expense for the computation period (including deferred
            financing costs not paid in cash):
                                                          $________

----------------------------------
1/    Must be a positive number for each such Acquisition.


                                      3

<PAGE>

        c.  Taxes on Consolidated Net Income or profits for the
            computation period:
                                                          $________

        d.  Depreciation and amortization for the computation period:
                                                          $________


        e.  Non-cash losses on sale or other disposition of investments or fixed
            or capital assets or non-cash write down of investments or fixed or
            capital assets:

                                                          $________

        f.  Gains on sale or other disposition of investments or fixed or
            capital assets and non-cash extraordinary income:
                                                          $________

        g.  Consolidated EBITDA (Lines E2a + E2b + E2c + E2d  +
            E2e LESS Line E2f)(2/):
                                                          $
                                                           =======

    3.  Leverage Ratio (Line E1 divided by Line E2g):
                                                          =======
                                                          to 1:00

    4.  Maximum Permitted Leverage Ratio: 4.25 to 1.00 for fiscal period
        ending September 30, 1999 and 4.00 to 1.00 for fiscal periods ending
        December 31, 1999 and thereafter

F.  INTEREST COVERAGE RATIO (Section 8.09)

    1.  Consolidated EBITDA:

        a.  Consolidated Net Income for the computation period:
                                                          $________

        b.  Interest Expense for the computation period (including
            deferred financing costs not paid in cash):
                                                          $________

----------------------------
2/ For the purposes of calculating Consolidated EBITDA, items E2b through E2f
   shall be added back or subtracted, as the case may be, only to the extent
   utilized in arriving at Consolidated Net Income as set forth in E2a.


                                4

<PAGE>

        c.  Taxes on Consolidated Net Income or profits for the
            computation period:
                                                          $________

        d.  Depreciation Expense and Amortization Expense for the
            computation period:
                                                          $________


        e.  Non-cash losses on sale or other disposition of investments or fixed
            or capital assets or non-cash write down of investments or fixed or
            capital assets:

                                                          $________


        f.  Gains on sale or other disposition of investments or fixed or
            capital assets and non-cash extraordinary income:
                                                          $________

        g.  Consolidated EBITDA (Lines F1a + F1b + F1c +F1d + F1e
            LESS Line F1f)(3/):
                                                          $
                                                           ========

    2.  Interest Expense for such computation period:
                                                          $________

    3.  Interest Coverage Ratio (Line E1 divided by Line E2):
                                                          =======
                                                          to 1:00

    4.  Minimum Required Interest Coverage Ratio:

---------------------
3/ For the purposes of calculating Consolidated EBITDA, items F1b through F1f
   shall be added back or subtracted, as the case may be, only to the extent
   utilized in arriving at Consolidated Net Income as set forth in F1a.


                                      5

<PAGE>

<TABLE>
<CAPTION>
  Fiscal Quarters Ending                         Minimum Ratio
  ----------------------                         -------------
<S>                                            <C>
September 30, 1999                                2.75:1.00

December 31, 1999 through September 30, 2000      3.00:1.00

December 31, 2000 through September 30, 2000      3.50:1.00

December 31, 2001 and thereafter                  4.00:1.00
</TABLE>


G.  MINIMUM EBITDA  (Section 8.10)

    1.  Consolidated EBITDA:

        a.  Consolidated Net Income for the computation period
            (including deferred financing costs not paid in cash):
                                                          $______

        b.  Interest Expense for the computation period:
                                                          $______

        c.  Taxes on Consolidated Net Income or profits for the
            computation period:
                                                          $______

        d.  Depreciation and amortization for the computation period:
                                                          $______

        e.  Non-cash losses on sale or other disposition of investments or fixed
            or capital assets or non-cash write down of investments or fixed or
            capital assets:

                                                          $______

        f.  Gains on sale or other disposition of investments or fixed or
            capital assets and non-cash extraordinary income:
                                                          $______

        g.  Consolidated EBITDA (Lines G1a + G1b + G1c + G1d +
            G1e LESS Line G1f)(4/): [Minimum:  $100,000,000].
                                                          $______

-------------------------
4/ For the purposes of calculating Consolidated EBITDA, items G1b through G1f
   shall be added back or subtracted, as the case may be, only to the extent
   utilized in arriving at Consolidated Net Income as set forth in G1a.


