SC 13D/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              SCHEDULE 13D/A

                Under the Securities Exchange Act of 1934
                           (Amendment No. 6)*

                    CB RICHARD ELLIS SERVICES, INC.
                ----------------------------------------
                           (Name of Issuer)


                    Common Stock, $0.01 par value
                ----------------------------------------
                   (Title of Class of Securities)


                              12489L108
                ----------------------------------------
                           (CUSIP Number)

                           Raymond E. Wirta
                     200 North Sepulveda Boulevard
                   El Segundo, California 90245
                           (310) 563-8600
                ----------------------------------------
          (Name, Address and Telephone Number of Person Authorized
                   to Receive Notices and Communications)

                            With a copy to:
                           Gary J. Singer, Esq.
                         O'Melveny & Myers LLP
                        610 Newport Center Drive
                              Suite 1700
                     Newport Beach, California 92660

                          July 20, 2001
                ----------------------------------------
         (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or(4), check the following box. [  ]

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).



          This Amendment No. 6 amends the Statement on Schedule
13D filed with the Securities and Exchange Commission (the
"Commission") with respect to CB Richard Ellis Services, Inc.
(the "Issuer") on November 15, 2000, Amendment No. 1 as filed
with the Commission on December 4, 2000, Amendment No. 2 as
filed with the Commission on March 1, 2001, Amendment No. 3
as filed with the Commission on May 3, 2001, Amendment No. 4
as filed with the Commission on May 25, 2001 and Amendment
No. 5 as filed with the Commission on June 11, 2001 (as amended,
the "Schedule 13D") by Raymond E. Wirta.  Unless otherwise
defined herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D.

          Items 3, 4, 6 and 7 of the Schedule 13D are hereby
amended and supplemented as follows:

Item 3.   Source of Funds and Other Consideration.

          Item 3 of the Schedule 13D is hereby supplemented
by adding the following paragraphs:

          In connection with the Purchase Agreement related
     to the Senior Subordinated Notes, on May 31, 2001, Newco
     entered into a Registration Rights Agreement with
     Holding and CSFB (the "Senior Subordinated Notes Rights
     Agreement" which is attached hereto as Exhibit 16),
     which sets forth the registration rights of the initial
     purchasers of the Senior Subordinated Notes.  Newco also
     entered into an Indenture, dated as of June 7, 2001,
     with Holding and State Street Bank and Trust Company of
     California (the "Senior Subordinated Notes Indenture"
     which is attached hereto as Exhibit 17), which sets
     forth the terms of the Senior Subordinated Notes.  By
     letter dated as of June 29, 2001, by Holding and DLJ
     (attached hereto as Exhibit 14), the DLJ Commitment
     Letter was amended a second time.

          In addition to the financing discussed above,
     Holding entered into a purchase agreement, dated as of
     June 29, 2001 (the "Senior Notes Purchase Agreement")
     (attached hereto as Exhibit 15), with CSFB, pursuant to
     which Holding agreed to issue and sell, and CSFB agreed
     to purchase, upon the terms and subject to the
     conditions set forth therein, $65,000,000 aggregate
     principal amount of Holding's 16% senior notes due 2011
     (the "Senior Notes") and 339,820 shares of Holding's
     Class A common stock, par value $0.01 per share (the
     "Equity Issuance"), on a joint and combined basis such
     that the Senior Notes and the Equity Issuance together
     represent 65,000 units (the "Units"), with each Unit
     consisting of one Senior Note in the principal amount of
     $1,000 and 5.228 shares of the Equity Issuance. The
     Senior Notes and the Equity Issuance were immediately
     separable and separated immediately upon the completion
     of the issuance and sale thereof, which occurred on July
     20, 2001.

          Interest on the Senior Notes is payable quarterly
     on January 20, April 20, July 20 and October 20 of each
     year, beginning on October 20, 2001. Until July 20,
     2006, Holding may, at its option, pay any interest in
     excess of 12% per year in the form of additional notes
     in lieu of cash payments. The Senior Notes constitute
     Holding's unsecured senior obligations and rank equally
     in right of payment with any of its existing and future
     senior unsecured indebtedness and senior to any of its
     existing and future subordinated indebtedness.

          Holding will use the net proceeds from the offering
     of the Units, together with the proceeds from Newco's
     issuance of its Senior Subordinated Notes, the proceeds
     from Holding's issuance of its Class B common stock, par
     value $0.01 per share, to the Buying Group and the
     proceeds from the Issuer's borrowings under its new
     credit facilities, to pay the Issuer's stockholders
     (other than members of the Buying Group) $16.00 per
     share in the Merger, to repay substantially all of the
     Issuer's existing indebtedness and to pay fees and
     expenses associated with the Merger and transactions
     related thereto. Holding intends to use any remaining
     proceeds for working capital and general corporate
     purposes.

          In connection with the Senior Notes Purchase
     Agreement, on July 20, 2001, Holding entered into a
     Registration Rights Agreement with CSFB (the "Senior
     Notes Rights Agreement" which is attached hereto as
     Exhibit 18), which sets forth the registration rights of
     the initial purchasers of the Units.  In addition,
     Holding has entered into an Anti-Dilution Agreement,
     dated as of July 20, 2001 (the "Senior Notes Anti-
     Dilution Agreement" which is attached hereto as Exhibit
     19), which sets forth certain rights of the purchasers
     of Units.  Holding has also entered into an Indenture,
     dated as of July 20, 2001, with State Street Bank and
     Trust Company of California (the "Senior Notes
     Indenture" which is attached hereto as Exhibit 20),
     which sets forth the terms of the Senior Notes.

          In addition, the Issuer and Holding have also
     entered into a Credit Agreement, dated as of July 20,
     2001 (the "Credit Agreement" which is attached hereto as
     Exhibit 21), with CSFB and the other parties thereto.
     Under the Credit Agreement, CSFB provided the Issuer
     with debt financing as contemplated by the CSFB
     Commitment Letter, as amended.

          On July 19, 2001, Holding and the other parties to
     the Contribution Agreement entered into an Amendment to
     the Contribution Agreement (the "Contribution Agreement
     Amendment" which is attached hereto as Exhibit 22).  The
     Contribution Agreement Amendment provides for the
     purchase of up to an aggregate of $10 million of Holding
     Class A Common Stock by California Public Employees'
     Retirement System, among other things.

