AMENDMENT NO. 2 dated as of May 10, 2005 (this “ Amendment ”), to the
Amended and Restated Credit Agreement dated as of April 23, 2004, as amended as of
November 15, 2004 (the “ Credit Agreement ”), among CB RICHARD ELLIS SERVICES,
INC., a Delaware corporation (the “ Borrower ”), CB RICHARD ELLIS GROUP, INC., a
Delaware corporation (“ Holdings ”), the Lenders (as defined in Article I of the Credit
Agreement), and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such
capacity, the “ Administrative Agent ”) and as collateral agent (in such capacity, the “
Collateral Agent ”) for the Lenders.
A. Pursuant to the Credit Agreement, the Lenders and the Issuing Banks have extended, and have agreed
to extend, credit to the Borrower.
B. The Borrower has requested certain amendments to the Credit Agreement as set forth herein.
C. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments. (a) The definition of the term “Permitted Investments” set forth in Section
1.01 of the Credit Agreement is hereby amended as follows:
(i) by deleting the word “and” at the end of clause (e) thereof;
(ii) by redesignating clause (f) thereof as clause (g); and
(iii) by adding a new clause (f) thereof as follows:
“(f) investments in so-called “auction rate” securities rated AAA by S&P, Aaa by Moody’s or
AAA by Fitch Ratings and which have a reset date not more than 90 days from the date of acquisition
(b) The definition of the term “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is
hereby amended by deleting the words “Consolidated Interest Expense” in clause (a) (i) thereof and substituting
therefor the words “consolidated interest expense”.