                                      6

<PAGE>

                                                          $
                                                           ======
H.  CONSOLIDATED NET WORTH (Section 8.11)

    1.  Consolidated Net Income for each Fiscal Quarter (beginning with the
        Fiscal Quarter ended June 30, 1998) in which Consolidated Net Income is
        greater than zero (Line Bla):

                                                          $______

    2.  70% of Line 1:
                                                          $______

    3.  Net proceeds of any equity securities issued by the Company or any of
        its Subsidiaries for each Fiscal Quarter (beginning with the Fiscal
        Quarter ended June 30, 1998):

                                                          $______

    4.  70% of Line 3:
                                                          $______

    5.  Add $82,000,000
                                                          $______

    6.  Consolidated Net Worth for each Fiscal Quarter (beginning with the
        Fiscal Quarter ended June 30, 1998):

                                                          $______

    7.  Required Minimum Consolidated Tangible Net Worth:

        a.  Lines H2+ H4 + H5:                            $______

        b.  Line H7a LESS Line H6:                        $______

        Line H6b must not be less than zero.]

I.  RESTRICTED PAYMENTS (Section 8.13)

    1.  Consolidated Net Income for each Fiscal Quarter:

<TABLE>
<CAPTION>
          First      Second             Third          Fourth
         Quarter     Quarter           Quarter         Quarter
         -------     -------           -------         -------
<S>    <C>        <C>                 <C>            <C>
1999   __________+_____________    +  ____________+____________
2000   __________+_____________    +  ____________+____________
2001   __________+_____________    +  ____________+____________
</TABLE>


                                7

<PAGE>

        a.  Sum of above Consolidated Net Income in quarters where
            GREATER than zero at the date the payment was made:
                                                          $_______

        b.  Sum of above Consolidated Net Income in quarters where
            LESS than zero at the date the payment was made:
                                                          $_______
    2.  25% of Line B1a:
                                                          $_______

    3.  Aggregate amount paid by Company for the purchase or redemption of its
        capital stock after _____ [last day of fifth quarter preceding the
        payment] prior to the first day of the fiscal quarter ended:

                                                          $_______

    4.  Aggregate amount of dividends paid by the Company on its common stock
        after ___________ [last day of fifth quarter preceding the payment]:

                                                          $_______
    5.  Line I2 minus Lines I3 and also LESS Line B4:
                                                          $_______

        Line 5 must be greater than zero unless
        Line 3 and Line 4 both equal zero.

        Maximum additional amount available for stock purchases and redemptions
        and dividends is set forth in Line 5.

J.  CAPITAL EXPENDITURES (Section 8.14)

    1.  Depreciation Expense for immediately preceding consecutive twelve
        (12) month period:
                                                          $_______

    2.  200% of Line 1:
                                                          $_______

    3.  Capital Expenditures in the consecutive twelve (12) month period
        including the last day of the computation period:
                                                          $_______

        Line E3 may not exceed Line E2.


                                      8

<PAGE>

                            EXHIBIT D

       FORM OF LEGAL OPINION OF COMPANY'S GENERAL COUNSEL

<PAGE>

                            EXHIBIT F

           FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


        This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "ASSIGNMENT AND
ACCEPTANCE") dated as of ____________, [199_][2000_] is made between
______________________________ (the "ASSIGNOR") and __________________________
(the "ASSIGNEE").

                            RECITALS

        WHEREAS, the Assignor is party to that certain Amended and Restated
Credit Agreement dated as of May 20, 1998 (as amended, amended and restated,
modified, supplemented or renewed, the "CREDIT AGREEMENT") among CB Richard
Ellis Services, Inc., a Delaware corporation (the "COMPANY"), the several
financial institutions from time to time party thereto (including the
Assignor, the "BANKS"), and Bank of America, N.A., as letter of credit
issuing bank ("ISSUING BANK") and as agent for the Banks (the "AGENT"). Any
terms defined in the Credit Agreement and not defined in this Assignment and
Acceptance are used herein as defined in the Credit Agreement;

        WHEREAS, as provided under the Credit Agreement, the Assignor has
committed to making Loans (the "COMMITTED LOANS") to the Company in an
aggregate amount not to exceed $__________ (the "COMMITMENT");

        WHEREAS, [the Assignor has made Committed Loans in the aggregate
principal amount of $__________ to the Company] [no Committed Loans are
outstanding under the Credit Agreement];

        WHEREAS, [the Assignor has acquired a participation in the Issuing
Bank's liability under Letters of Credit in an aggregate principal amount of
$____________ (the "L/C OBLIGATIONS")] [no Letters of Credit are outstanding
under the Credit Agreement]; and

        WHEREAS, the Assignor wishes to assign to the Assignee [part of the]
[all] rights and obligations of the Assignor under the Credit Agreement in
respect of its Commitment, [together with a corresponding portion of each of its
outstanding Committed Loans and L/C Obligations,] in an amount equal to
$__________ (the "ASSIGNED AMOUNT") on the terms and subject to the conditions
set forth herein and the Assignee wishes to accept assignment of such rights and
to assume such obligations from the Assignor on such terms and subject to such
conditions;

        NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:


                                     A-F-1

<PAGE>

    1.  ASSIGNMENT AND ACCEPTANCE.

        (a) Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
the Assignor, without recourse and without representation or warranty (except as
provided in this Assignment and Acceptance) __% (the "ASSIGNEE'S PERCENTAGE
SHARE") of (A) the Commitment [and the Committed Loans and the L/C Obligations]
of the Assignor and (B) all related rights, benefits, obligations, liabilities
and indemnities of the Assignor under and in connection with the Credit
Agreement and the Loan Documents.