          The information set forth in this Item 3 is
     qualified in its entirety by reference to the Agreement
     (attached hereto as Exhibit 1), the Contribution
     Agreement (attached hereto as Exhibit 2), the CSFB
     Commitment Letter (attached hereto as Exhibit 5), the
     DLJ Commitment Letter (attached hereto as Exhibit 6),
     the Purchase Agreement (attached hereto as Exhibit 10),
     the Amendment to the CSFB Commitment Letter (attached
     hereto as Exhibit 11), the Amendment to the DLJ
     Commitment Letter dated May 31, 2001 (attached hereto as
     Exhibit 12), the Amendment to the DLJ Commitment Letter
     dated June 29, 2001 (attached hereto as Exhibit 14), the
     Senior Notes Purchase Agreement (attached hereto as
     Exhibit 15), the Senior Subordinated Notes Rights
     Agreement (attached hereto as Exhibit 16), the Senior
     Subordinated Notes Indenture (attached hereto as Exhibit
     17), the Senior Notes Rights Agreement (attached hereto
     as Exhibit 18), the Senior Notes Anti-Dilution Agreement
     (attached hereto as Exhibit 19), the Senior Notes
     Indenture (attached hereto as Exhibit 20), the Credit
     Agreement (attached hereto as Exhibit 21) and the
     Contribution Agreement Amendment (attached hereto as
     Exhibit 22), each of which is expressly incorporated
     herein by reference.

Item 4.   Purpose of Transaction.

          Item 4 of the Schedule 13D is hereby supplemented
     by adding the following paragraphs:

          On July 20, 2001, the CBRE Merger was consummated.
     Each share of the Issuer's Common Stock, other than
     those held by members of the Buying Group, has been
     converted into the right to receive $16.00.  As a result
     of the CBRE Merger, the Issuer's shares will no longer
     be listed on the New York Stock Exchange.  The
     consummation of the CBRE Merger was announced in a press
     release dated as of July 20, 2001 (the "Press Release"
     which is attached hereto as Exhibit 23).

          In connection with the closing of the CBRE
     Merger, the Issuer, Holding, Strategic, FSEP III,
     FSEP International, DLJ, Koll Holding, Malek, White,
     the Reporting Person and the other parties thereto
     entered into the Securityholders' Agreement (attached
     hereto as Exhibit 24).  In addition, on July 20, 2001,
     Holding, FSEP III and FSEP International entered
     into the Warrant Agreement (attached hereto as
     Exhibit 25).

          The information set forth in this Item 4 is
     qualified in its entirety by reference to the
     Securityholders' Agreement (attached hereto as Exhibit
     24), the Warrant Agreement (attached hereto as Exhibit
     25) and the Press Release (attached hereto as Exhibit
     23).

Item 6.   Contracts, Arrangements, Understandings or
          Relationships With Respect to Securities of the
          Issuer

          Item 6 of the Schedule 13D is hereby supplemented
by adding the following paragraphs:

          As described in Item 3 hereof, the Issuer and
     Holding entered into a Credit Agreement with CSFB and
     the other parties thereto (attached hereto as Exhibit
     21) with respect to a portion of the Financings.  Also,
     as described in Item 3 hereof, Holding entered into a
     Senior Notes Purchase Agreement (attached hereto as
     Exhibit 15), a Senior Notes Rights Agreement (attached
     hereto as Exhibit 18), a Senior Notes Anti-Dilution
     Agreement (attached hereto as Exhibit 19), a Senior
     Notes Indenture (attached hereto as Exhibit 20) and a
     Contribution Agreement Amendment (attached hereto as
     Exhibit 22).  The Financings will be used, together with
     the proceeds received by Holding pursuant to the
     Contribution Agreement, to pay the CBRE Merger
     Consideration to the holders of Common Stock (other than
     as described in Item 4), to refinance indebtedness of
     the Issuer that will become due as a result of the
     transactions contemplated by the Agreement, to pay all
     related fees and expenses and to provide additional
     financing for future working capital and general
     corporate needs of the Issuer and its subsidiaries.

          As described in Item 4 hereof, in connection with
     the closing of the CBRE Merger, the Issuer, Holding,
     Strategic, FSEP III, FSEP International, DLJ, Koll
     Holding, Malek, White and the Reporting Person, and
     the other parties thereto entered into the final
     version of the Securityholders' Agreement (attached
     hereto as Exhibit 24).  In addition, on July 20, 2001,
     Holding, FSEP III  and FSEP International entered into
     the final version of the Warrant Agreement (attached
     hereto as Exhibit 25).

          The information set forth in this Item 6 is
     qualified in its entirety by reference to the Agreement
     (attached hereto as Exhibit 1), the Contribution
     Agreement (attached hereto as Exhibit 2), the CSFB
     Commitment Letter (attached hereto as Exhibit 5), the
     DLJ Commitment Letter (attached hereto as Exhibit 6),
     the Confidentiality Agreement (attached hereto as
     Exhibit 7), the BLUM Agreement (attached hereto as
     Exhibit 8), the FSEP Agreement (attached hereto as
     Exhibit 9), the Purchase Agreement (attached hereto as
     Exhibit 10), the Amendment to the CSFB Commitment Letter
     (attached hereto as Exhibit 11), the Amendment to the
     DLJ Commitment Letter dated May 31, 2001 (attached
     hereto as Exhibit 12), the Amendment to the DLJ
     Commitment Letter dated June 29, 2001 (attached hereto
     as Exhibit 14), the Senior Notes Purchase Agreement
     (attached hereto as Exhibit 15), the Senior Subordinated
     Notes Rights Agreement (attached hereto as Exhibit 16),
     the Senior Subordinated Notes Indenture (attached hereto
     as Exhibit 17), the Senior Notes Rights Agreement
     (attached hereto as Exhibit 18), the Senior Notes Anti-
     Dilution Agreement (attached hereto as Exhibit 19), the
     Senior Notes Indenture (attached hereto as Exhibit 20),
     the Credit Agreement (attached hereto as Exhibit 21) and
     the Contribution Agreement Amendment (attached hereto as
     Exhibit 22), the Securityholders' Agreement (attached
     hereto as Exhibit 24) and the Warrant Agreement
     (attached hereto as Exhibit 25), each of which is
     expressly incorporated herein by reference.

          Item 7.  Material to be Filed as Exhibits

          Item 7 of the Schedule 13D is hereby supplemented
as follows:

          14.  Amendment to the DLJ Commitment Letter dated
               as of June 29, 2001 by and between DLJ
               Investment Funding, Inc. and CBRE Holding,
               Inc. (filed herewith).

