EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

SUPPLEMENT NO. 1 (this “Supplement”) dated as of September 25,
2015, to the Amended and Restated Guarantee and Pledge Agreement dated as of January 9, 2015 (the “Guarantee and Pledge Agreement”), among CBRE SERVICES, INC., a Delaware corporation (the “U.S.
Borrower”), CBRE GROUP, INC., a Delaware corporation (“Holdings”), the Subsidiaries of the U.S. Borrower from time to time party thereto (the “Subsidiary Guarantors” and, together with the
U.S. Borrower and Holdings, the “Grantors”) and CREDIT SUISSE AG (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as
defined therein). 
 A.  Reference is made to the Second Amended and Restated Credit Agreement
dated as of January 9, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, CBRE Limited, a limited company organized under the laws of
England and Wales (the “U.K. Borrower”), CBRE Limited, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CBRE Pty Ltd, a company organized under the
laws of Australia and registered in New South Wales (the “Australian Borrower”), CBRE Limited, a company organized under the laws of New Zealand (the “New Zealand Borrower”), Holdings, the
lenders from time to time party thereto (the “Lenders”), the Issuing Banks from time to time party thereto and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”)
and Collateral Agent. 
 B.  Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Guarantee and Pledge Agreement and the Credit Agreement. 

C.  The Grantors have entered into the Guarantee and Pledge Agreement in consideration of, among
other things, Loans made and Letters of Credit issued under the Credit Agreement. Section 7.16 of the Guarantee and Pledge Agreement provides that additional Subsidiaries of the U.S. Borrower may become Subsidiary Guarantors and Grantors under
the Guarantee and Pledge Agreement by the execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Loan Party”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Subsidiary Guarantor under the Guarantee and Pledge Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration
for Loans previously made and Letters of Credit previously issued. 







 Accordingly, the Collateral Agent and the New Loan Party agree as follows: 

SECTION 1.  In accordance with Section 7.16 of the Guarantee and Pledge Agreement, the New Loan Party by its
signature below becomes a Subsidiary Guarantor under the Guarantee and Pledge Agreement with the same force and effect as if originally named therein as a Subsidiary Guarantor and the New Loan Party hereby (a) agrees to all the terms and
provisions of the Guarantee and Pledge Agreement applicable to it as a Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Subsidiary Guarantor thereunder are true and correct
on and as of the date hereof. Each reference to a “Subsidiary Guarantor” in the Guarantee and Pledge Agreement shall be deemed to include the New Loan Party. The Guarantee and Pledge Agreement is hereby incorporated herein by reference.

 SECTION 2.  The New Loan Party represents and warrants to the Collateral Agent and the other Secured Parties
that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New Loan Party and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission or other customary means of electronic transmission (e.g.,
“pdf”) shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4.  The New Loan Party hereby represents and warrants that set forth under its signature hereto, is
the true and correct legal name of the New Loan Party and its jurisdiction of organization. 
 SECTION 5.  Except
as expressly supplemented hereby, the Guarantee and Pledge Agreement shall remain in full force and effect. 
 SECTION
6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Pledge Agreement shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 







 SECTION 8. All communications and notices hereunder shall (except as otherwise
expressly permitted by the Guarantee and Pledge Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Loan Party shall be given to it in care of the U.S.
Borrower as provided in Section 9.01 of the Credit Agreement. 
 [Remainder of this page intentionally left blank] 







 EXECUTION VERSION 

IN WITNESS WHEREOF, the New Loan Party and the Collateral Agent have duly executed this Supplement to the Guarantee and
Pledge Agreement as of the day and year first above written. 
  

			
	 CBRE GWS LLC

		
	       by
	 	
		
		 	       /s/ DEBERA FAN

		 	Name:  Debera Fan
		 	 Title:    Senior Vice President and Treasurer

		 	 Address:    400 South Hope Street, 25th Floor, Los Angeles, CA 90071

		 	 Legal Name: CBRE GWS LLC

		 	 Jurisdiction of Formation: Delaware




  
 [Supplement No. 1
Signature Page] 








 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent

		
	      by	 	
		
		 	 /s/ BILL O’DALY

		 	Name: Bill O’Daly
		 	Title: Authorized Signatory
		
	      by	 	
		
		 	 /s/ D. ANDREW MALETTA

		 	Name: D. Andrew Maletta
		 	Title: Authorized Signatory