        [IF APPROPRIATE, ADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY
ASSIGNEE OF OUTSTANDING PRINCIPAL OF, ACCRUED INTEREST ON, AND FEES WITH RESPECT
TO, COMMITTED LOANS AND L/C OBLIGATIONS ASSIGNED.]

        (b) With effect on and after the Effective Date (as defined in Section 5
hereof), the Assignee shall be a party to the Credit Agreement and succeed to
all of the rights and be obligated to perform all of the obligations of a Bank
under the Credit Agreement, including the requirements concerning
confidentiality and the payment of indemnification, with a Commitment in an
amount equal to the Assigned Amount. The Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Bank. It is the intent
of the parties hereto that the Commitment of the Assignor shall, as of the
Effective Date, be reduced by an amount equal to the Assigned Amount and the
Assignor shall relinquish its rights and be released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the
Assignee; PROVIDED, HOWEVER, the Assignor shall not relinquish its rights under
Sections 4.01, 4.03 and 11.05 of the Credit Agreement to the extent such rights
relate to the time prior to the Effective Date.

        (c) After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignee's Commitment will be $__________.

        (d) After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignor's Commitment will be $__________.

    2.  PAYMENTS.

        (a) As consideration for the sale, assignment and transfer contemplated
in Section 1 hereof, the Assignee shall pay to the Assignor on the Effective
Date in immediately available funds an amount equal to $__________, representing
the Assignee's Pro Rata Share of the principal amount of all Committed Loans.

        (b) The [Assignor] [Assignee] further agrees to pay to the Agent a
processing fee in the amount specified in Section 11.08(a) of the Credit
Agreement.

    3.  REALLOCATION OF PAYMENTS.


                                     A-F-2

<PAGE>


    Any interest, fees and other payments accrued to the Effective Date with
respect to the Commitment[,] [and] Committed Loans [and L/C Obligations] shall
be for the account of the Assignor. Any interest, fees and other payments
accrued on and after the Effective Date with respect to the Assigned Amount
shall be for the account of the Assignee. Each of the Assignor and the Assignee
agrees that it will hold in trust for the other party any interest, fees and
other amounts which it may receive to which the other party is entitled pursuant
to the preceding sentence and pay to the other party any such amounts which it
may receive promptly upon receipt.

    4.  INDEPENDENT CREDIT DECISION.

    The Assignee (a) acknowledges that it has received a copy of the Credit
Agreement and the Annexes, Schedules and Exhibits thereto, together with copies
of the most recent financial statements referred to in Section 7.01 of the
Credit Agreement, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter into
this Assignment and Acceptance; and (b) agrees that it will, independently and
without reliance upon the Assignor, the Agent or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit and legal decisions in taking or not taking
action under the Credit Agreement.

    5.  EFFECTIVE DATE; NOTICES.

        (a) As between the Assignor and the Assignee, the effective date for
this Assignment and Acceptance shall be __________, [199__/][200__](the
"EFFECTIVE DATE"); provided that the following conditions precedent have been
satisfied on or before the Effective Date:

                (i)  this Assignment and Acceptance shall be executed and
delivered by the Assignor and the Assignee;

               (ii) the consent of the Company, the Issuing Bank and the Agent
required for an effective assignment of the Assigned Amount by the Assignor to
the Assignee under Section 11.08 of the Credit Agreement shall have been duly
obtained and shall be in full force and effect as of the Effective Date;

              (iii)  the Assignee shall pay to the Assignor all amounts due to
the Assignor under this Assignment and Acceptance;

               (iv)  the Assignee shall have complied with Section 11.08 of the
Credit Agreement (if applicable);

                (v) the processing fee referred to in Section 2(b) hereof and in
Section 11.08 of the Credit Agreement shall have been paid to the Agent; and
               (vi) the Assignor shall have assigned and the Assignee shall have
assumed a percentage equal to the Assignee's Percentage Share of the rights and
obligations of the Assignor under the Credit Agreement (if such agreement
exists).


                                     A-F-3

<PAGE>

           (b) Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Company, the Issuing Bank and the
Agent for acknowledgment by the Agent, a Notice of Assignment substantially in
the form attached hereto as Schedule 1.