          15.  Purchase Agreement dated as of June 29 between
               CSFB and CBRE Holding, Inc. (filed herewith).

          16.  Registration Rights Agreement, dated as of May
               31, 2001, among CBRE Holding, Inc., BLUM CB
               Corp. and Credit Suisse First Boston
               Corporation (filed herewith).

          17.  Indenture dated as of June 7, 2001, among CBRE
               Holding, Inc., BLUM CB Corp. and State Street
               Bank and Trust Company of California, N.A., as
               Trustee, for 11% Senior Subordinated Notes
               due 2011 (filed herewith).

          18.  Registration Rights Agreement, dated as of
               July 20, 2001, between CBRE Holding, Inc. and
               Credit Suisse First Boston. (filed herewith).

          19.  Anti-Dilution Agreement, dated as of July 20,
               2001, between CBRE Holding, Inc. and Credit
               Suisse First Boston. (filed herewith).

          20.  Indenture, dated as of July 20, 2001, between
               CBRE Holding, Inc. and State Street Bank and
               Trust Company of California, N.A., as Trustee,
               relating to notes of CBRE Holding, Inc. (filed
               herewith).

          21.  Credit Agreement, dated as of July 20, 2001,
               between CB Richard Ellis Services, Inc., CBRE
               Holding, Inc., Credit Suisse First Boston
               Corporation and other lenders party thereto
               (filed herewith).

          22.  Amendment to the Amended and Restated
               Contribution and Voting Agreement, dated as
               of July 19, 2001, by and among CBRE Holding,
               Inc., BLUM CB Corp., RCBA Strategic Partners,
               L.P., FS Equity Partners III, L.P., FS Equity
               Partners International, L.P., Raymond E.
               Wirta, W. Brett White, Donald M. Koll and the
               other parties thereto (filed herewith).

          23.  Press release dated July 20, 2001 (filed
               herewith).

          24.  Securityholders' Agreement, dated as of July
               20, 2001, by and among the Issuer, Holding,
               Strategic, FSEP III, FSEP International, DLJ,
               Koll Holding, Malek, White and Wirta, and the
               other parties thereto (filed herewith).

          25.  Warrant Agreement, dated as of July 20, 2001,
               by and among Holding, FSEP III and FSEP
               International (filed herewith).



                                 SIGNATURES

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in
this statement is true, complete and correct.

Dated:    July 30, 2001

                                   RAYMOND E. WIRTA,
                                   an individual


                                   /s/ Raymond E. Wirta
                                   ------------------------------

EX-14

                                                              Exhibit 14

                                                          June 29, 2001
CBRE Holding, Inc.
c/o RCBA Strategic Partners, L.P.
909 Montgomery Street
San Francisco, CA  94133

Attention:  Mr. Claus Moller


RE: AMENDMENT TO COMMITMENT LETTER

Dear Sir:

          Reference is made to the commitment letter dated February 23, 2001,
including the term sheet attached thereto, as amended by an amendment dated May
31, 2001 (the "Commitment Letter"), pursuant to which DLJ Investment Funding,
Inc. ("DLJIF") agreed, subject to the conditions set forth therein, to purchase
up to $65.0 million of senior notes of CBRE Holding, Inc. ("Holdings") in
connection with the Sponsor's acquisition of CB Richard Ellis Services, Inc.
Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Commitment Letter.

          The Commitment Letter is hereby further amended and modified as
follows:

          1.   The Transaction Fee payable to DLJIF under the Commitment Letter
               upon consummation of the Transaction shall be reduced from 3.5%
               to 2.1154% and shall be payable by Holdings to Credit Suisse
               First Boston Corporation ("CSFB") in the form of an initial
               purchaser's discount to the aggregate price of the units sold in
               the offering pursuant to the Confidential Offering Circular of
               Holdings dated the date hereof, such discount to be payable in
               accordance with a definitive purchase agreement relating to the
               Notes and the Common Equity Securities.  In addition, Holdings
               will pay $900,000 in cash to DLJIF as a lead investor adjustment
               on the closing date of the Transaction.



          2.   In connection with the issue and sale of the Notes, Holdings
               shall not be responsible for the payment of fees or expenses of
               (a) Arthur Anderson LLP, to the extent attributable to the
               preparation and delivery of a comfort letter to CSFB or (b)
               Cravath Swaine & Moore, counsel to CSFB, such expenses to be
               borne by CSFB.

          3.   It shall be an additional condition to the commitment of DLJIF
               under the Commitment Letter that DLJIF shall have received a duly
               executed copy of a Management Rights Letter in the form attached
               hereto.

          4.   The terms of the Notes and the Common Equity Securities shall be
               substantially as set forth in the descriptions thereof contained
               in the Confidential Offering Circular relating to the Notes and
               the Common Equity Securities dated the date hereof.
          Except as expressly amended or modified by this amendment, the terms
of the Commitment Letter shall remain in full force and effect.


          Please indicate your acceptance of the terms hereof by signing in the
appropriate space below and returning a copy of this amendment to the
undersigned.


                              Very truly yours,

                              DLJ INVESTMENT FUNDING, INC.

                              By: /s/ Paul Thompson III
                                  ----------------------
                                  Paul Thompson III
                                  Managing Director

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

CBRE HOLDING, INC.

By: /s/ Claus Moller
    -----------------
    Name: Claus Moller
    Title: President

EX-15

                                                              Exhibit 15

                                  $65,000,000

                              CBRE Holding, Inc.

                           16% Senior Notes Due 2011

                    339,820 Shares of Class A Common Stock

                              PURCHASE AGREEMENT
                              ------------------

June 29, 2001

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York  10010-3629

Dear Sirs:

          1.  INTRODUCTORY.  CBRE Holding, Inc., a Delaware corporation
(the "Company"), proposes, subject to the terms and conditions stated
herein, to issue and sell to Credit Suisse First Boston Corporation
("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal
amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares
of Class A common stock (the "Common Stock") of the Company, par value
$0.01 per share (the "Shares" and together with the Notes, the "Offered
Securities"). The Notes are to be issued pursuant to an indenture (the
"Indenture") to be dated as of the Closing Date (as defined below),
between the Company and State Street Bank and Trust Company of California,
N.A., as trustee (the "Trustee"). As part of the transactions (the
"Transactions") as defined in the "Description of the Notes" and as
described under the heading "The Transactions" in the Offering Document
(as defined herein), BLUM CB Corp. will merge with and into CB Richard
Ellis Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as
the surviving corporation in such merger (the "Merger"). Concurrently with
the consummation of the Merger, (1) the Company will execute a Notes
Registration Rights Agreement (the "Notes Registration Rights Agreement"),
a Securityholders' Agreement (the "Securityholders Agreement"), and an
Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI
will enter into a credit agreement (together with the related guaranties
and security documents, the "Credit Agreement") among itself, the
guarantors named therein, Credit Suisse First Boston, New York branch,
as administrative agent, and the lenders named therein.





                                      -2-


          This Agreement, the Indenture, the Offered Securities, the
Exchange Securities (as defined in the Notes Registration Rights
Agreement), the Notes Registration Rights Agreement, the Securityholders
Agreement and the Anti- Dilution Agreement are sometimes referred to in
this Agreement collectively as the "Operative Documents".  All material
agreements and instruments relating to the Transactions (including, but
not limited to, the Merger Agreement and the Credit Agreement) are
sometimes referred to in this Agreement collectively as the "Transaction
Agreements".  The Operative Documents and the Transaction Agreements are
sometimes referred to in this Agreement collectively as the "Transaction
Documents".  References in this Agreement to the subsidiaries of the
Company shall include all direct and indirect subsidiaries of the Company
after the consummation of the Merger.

          Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Offering Document (as defined below).

          The Company hereby agrees with the Initial Purchaser as follows:

          2.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company
 represents and warrants to, and agrees with, the Initial Purchaser that:
              (a)  An offering circular dated the date of this Agreement
     relating to the Offered Securities to be purchased by the Initial Purchaser
     has been prepared by the Company. Such offering circular, as the same may
     be supplemented prior to the closing of the offering is hereinafter
     referred to as the "Offering Document". On the date of this Agreement, the
     Offering Document does not include any untrue statement of a material fact
     or omit to state any material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading. The preceding sentence does not apply to statements
     or omissions from the Offering Document based upon written information
     furnished to the Company by the Initial Purchaser specifically for use
     therein, it being understood and agreed that the only such information is
     that described in Section 7(b) hereof.

              (b)  The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, with corporate power and authority to own its properties and
     conduct its business as described in the Offering Document, and the Company
     is duly qualified to do business as a foreign corporation in good standing
     in all other jurisdictions in which its ownership or lease of property or
     the conduct of its business requires such qualification, except to the
     extent that the failure to be so qualified or to be in good standing would
     not have a material adverse effect on the business, financial condition or
     results of operation of the Company and its subsidiaries, taken as a whole
     (a "Material Adverse Effect").





                                      -3-

              (c)  Each subsidiary of the Company has been duly incorporated and
     is an existing corporation, limited liability company or limited
     partnership, as the case may be, in good standing (if applicable) under the
     laws of the jurisdiction of its incorporation or organization, with power
     and authority to own its properties and conduct its business as described
     in the Offering Document, and each subsidiary of the Company is duly
     qualified to do business as a foreign corporation, limited liability
     company or limited partnership, as the case may be, in good standing (if
     applicable) in all other jurisdictions in which its ownership or lease of
     property or the conduct of its business requires such qualification, except
     to the extent that the failure to be so qualified or to be in good standing
     would not have a Material Adverse Effect; all of the issued and outstanding
     capital stock, ownership interests or partnership interests, as the case
     may be, of each subsidiary of the Company have been, and immediately
     following the Merger will be, duly authorized and validly issued and, in
     the case of capital stock, is fully paid and nonassessable; and except as
     disclosed in the Offering Document and for pledges in favor of Credit
     Suisse First Boston, New York branch, as collateral agent under the Credit
     Agreement, the capital stock, ownership interests or partnership interests,
     as the case may be, of the Company and each subsidiary owned by the
     Company, directly or through subsidiaries, will be owned free from liens,
     encumbrances and defects immediately following the Merger and the other
     Transactions.

              (d)  The Indenture has been duly authorized by the Company; the
     Notes have been duly authorized by the Company; and when the Notes are
     delivered and paid for pursuant to this Agreement and the Indenture on the
     Closing Date (as defined below), assuming due authorization, execution and
     delivery of the Indenture by the Trustee, the Indenture will have been duly
     executed and delivered by the Company, such Notes will have been duly
     executed, authenticated, issued and delivered by the Company (assuming
     authentication by the Trustee in accordance with the provisions of the
     Indenture) and the Indenture and such Notes will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms and entitled to the benefits of the Indenture (assuming that
     the Indenture is a valid and legally binding obligation of the Trustee),
     subject to (i) the effects of bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium or similar laws of general applicability
     relating to or affecting creditors' rights, (ii) general principles of
     equity (regardless of whether enforceability is considered in a proceeding
     at law or in equity) and (iii) an implied covenant of good faith and fair
     dealing.

              (e)  The Exchange Securities have been duly authorized by the
     Company. When the Exchange Securities are issued, executed and
     authenticated in accordance with the terms of the Exchange Offer and the
     Indenture, the Ex-





                                      -4-

     change Securities (assuming authentication by the Trustee in accordance
     with the provisions of the Indenture) will be entitled to the benefits of
     the Indenture and will be the valid and binding obligations of the Company,
     enforceable against the Company in accordance with their terms (assuming
     that the Indenture is a valid and legally binding obligation of the
     Trustee), subject to (i) the effects of bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium or similar laws of general
     applicability relating to or affecting creditors' rights, and (ii) general
     principles of equity (regardless of whether enforceability is considered in
     a proceeding at law or in equity).

              (f)  The Indenture conforms in all material respects to the
     requirements of the Trust Indenture Act of 1939, as amended (the "TIA" or
     the "Trust Indenture Act"), and the rules and regulations of the Securities
     and Exchange Commission (the "Commission") applicable to an indenture which
     is qualified thereunder.