      6.   AGENT.

           (a) The Assignee hereby appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Agent by the Banks pursuant to the terms of
the Credit Agreement.

           [(b) The Assignee shall assume no duties or obligations held by the
Assignor in its capacity as Agent under the Credit Agreement.] [INCLUDE ONLY IF
ASSIGNOR IS AGENT]

      7.   WITHHOLDING TAX.

      The Assignee (a) represents and warrants to the Bank, the Agent and the
Company that under applicable law and treaties no tax will be required to be
withheld by the Bank with respect to any payments to be made to the Assignee
hereunder, (b) agrees to furnish (if it is organized under the laws of any
jurisdiction other than the United States or any State thereof) to the Agent and
the Company prior to the time that the Agent or Company is required to make any
payment of principal, interest or fees hereunder, duplicate executed originals
of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 (wherein the Assignee claims entitlement to the benefits of a
tax treaty that provides for a complete exemption from U.S. federal income
withholding tax on all payments hereunder) and agrees to provide new Forms 4224
or 1001 upon the expiration of any previously delivered form or comparable
statements in accordance with applicable U.S. law and regulations and amendments
thereto, duly executed and completed by the Assignee, and (c) agrees to comply
with all applicable U.S. laws and regulations with regard to such withholding
tax exemption.

      8.   REPRESENTATIONS AND WARRANTIES.


                                     A-F-4

<PAGE>

           (a) The Assignor represents and warrants that (i) it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any Lien or other adverse claim; (ii) it
is duly organized and existing and it has the full power and authority to
take, and has taken, all action necessary to execute and deliver this
Assignment and Acceptance and any other documents required or permitted to be
executed or delivered by it in connection with this Assignment and Acceptance
and to fulfill its obligations hereunder; (iii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any
already given or obtained) for its due execution, delivery and performance of
this Assignment and Acceptance, and apart from any agreements or undertakings
or filings required by the Credit Agreement, no further action by, or notice
to, or filing with, any Person is required of it for such execution, delivery
or performance; and (iv) this Assignment and Acceptance has been duly
executed and delivered by it and constitutes the legal, valid and binding
obligation of the Assignor, enforceable against the Assignor in accordance
with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to
or affecting creditors' rights and to general equitable principles.

           (b) The Assignor makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement or any other instrument or document furnished
pursuant thereto. The Assignor makes no representation or warranty in
connection with, and assumes no responsibility with respect to, the solvency,
financial condition or statements of the Company, or the performance or
observance by the Company, of any of its respective obligations under the
Credit Agreement or any other instrument or document furnished in connection
therewith.

           (c) The Assignee represents and warrants that (i) it is duly
organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill its obligations hereunder; (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any
already given or obtained) for its due execution, delivery and performance of
this Assignment and Acceptance; and apart from any agreements or undertakings
or filings required by the Credit Agreement, no further action by, or notice
to, or filing with, any Person is required of it for such execution, delivery
or performance; (iii) this Assignment and Acceptance has been duly executed
and delivered by it and constitutes the legal, valid and binding obligation
of the Assignee, enforceable against the Assignee in accordance with the
terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to
or affecting creditors' rights and to general equitable principles; and (iv)
it is an Eligible Assignee.

      9.   FURTHER ASSURANCES.

      The Assignor and the Assignee each hereby agree to execute and deliver
such other instruments, and take such other action, as either party may
reasonably request in connection


                                     A-F-5

<PAGE>

with the transactions contemplated by this Assignment and Acceptance,
including the delivery of any notices or other documents or instruments to
the Company or the Agent, which may be required in connection with the
assignment and assumption contemplated hereby.

      10.  MISCELLANEOUS.

           (a) Any amendment or waiver of any provision of this Assignment
and Acceptance shall be in writing and signed by the parties hereto. No
failure or delay by either party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without
prejudice to any rights with respect to any other or further breach thereof.

           (b)  All payments made hereunder shall be made without any set-off
or counterclaim.

           (c) The Assignor and the Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution
and performance of this Assignment and Acceptance.

           (d) This Assignment and Acceptance may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed
to constitute one and the same instrument.

           (e)  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA. The Assignor
and the Assignee each irrevocably submits to the non-exclusive jurisdiction
of any State or Federal court sitting in California over any suit, action or
proceeding arising out of or relating to this Assignment and Acceptance and
irrevocably agrees that all claims in respect of such action or proceeding
may be heard and determined in such California State or Federal court. Each
party to this Assignment and Acceptance hereby irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient forum
to the maintenance of such action or proceeding.

           (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY
RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
OR STATEMENTS (WHETHER ORAL OR WRITTEN).

           [OTHER PROVISIONS TO BE ADDED AS MAY BE NEGOTIATED BETWEEN THE
ASSIGNOR AND THE ASSIGNEE, PROVIDED THAT SUCH PROVISIONS ARE NOT INCONSISTENT
WITH THE CREDIT AGREEMENT.]


                                     A-F-6

<PAGE>

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written.

                               [ASSIGNOR]


                          By:
                              ----------------------------------
                              Name:
                              Title:

                          Address:



                          By:
                              ----------------------------------
                              Name:
                              Title:

                          Address:



                               [ASSIGNEE]


                          By:
                              ----------------------------------
                              Name:
                              Title:

                          Address:



                          By:
                              ----------------------------------
                              Name:
                              Title:

                          Address:




                                     A-F-7

<PAGE>

                           Schedule 1

               NOTICE OF ASSIGNMENT AND ACCEPTANCE


                                    _______________, [199_][200_]

Bank of America, N.A., as Agent
1455 Market Street, 12th Floor
San Francisco, CA  94103
Attn:  Agency Management Services #5596

[Bank of America, N.A., as Issuing Bank
International Trade
Banking Division #5655
333 S. Beaudry Ave., 19th Floor
Los Angeles, CA  90017]

CB Richard Ellis Services, Inc.
533 South Fremont Avenue
Los Angeles, California  90071]

Ladies and Gentlemen:

      We refer to the Amended and Restated Credit Agreement dated as of May 20,
1998 (as amended, amended and restated, modified, supplemented or renewed from
time to time the "CREDIT AGREEMENT") among CB Richard Ellis Services, Inc., a
Delaware corporation (the "COMPANY"), the Banks referred to therein and Bank of
America, N.A., as letter of credit issuing bank ("ISSUING BANK") and as agent
for the Banks (the "AGENT"). Terms defined in the Credit Agreement are used
herein as therein defined.

      1. We hereby give you notice of, and request your consent to, the
assignment by __________________ (the "ASSIGNOR") to _______________ (the
"ASSIGNEE") of _____% of the right, title and interest of the Assignor in and to
the Credit Agreement (including, without limitation, the right, title and
interest of the Assignor in and to the Commitments of the Assignor[,] [and] all
outstanding Loans made by the Assignor [and the Assignor's participation in the
Letters of Credit]) pursuant to the Assignment and Acceptance Agreement attached
hereto (the "ASSIGNMENT AND ACCEPTANCE"). Before giving effect to such
assignment the Assignor's Commitment is $ ___________[,] [and] the aggregate
amount of its outstanding Loans is $_____________[, and its participation in L/C
Obligations is $_____________].

      2.   The Assignee agrees that, upon receiving the consent of the Agent,
[the Issuing Bank] and, if applicable, CB Richard Ellis Services, Inc. to such
assignment, the Assignee will be bound by the terms of the Credit Agreement as
fully and to the same extent as if the Assignee were the Bank originally holding
such interest in the Credit Agreement.

<PAGE>

      3.   The following administrative details apply to the Assignee:

           (A)  Notice Address:

                Assignee name:_______________________________
                Address:_____________________________________
                              ___
                              ___
                Attention:___________________________________
                Telephone:   (___)_________
                Telecopier:  (___)_________
                Telex (Answerback):__________________

           (B)  Payment Instructions:

                Account No.:__________________________________
                     At:______________________________________
                        ______________________________________

                Reference:____________________________________
                Attention:____________________________________

      4. You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and Assignee contained in the Assignment and
Acceptance.

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice
of Assignment and Acceptance to be executed by their respective duly authorized
officials, officers or agents as of the date first above mentioned.

                               Very truly yours,

                               [NAME OF ASSIGNOR]


                          By:
                               Name:
                               Title:


                                2

<PAGE>

                               [NAME OF ASSIGNEE]


                          By:_________________________________
                               Name:
                               Title:


                          By:_________________________________
                               Name:
                               Title:



ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:


CB RICHARD ELLIS SERVICES, INC.


By:____________________________
      Name:
      Title:


BANK OF AMERICA, N.A., as Agent


By:____________________________
      Name:
      Title:


[BANK OF AMERICA, N.A., as Issuing Bank


By:____________________________
      Name:
      Title:]


                                      3

<PAGE>

                             EXHIBIT G

                      FORM OF PROMISSORY NOTE



$__________________                   __________________________, [199__][200_]




           FOR VALUE RECEIVED, the undersigned, CB RICHARD ELLIS SERVICES,
INC., a Delaware corporation (the "COMPANY"), hereby promises to pay to the
order of ____________ (the "BANK") the principal sum of ____________ Dollars
($_________) or, if less, the aggregate unpaid principal amount of all Loans
made by the Bank to the Company pursuant to the Amended and Restated Credit
Agreement, dated as of May 20, 1998 (such Amended and Restated Credit Agreement,
as it may be amended, restated, supplemented or otherwise modified from time to
time, being hereinafter called the "CREDIT AGREEMENT"), among the Company, the
Bank, the other banks parties thereto, and Bank of America, N.A., as Agent for
the Banks and as Issuing Bank, on the dates and in the amounts provided in the
Credit Agreement. The Company further promises to pay interest on the unpaid
principal amount of the Loans evidenced hereby from time to time at the rates,
on the dates, and otherwise as provided in the Credit Agreement.