              (g)  The Shares have been duly reserved for issuance by the
     Company, the issuance of the Shares has been duly authorized by the
     Company, and the Shares, when delivered pursuant to the terms of this
     Agreement, will be validly issued, fully paid and nonassessable, and except
     as set forth in the Offering Document no holder of any securities of the
     Company has any preemptive or other similar rights to subscribe for or to
     purchase any common stock of the Company arising by operation of the
     General Corporation Law of the State of Delaware, under the Certificate of
     Incorporation or bylaws of the Company or pursuant to the terms of any
     agreement or instrument to which the Company is a party.
              (h)  Except as disclosed in the Offering Document, there are no
     contracts, agreements or understandings between the Company and any person
     that would give rise to a valid claim against the Company or the Initial
     Purchaser for a brokerage commission, finder's fee or other like payment in
     connection with the Offered Securities.

              (i)  No consent, approval, authorization or order of, or filing
     with, any governmental agency or body or any court is required for the
     consummation of the transactions contemplated by this Agreement, the
     Registration Rights Agreement, the Anti-Dilution Agreement, the
     Securityholders Agreement or any other Transaction Document, in each case,
     in connection with the consummation of the transactions contemplated
     therein, except as may be required under the Securities Act, the TIA and
     the rules and regulations of the Commission thereunder with respect to the
     Exchange Offer Registration Statement or the Shelf Registration Statement
     (each as defined in the Notes Registration Rights Agreement) or the
     transactions contemplated by the Notes Registration Rights Agree-





                                      -5-

     ment, the Anti-Dilution Agreement, the Securityholders Agreement or any
     state or foreign securities laws or by the regulations of the National
     Association of Securities Dealers, Inc.

              (j)  Assuming the accuracy of the representations of the other
     parties thereto and the performance by those parties of their agreements
     therein, the execution, delivery and performance by the Company and the
     subsidiaries of the Company (to the extent a party thereto) of each of the
     Transaction Documents and their compliance with the terms and provisions
     thereof and the consummation of the Transactions will not result in a
     breach or violation of any of the terms and provisions of, or constitute a
     default under, (i) any statute, rule, regulation or order of any
     governmental agency or body or any court, domestic or foreign, that has
     jurisdiction over the Company, or any of the Company's subsidiaries or any
     of their properties, (ii) the Transaction Documents or any agreement or
     instrument to which the Company or any of the Company's subsidiaries is a
     party or by which the Company or any of the Company's subsidiaries is bound
     or to which any of the properties of the Company or the Company's
     subsidiaries is subject or (iii) the charter, by-laws or similar governing
     documents of the Company or any of the Company's subsidiaries, except, with
     respect to clauses (i) and (ii), where such breach, violation or default
     would not have a Material Adverse Effect or would not have a material
     adverse effect on the Company's power or ability to consummate the
     Transactions; the Company has full corporate power and authority to
     authorize, issue and sell the Offered Securities as contemplated by this
     Agreement.

              (k)  None of the Company or any of the subsidiaries of the Company
     is in breach or violation of any of the terms and provisions of, or in
     default under, (i) any statute, rule, regulation or order of any
     governmental agency or body or any court, domestic or foreign, that has
     jurisdiction over the Company or any of the Company's subsidiaries or any
     of their properties, (ii) any agreement or instrument to which the Company
     or any of the Company's subsidiaries is a party or by which the Company or
     any of the Company's subsidiaries is bound or to which any of the
     properties of the Company or the Company's subsidiaries is subject or (iii)
     the charter, by-laws or similar governing document of the Company or any of
     the Company's subsidiaries, except with respect to clauses (i) and (ii) for
     any breaches, violations or defaults that would not have a Material Adverse
     Effect or would not have a material adverse effect on the Company's power
     or ability to consummate the Transactions.

              (l)  This Agreement has been duly authorized, executed and
     delivered by the Company. Each of the other Operative Documents has been,
     or





                                      -6-

     as of the Closing Date will have been, duly authorized, executed and
     delivered by the Company. All of the Transaction Agreements have been, or
     will be as of or on the Closing Date, duly authorized, executed and
     delivered by each of the Company and the Company's subsidiaries (to the
     extent a party thereto). Each Transaction Document conforms or, at the
     Closing Date, will conform in all material respects to the descriptions
     thereof contained in the Offering Document and each Operative Document
     (other than this Agreement) is or will constitute valid and legally binding
     obligations of the Company and each Transaction Agreement constitutes or
     will, at the Closing Date, constitute valid and legally binding obligations
     of the Company to the extent it is a party thereto, enforceable in
     accordance with its respective terms, except that any rights to indemnity
     and contribution may be limited by federal and state securities laws and
     public policy considerations and subject to (i) bankruptcy, insolvency,
     fraudulent transfer, reorganization, moratorium and similar laws of general
     applicability relating to or affecting creditors' rights, (ii) general
     principles of equity (regardless of whether enforceability is considered in
     a proceeding at law or in equity) and (iii) an implied covenant of good
     faith and fair dealing.

              (m)  Except as disclosed in the Offering Document, the Company and
     its subsidiaries have good and marketable title to all real properties and
     all other properties and assets owned by them that are material to the
     Company and its subsidiaries taken as a whole, in each case free from
     liens, encumbrances and defects that would materially affect the value
     thereof or materially interfere with the use made or proposed to be made
     thereof by them; and except as disclosed in the Offering Document, the
     Company and its subsidiaries hold any leased real or personal property that
     is material to the Company and its subsidiaries taken as a whole under
     valid and enforceable leases with no exceptions that would materially
     interfere with the use made or proposed to be made thereof by them.
              (n)  The Company and its subsidiaries possess adequate
     certificates, authorities or permits issued by appropriate governmental
     agencies or bodies necessary to conduct the business now operated by them
     and have not received any notice of proceedings relating to the revocation
     or modification of any such certificate, authority or permit that, if
     determined adversely to the Company or any of its subsidiaries, would
     individually or in the aggregate have a Material Adverse Effect.
              (o)  No labor dispute with the employees of the Company or any
     subsidiary exists or, to the knowledge of the Company, is imminent that
     would reasonably be expected to have a Material Adverse Effect.





                                      -7-

              (p)  The Company and its subsidiaries own, possess or can acquire
     on reasonable terms, adequate trademarks, trade names and other rights to
     inventions, know-how, patents, copyrights, confidential information and
     other intellectual property (collectively, "intellectual property rights")
     necessary to conduct the business now operated by them, or presently
     employed by them, and have not received any notice of infringement of or
     conflict with asserted rights of others with respect to any intellectual
     property rights that, if determined adversely to the Company or any of its
     subsidiaries, would individually or in the aggregate have a Material
     Adverse Effect.