           The Bank is authorized to endorse the amount and the date on which
each Loan is made, the maturity date therefor and each payment of principal with
respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations thereof which shall be attached hereto and made a part hereof;
provided, that any failure to endorse such information on such schedule or
continuation thereof shall not in any manner affect any obligation of the
Company under the Credit Agreement and this Promissory Note (the "NOTE").

           This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.


                                     A-G-1

<PAGE>

           Terms defined in the Credit Agreement are used herein with their
defined meanings therein unless otherwise defined herein. This Note shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of California applicable to contracts made and to be performed entirely
within such State.

                          CB RICHARD ELLIS SERVICES, INC.


                          By:____________________________
                               Name:
                               Title:




                                     A-G-2

<PAGE>

                                                SCHEDULE A TO NOTE

         BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS



<TABLE>
<CAPTION>
                                  (3)             (4)
                   (2)          Maturity         Amount
                 Amount         Date of         of Base            (5)
   (1)           of Base       Base Rate          Loan           Notation
   Date         Rate Loan         Loan           Repaid          Made By
----------      ---------      ----------      ----------      ------------
<S>             <C>            <C>             <C>             <C>
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
</TABLE>


                                                SCHEDULE B TO NOTE


                                     A-G-3

<PAGE>


     OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS


<TABLE>
<CAPTION>
                                                  (4)
                   (2)            (3)            Amount
                 Amount         Maturity           of
                   of           Date of         Offshore           (5)
   (1)          Offshore        Offshore       Rate Loan         Notation
   Date         rate Loan      Rate Loan         Repaid          Made By
----------      ---------      ----------      ----------      ------------
<S>             <C>            <C>             <C>             <C>
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
----------      ---------      ----------      ----------      ------------
</TABLE>


                                     A-G-4

<PAGE>


                            EXHIBIT H

                         FORM OF GUARANTY

                          [No Revisions]






                                     A-H-1

<PAGE>

                            EXHIBIT I

                   [FORM OF PLEDGE AGREEMENTS]


                          [No Revisions]




                                     A-I-1

<PAGE>


                             EXHIBIT A

                                TO

                          AMENDMENT NO. 3

                                TO

               AMENDED AND RESTATED CREDIT AGREEMENT

                    --------------------------

               AMENDED AND RESTATED CREDIT AGREEMENT


                     Dated as of May 20, 1998


                               among

                 CB RICHARD ELLIS SERVICES, INC.,
                            as Company,


                      BANK OF AMERICA, N.A.,
                             as Agent
                                and

                  Letter of Credit Issuing Bank,


          WELLS FARGO BANK, N.A., THE BANK OF NOVA SCOTIA
              AND CREDIT LYONNAIS LOS ANGELES BRANCH
                    as Senior Managing Agents,


     DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND
                   KEYBANK NATIONAL ASSOCIATION,
                           as Co-Agents

                                and

           THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                            Arranged by

                  BANC OF AMERICA SECURITIES LLC

                       TABLE OF CONTENTS

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ARTICLE I    DEFINITIONS.............................................A-1
      1.01   Certain Defined Terms...................................A-1
      1.02   Other Interpretive Provisions...........................A-36
      1.03   Accounting Principles...................................A-37

ARTICLE II   THE CREDITS.............................................A-38
      2.01   Amounts and Terms of Commitments........................A-38
      2.02   Loan Accounts...........................................A-38
      2.03   Procedure for Borrowing.................................A-39
      2.04   Conversion and Continuation Elections...................A-40
      2.05   Voluntary Termination or Reduction of Commitments.......A-41
      2.06   Optional Prepayments....................................A-42
      2.07   Mandatory Commitment Reductions.........................A-42
      2.08   Repayment...............................................A-44
      2.09   Interest................................................A-45
      2.10   Fees....................................................A-45
             (a) Arrangement, Agency Fees............................A-45
             (b) Commitment Fees.....................................A-45
      2.11   Computation of Fees and Interest........................A-46
      2.12   Payments by the Company.................................A-46
      2.13   Payments by the Banks to the Agent......................A-47
      2.14   Sharing of Payments, Etc................................A-47

ARTICLE III  THE LETTERS OF CREDIT...................................A-48
      3.01   The Letter of Credit Subfacility........................A-48
      3.02   Issuance, Amendment and Renewal of Letters of Credit....A-49
      3.03   Participations, Drawings and Reimbursements.............A-52
      3.04   Repayment of Participations.............................A-53
      3.05   Role of the Issuing Bank................................A-54
      3.06   Obligations Absolute....................................A-55
      3.07   Cash Collateral Pledge..................................A-56
      3.08   Letter of Credit Fees...................................A-56
      3.09   Uniform Customs and Practice............................A-57

ARTICLE IV   TAXES, YIELD PROTECTION AND ILLEGALITY..................A-57
      4.01   Taxes...................................................A-57
      4.02   Illegality..............................................A-59
      4.03   Increased Costs and Reduction of Return.................A-60
      4.04   Funding Losses..........................................A-60
      4.05   Inability to Determine Rates............................A-61


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      4.06   Reserves on Offshore Rate Loans.........................A-61
      4.07   Certificates of Banks...................................A-62
      4.08   Substitution of Banks...................................A-62
      4.09   Survival................................................A-63

ARTICLE V    CONDITIONS PRECEDENT....................................A-63
      5.01   Conditions of Initial Credit Extensions.................A-63
             (a) Credit Agreement; Loan Documents and Notes..........A-63
             (b) Resolutions; Incumbency.............................A-63
             (c) Organization Documents; Good Standing...............A-64
             (d) Legal Opinions......................................A-64
             (e) Payment of Fees.....................................A-64
             (f) Certificate.........................................A-65
             (g) Consolidated Balance Sheets.........................A-65
             (h) Replacement of Existing Bank Agreement..............A-65
             (i) Subordinated Note Documents.........................A-65
             (j) Other Documents.....................................A-66
      5.02   Conditions to All Credit Extensions.....................A-66
             (a) Notice, Application.................................A-66
             (b) Continuation of Representations and Warranties......A-66
             (c) No Existing Default.................................A-66

ARTICLE VI   REPRESENTATIONS AND WARRANTIES..........................A-67
      6.01   Corporate Existence and Power...........................A-67
      6.02   Corporate Authorization; No Contravention...............A-67
      6.03   Governmental Authorization..............................A-68
      6.04   Binding Effect..........................................A-68
      6.05   Litigation..............................................A-68
      6.06   No Default..............................................A-68
      6.07   ERISA Compliance........................................A-69
      6.08   Use of Proceeds; Margin Regulations.....................A-70
      6.09   Title to Properties.....................................A-70
      6.10   Taxes...................................................A-70
      6.11   Financial Condition.....................................A-71
      6.12   Environmental Matters...................................A-71
      6.13   Regulated Entities......................................A-72
      6.14   No Burdensome Restrictions..............................A-72
      6.15   Copyrights, Patents, Trademarks and Licenses, etc.......A-72
      6.16   Capital Stock; Subsidiaries.............................A-72
      6.17   Insurance...............................................A-73
      6.18   Labor Relations.........................................A-73
      6.19   Representations and Warranties in Related Documents.....A-73
      6.20   Solvency................................................A-74
      6.21   Subordinated Debt.......................................A-74
      6.22   Full Disclosure.........................................A-74


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      6.23   Pledge Agreements.......................................A-74
      6.24   Year 2000 Problems......................................A-75

ARTICLE VII  AFFIRMATIVE COVENANTS...................................A-75
      7.01   Financial Statements....................................A-75
      7.02   Certificates; Other Information.........................A-77
      7.03   Notices.................................................A-77
      7.04   Preservation of Corporate Existence, Etc................A-78
      7.05   Maintenance of Property.................................A-78
      7.06   Insurance...............................................A-79
      7.07   Payment of Obligations..................................A-79
      7.08   Compliance with Laws....................................A-79
      7.09   Compliance with ERISA...................................A-79
      7.10   Inspection of Property and Books and Records............A-80
      7.11   Environmental Laws......................................A-80
      7.12   Use of Proceeds.........................................A-80
      7.13   Future Material Subsidiaries............................A-80
      7.14   Further Assurances......................................A-81