              (q)  Except as disclosed in the Offering Document, neither the
     Company nor any of its subsidiaries is in violation of any statute, rule,
     regulation, decision or order of any governmental agency or body or any
     court, domestic or foreign, relating to the use, disposal or release of
     hazardous or toxic substances or relating to the protection or restoration
     of the environment or human exposure to hazardous or toxic substances
     (collectively, "environmental laws"), owns or operates any real property
     contaminated with any substance that is subject to any environmental laws,
     is liable for any off-site disposal or contamination pursuant to any
     environmental laws, or is subject to any claim relating to any
     environmental laws, which violation, contamination, liability or claim
     would individually or in the aggregate have a Material Adverse Effect; and
     the Company is not aware of any pending investigation which might lead to
     such a claim.

              (r)  Except as disclosed in the Offering Document, there are no
     pending actions, suits or proceedings against or affecting the Company, any
     of the Company's subsidiaries or any of their respective properties that
     (i) if determined adversely to the Company or any of its subsidiaries,
     would individually or in the aggregate have a Material Adverse Effect, (ii)
     would materially and adversely affect the ability of the Company to perform
     its obligations under the Transaction Documents or (iii) are otherwise
     material in the context of the sale of the Offered Securities; and no such
     actions, suits or proceedings are, to the knowledge of the Company,
     threatened or contemplated.

              (s)  The historical financial statements included in the Offering
     Document present fairly the financial position of the Company and its
     consolidated subsidiaries as of the dates shown and their results of
     operations and cash flows for the periods shown, and such financial
     statements have been prepared in conformity with the generally accepted
     accounting principles in the United States applied on a consistent basis
     and the assumptions used in preparing the pro forma financial statements
     included in the Offering Document provide a reasonable basis for presenting
     the significant effects directly attributable to the transactions or





                                      -8-

     events described therein, the related pro forma adjustments give
     appropriate effect to those assumptions, and the pro forma columns therein
     reflect the proper application of those adjustments to the corresponding
     historical financial statement amounts.

              (t)  To our knowledge, no "nationally recognized statistical
     rating organization" as such term is defined for purposes of Rule 436(g)(2)
     under the Securities Act (i) has imposed (or has informed the Company or
     any of the Company's subsidiaries that it is considering imposing) any
     condition (financial or otherwise) on the Company's or any of the Company's
     subsidiaries retaining any rating assigned to the Company or any securities
     of the Company or any of the Company's subsidiaries or (ii) has indicated
     to the Company that it is considering (a) the downgrading, suspension or
     withdrawal of, or any review for a possible change that does not indicate
     the direction of the possible change in, any rating so assigned or (b) any
     change in the outlook for any rating of the Company or any of the Company's
     subsidiaries or any securities of the Company or any of the Company's
     subsidiaries.

              (u)  Except as disclosed in the Offering Document, since the date
     of the latest audited financial statements of the Company included in the
     Offering Document, there has been no material adverse change, nor any
     development or event involving a prospective material adverse change, in
     the financial condition, business, properties or results of operations of
     the Company and its subsidiaries taken as a whole, and, except as disclosed
     in or contemplated by the Offering Document, there has been no dividend or
     distribution of any kind declared, paid or made by the Company on any class
     of its capital stock.

              (v)  The Company is not, and following the consummation of the
     Merger, the Company will not be, an open-end investment company, unit
     investment trust or face-amount certificate company that is or is required
     to be registered under Section 8 of the Investment Company Act of 1940 (the
     "Investment Company Act"); and the Company is not and, after giving effect
     to the offering and sale of the Offered Securities, the other Transactions
     and the application of the proceeds thereof as described in the Offering
     Document, will not be an "investment company" as defined in the Investment
     Company Act.

              (w)  No securities of the same class (within the meaning of Rule
     144A(d)(3) under the Securities Act) as the Offered Securities are listed
     on any national securities exchange registered under Section 6 of the
     Securities Exchange Act of 1934 ("Exchange Act") or quoted in a U.S.
     automated inter-dealer quotation system.





                                      -9-

              (x)  Assuming the accuracy of the representations and the
     performance by the Initial Purchaser of its agreements contained herein,
     the offer and sale of the Offered Securities in the manner contemplated by
     this Agreement will be exempt from the registration requirements of the
     Securities Act by reason of Section 4(2) thereof and Regulation S
     thereunder.

              (y)  None of the Company, nor any of its respective affiliates,
     nor any person acting on its or their behalf has offered or will offer or
     sell the Offered Securities by means of any form of general solicitation or
     general advertising within the meaning of Rule 502(c) under the Securities
     Act. None of the Company nor any of the Company's subsidiaries has entered
     or will enter into any contractual arrangement with respect to the
     distribution of the Offered Securities except for this Agreement.
              (z)  The Offering Document, as of its date, contains all the
     information specified in, and meeting the requirements of, Rule 144A(d)(4)
     under the Securities Act.

          3.  PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES.  On the basis
of the representations, warranties and agreements herein contained, but subject
to the terms and conditions set forth herein, the Company agrees to sell to the
Initial Purchaser, and the Initial Purchaser agrees to purchase from the
Company, all of the Offered Securities at a purchase price of $63,624,990 in the
aggregate.

          The Company and the Initial Purchaser agree that the issue price of
the Offered Securities for U.S. Federal Income tax purposes is $916.35 per
$1,000 principal amount of Notes and $16.00 per Share.

          The Company will deliver against payment of the purchase price the
Notes in the form of one or more permanent global securities in definitive
form (the "Global Securities") deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC.  Interests in any permanent Global Securities will be held only
in book-entry form through DTC, except in the limited circumstances described in
the Offering Document.  The Company will deliver against payment of the purchase
price of the Shares, one or more certificates for the Shares in definitive form
in such denominations and registered in such names as the Initial Purchaser may
request in writing at least three full business days before the Closing Date.
Payment for the Offered Securities shall be made by the Initial Purchaser in
Federal (same day) funds by official check or checks or wire transfer to an
account at a bank acceptable to CSFBC drawn to the order of CBRE Holding, Inc.
at the office of Simpson Thacher & Bartlett, Palo Alto, California at 12:00 P.M.
(California time), on July 20, 2001, or at such other time not later than seven
full business days thereafter as CSFBC and the Company determine, such time
being herein re-





                                      -10-

ferred to as the "Closing Date", against delivery to the Trustee as custodian
for DTC of the Global Securities representing all of the Offered Securities.
The Global Securities will be made available for checking at the office of
Simpson Thacher & Bartlett, Palo Alto, California at least 24 hours prior to
the Closing Date.