ARTICLE VIII NEGATIVE COVENANTS......................................A-82
      8.01   Limitation on Liens.....................................A-82
      8.02   Negative Pledges, Restrictive Agreements, etc...........A-85
      8.03   Sale of Assets..........................................A-85
      8.04   Merger, Consolidations and Acquisitions.................A-86
      8.05   Limitation on Indebtedness..............................A-89
      8.06   Transactions with Affiliates............................A-90
      8.07   Use of Proceeds.........................................A-90
      8.08   Leverage Ratio Maintenance..............................A-90
      8.09   Interest Coverage Ratio Maintenance.....................A-90
      8.10   Minimum EBITDA..........................................A-90
      8.11   Maintenance of Consolidated Net Worth...................A-90
      8.12   Joint Ventures..........................................A-92
      8.13   Restricted Investments and Restricted Payments..........A-92
      8.14   Capital Expenditures, etc...............................A-93
      8.15   ERISA...................................................A-93
      8.16   Change in Business......................................A-93
      8.17   Stock of Material Subsidiaries..........................A-94
      8.18   Sale and Leaseback......................................A-94
      8.19   Amendments..............................................A-94
      8.20   Accounting Changes......................................A-94

ARTICLE IX   EVENTS OF DEFAULT.......................................A-94
      9.01   Event of Default........................................A-94
             (a) Non-Payment.........................................A-94
             (b) Representation or Warranty..........................A-94


                                      iv

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             (c) Specific Defaults...................................A-95
             (d) Other Defaults......................................A-95
             (e) Cross-Default.......................................A-95
             (f) Insolvency; Voluntary Proceedings...................A-95
             (g) Involuntary Proceedings.............................A-96
             (h) ERISA...............................................A-96
             (i) Monetary Judgments..................................A-96
             (j) Non-Monetary Judgments..............................A-96
             (k) Change of Control...................................A-97
             (l) Material Adverse Effect.............................A-97
             (m) Guarantor Defaults..................................A-97
             (n) Invalidity of Subordination Provisions..............A-97
             (o) Pledge Agreements...................................A-97
      9.02   Remedies................................................A-97
      9.03   Rights Not Exclusive....................................A-98

ARTICLE X    THE AGENT...............................................A-98
      10.01  Appointment and Authorization; "Agent"..................A-98
      10.02  Delegation of Duties....................................A-99
      10.03  Liability of Agent......................................A-99
      10.04  Reliance by Agent.......................................A-99
      10.05  Notice of Default......................................A-100
      10.06  Credit Decision........................................A-100
      10.07  Indemnification of Agent...............................A-100
      10.08  Agent in Individual Capacity...........................A-101
      10.09  Successor Agent........................................A-102
      10.10  Withholding Tax........................................A-102
      10.11  Senior Managing Agents; Co-Agents......................A-104
      10.12  Collateral Matters.....................................A-104

ARTICLE XI   MISCELLANEOUS .........................................A-105
      11.01  Amendments and Waivers.................................A-105
      11.02  Notices................................................A-106
      11.03  No Waiver; Cumulative Remedies.........................A-107
      11.04  Costs and Expenses.....................................A-107
      11.05  Company Indemnification................................A-107
      11.06  Payments Set Aside.....................................A-108
      11.07  Successors and Assigns.................................A-108
      11.08  Assignments, Participations, etc.......................A-108
      11.09  Confidentiality........................................A-110
      11.10  Set-off................................................A-111
      11.11  Notification of Addresses, Lending Offices, Etc........A-111
      11.12  Counterparts...........................................A-111
      11.13  Severability...........................................A-111
      11.14  No Third Parties Benefitted............................A-111


                                      v
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      11.15  Governing Law and Jurisdiction.........................A-112
      11.16  Waiver of Jury Trial...................................A-113
      11.17  Entire Agreement

</TABLE>

ANNEXES

Annex A         Pricing Grid
Annex B         Applicable Commitment Fee Grid
Annex C         Material Subsidiaries
Annex D         the Whittier Transaction

SCHEDULES

Schedule 2.01    Commitments and Pro Rata Shares
Schedule 6.07    ERISA
Schedule 6.11    Permitted Liabilities
Schedule 6.12    Environmental Matters
Schedule 6.16(a) Capital Stock
Schedule 6.16(b) Material Subsidiaries and Repurchase Obligations
Schedule 6.17    Insurance Matters
Schedule 8.01    Permitted Liens
Schedule 8.01(g) Existing Judgments
Schedule 8.04(d) Excluded Acquisitions
Schedule 8.05    Permitted Indebtedness
Schedule 8.13    Investments
Schedule 11.02   Lending Offices; Addresses for Notices

EXHIBITS

Exhibit A        Form of Notice of Borrowing
Exhibit B        Form of Notice of Conversion/Continuation
Exhibit C        Form of Compliance Certificate
Exhibit D        Form of Legal Opinion of Company's General Counsel
Exhibit E        Intentionally Omitted
Exhibit F        Form of Assignment and Acceptance Agreement
Exhibit G        Form of Promissory Note
Exhibit H        Form of Guaranty
Exhibit I        Form of Pledge Agreements


                                      vi