          4.  REPRESENTATIONS BY INITIAL PURCHASER; RESALE BY INITIAL
PURCHASER.

              (a)  The Initial Purchaser represents and warrants to the Company
     that it is an "accredited investor" within the meaning of Regulation D
     under the Securities Act .

              (b)  The Initial Purchaser acknowledges that the Offered
     Securities have not been registered under the Securities Act and may not be
     offered or sold within the United States or to, or for the account or
     benefit of, U.S. persons except pursuant to an exemption from the
     registration requirements of the Securities Act. The Initial Purchaser
     represents and agrees that it has offered and sold the Offered Securities,
     and will offer and sell the Offered Securities, only (i) in accordance with
     Rule 144A under the Securities Act ("Rule 144A") and (ii) to a limited
     number of institutional investors reasonably believed by the Initial
     Purchaser to be "Accredited Investors" (as defined in Rule 501(a)(1), (2),
     (3) or (7) under Regulation D of the Securities Act), in private sales
     exempt from registration under the Securities Act, in each case who have
     executed or have agreed to execute the Securityholders Agreement.
     Accordingly, none of the Initial Purchaser or its affiliates, or any person
     acting on their behalf, has engaged or will engage in any directed selling
     efforts with respect to the Offered Securities, and the Initial Purchaser,
     its affiliates and all persons acting on their behalf have complied and
     will comply with the offering restrictions requirement of Rule 144A.
              (c)  The Initial Purchaser agrees that it and each of its
     affiliates has not entered and will not enter into any contractual
     arrangement with respect to the distribution of the Offered Securities
     except with the prior consent of the Company.

              (d)  The Initial Purchaser agrees that it and each of its
     affiliates will not offer or sell the Offered Securities in the United
     States by means of any form of general solicitation or general advertising
     within the meaning of Rule 502(c) under the Securities Act, including, but
     not limited to (i) any advertisement, article, notice or other
     communication published in any newspaper, magazine or similar media or
     broadcast over television or radio, or (ii) any seminar or meeting whose
     attendees have been invited by any general solicitation or general
     advertising. The Initial Purchaser agrees, with respect to resales made in
     reliance on Rule 144A of any of the Offered Securities, to deliver either
     with the confir-





                                      -11-

     mation of such resale or otherwise prior to settlement of such resale a
     notice to the effect that the resale of such Offered Securities has been
     made in reliance upon the exemption from the registration requirements of
     the Securities Act provided by Rule 144A.

              (e)  The Initial Purchaser agrees that it will not offer, sell or
     deliver any of the Offered Securities in any jurisdiction outside of the
     United States.

          5.  CERTAIN AGREEMENTS OF THE COMPANY.  The Company agrees with the
Initial Purchaser that:

              (a)  The Company will advise CSFBC promptly of any proposal to
     amend or supplement the Offering Document and will not effect such
     amendment or supplementation without CSFBC's consent, which consent shall
     not be unreasonably withheld or delayed. If, at any time prior to the
     completion of the resale of the Offered Securities by the Initial
     Purchaser, any event occurs as a result of which the Offering Document as
     then amended or supplemented would include an untrue statement of a
     material fact or omit to state any material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading, the Company promptly will notify CSFBC of such
     event and promptly will prepare, at its own expense, an amendment or
     supplement which will correct such statement or omission. Neither CSFBC's
     consent to, nor its delivery to offerees or investors of, any such
     amendment or supplement shall constitute a waiver of any of the conditions
     set forth in Section 6.

              (b)  The Company will furnish to CSFBC copies of any Offering
     Document and all amendments and supplements to any such document, in each
     case as soon as available and in such quantities as CSFBC reasonably
     requests. Subject to the terms of the Securityholders Agreement with
     respect to the Shares, at any time when the Company is not subject to
     Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish
     or cause to be furnished to CSFBC and, upon request of holders and
     prospective purchasers of the Offered Securities, to such holders and
     purchasers, copies of the additional information required to be delivered
     to holders and prospective purchasers of the Offered Securities pursuant to
     Rule 144A(d)(4) under the Securities Act (or any successor provision
     thereto) in order to permit compliance with Rule 144A in connection with
     resales by such holders of the Offered Securities (the "Additional Company
     Information"). The Company will pay the expenses of printing and
     distributing to the Initial Purchaser all such documents.





                                      -12-

              (c)  The Company will arrange for the qualification of the Offered
     Securities for sale and the determination of their eligibility for
     investment under the laws of such jurisdictions in the United States as
     CSFBC designates and will continue such qualifications in effect so long as
     required for the resale of the Offered Securities by the Initial Purchaser;
     provided, however, that the Company will not be required to qualify as a
     foreign corporation or to file a general consent to service of process or
     to subject itself to taxation in respect of doing business in any such
     state where it is not then required to be so qualified or subject to
     taxation.

              (d)  During the period of three years hereafter, the Company will
     furnish to CSFBC as soon as practicable after the end of each fiscal year,
     a copy of its annual report to shareholders for such year; and the Company
     will furnish to CSFBC, as soon as available, a copy of each report and any
     definitive proxy statement of it filed with the Commission under the
     Exchange Act or mailed to holders of Offered Securities or of any
     securities of the Company which have been registered under Section 12 of
     the Exchange Act.

              (e)  During the period of two years after the Closing Date, the
     Company will, upon request, furnish to CSFBC, and upon request, furnish to
     any holder of Offered Securities, a copy of the restrictions on transfer
     applicable to the Offered Securities.

              (f)  During the period of two years after the Closing Date, the
     Company will not and will not permit any of its affiliates (as defined in
     Rule 144 under the Securities Act) to, resell any of the Offered Securities
     that have been reacquired by any of them.

              (g)  During the period of two years after the Closing Date, the
     Company will not become an open-end investment company, unit investment
     trust or face-amount certificate company that is or is required to be
     registered under Section 8 of the Investment Company Act.

              (h)  The Company will pay all expenses of the Company and its
     subsidiaries incidental to the performance of the obligations of the
     Company and the Company's subsidiaries under this Agreement, the Indenture,
     the Registration Rights Agreement, the Anti-Dilution Agreement, the
     Securityholders Agreement and the other Transaction Documents, including
     (i) the fees and expenses of counsel and accountants for the Company, and
     of the Trustee and its professional advisers; provided, however, that the
     Company shall not be responsible for the payment of fees and expenses of
     Arthur Anderson LLP, to the extent attributable to the preparation and
     delivery of a comfort letter to the Initial Purchaser; (ii) all ex-





                                      -13-

     penses in connection with the execution, issue, authentication, packaging
     and initial delivery of the Offered Securities and, as applicable, the
     Exchange Securities, and the printing of the Offering Document and
     amendments and supplements thereto, and any other document relating to the
     issuance, offer, sale and delivery of the Offered Securities and as
     applicable, the Exchange Securities; (iii) the cost of listing the Offered
     Securities and qualifying the Offered Securities for trading in The
     PortalSM Market ("PORTAL") and any expenses incidental thereto; (iv) the
     cost of any advertising approved by the Company in connection with the
     issue of the Offered Securities; and (v) expenses incurred in printing and
     distributing any Offering Document (including any amendments and
     supplements thereto) to or at the direction of the Initial Purchaser. In
     addition, the Company will pay the reasonable fees and expenses of Cahill
     Gordon & Reindel, special counsel to the Initial Purchaser. Each party will
     pay its own expenses in connection with attending or hosting meetings with
     prospective purchasers of the Offered Securities from the Initial
     Purchaser.

              (i)  In connection with the offering, until CSFBC shall have
     notified the Company of the completion of the resale of the Offered
     Securities, none of the Company or any of its respective affiliates has or
     will, either alone or with one or more other persons, bid for or purchase
     for any account in which it or any of its affiliates has a beneficial
     interest any Offered Securities or attempt to induce any person to purchase
     any Offered Securities; and none of them nor any of their affiliates will
     make bids or purchases for the purpose of creating actual, or apparent,
     active trading in, or of raising the price of, the Offered Securities.

              (j)  For a period of 120 days after the date of the initial
     offering of the Offered Securities by the Initial Purchaser, except as
     described in the section entitled "The Transactions" in the Offering
     Document, the Company will not offer, sell, contract to sell, pledge or
     otherwise dispose of, directly or indirectly, any United States dollar-
     denominated debt securities issued or guaranteed by the Company and having
     a maturity of more than one year from the date of issue. The Company will
     not at any time offer, sell, contract to sell, pledge or otherwise dispose
     of, directly or indirectly, any securities under circumstances where such
     offer, sale, pledge, contract or disposition would cause the exemption
     afforded by Section 4(2) of the Securities Act to cease to be applicable to
     the offer and sale of the Offered Securities.

              (k)  The Company will use the net proceeds from the sale of the
     Offered Securities in substantially the manner described in the Offering
     Document under the caption "Use of Proceeds".





                                      -14-

              (l)  None of the Company or any of its subsidiaries will sell,
     offer for sale or solicit offers to buy or otherwise negotiate in respect
     of any security (as defined in the Securities Act) that would be integrated
     with the sale of the Offered Securities in a manner that would require the
     registration under the Securities Act of the sale to the Initial Purchaser
     of the Offered Securities or to take any other action that would result in
     the resale of the Offered Securities not being exempt from registration
     under the Securities Act.

              (m)  None of the Company or any of its subsidiaries will take,
     directly or indirectly, any action designed to, or that might reasonably be
     expected to, cause or result in stabilization or manipulation of the price
     of any security of the Company to facilitate the resale of the Offered
     Securities. Except as permitted by the Securities Act, the Company will not
     distribute any (i) preliminary offering memorandum or offering memorandum,
     including without limitation, the Offering Document, or (ii) other offering
     material in connection with the offering and sale of the Offered
     Securities.

              (n)  On the Closing Date, the Company shall deliver to the Initial
     Purchaser Secretary's Certificates reasonably satisfactory to the Initial
     Purchaser which shall include the following documents with respect to the
     Company and each of the Company's U.S. subsidiaries: (1) certificates of
     incorporation or formation, as applicable, (2) by-laws or other similar
     governing documents, (3) resolutions and (4) certificates of good standing
     and/or qualification to do business as a foreign corporation in such
     jurisdictions as the Initial Purchaser may reasonably request.

              (o)  On the Closing Date, the Company shall cause the Initial
     Purchaser to receive a copy of the opinions delivered in connection with
     the consummation of the Credit Agreement, which opinions shall expressly
     state that the Initial Purchaser is justified in relying upon the opinions
     therein.

          6.  CONDITIONS TO THE OBLIGATIONS OF THE INITIAL PURCHASER.  The
obligations of the Initial Purchaser to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of officers of the Company made pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions precedent:

              (a)  The Initial Purchaser shall have received a letter, dated the
     date of this Agreement, of Arthur Andersen LLP in a form satisfactory to
     the Initial Purchaser in all respects.





                                      -15-

              (b)  Subsequent to the execution and delivery of this Agreement,
     there shall not have occurred (i) a change in U.S. or international
     financial, political or economic conditions or currency exchange rates or
     exchange controls that would, in the reasonable judgment of CSFBC, be
     likely to prejudice materially the success of the proposed issue, sale or
     distribution of the Offered Securities, whether in the primary market or in
     respect of dealings in the secondary market, or (ii) (A) any change, or any
     development or event involving a prospective change, in the financial
     condition, business, properties or results of operations of the Company or
     its subsidiaries which, in the reasonable judgment of CSFBC, is material
     and adverse and makes it impractical or inadvisable to proceed with
     completion of the offering or the sale of and payment for the Offered
     Securities; (B) any downgrading in the rating of any debt securities of the
     Company by any "nationally recognized statistical rating organization" (as
     defined for purposes of Rule 436(g) under the Securities Act), or any
     public announcement that any such organization has under surveillance or
     review its rating of any debt securities of the Company (other than an
     announcement with positive implications of a possible upgrading, and no
     implication of a possible downgrading, of such rating); (C) any suspension
     or limitation of trading in securities generally on the New York Stock
     Exchange, or any setting of minimum prices for trading on such exchange, or
     any suspension of trading of any securities of the Company on any exchange
     or in the over-the-counter market; (D) any banking moratorium declared by
     U.S. Federal or New York authorities; or (E) any outbreak or escalation of
     major hostilities in which the United States is involved, any declaration
     of war by Congress or any other substantial national or international
     calamity or emergency if, in the judgment of CSFBC, the effect of any such
     outbreak, escalation, declaration, calamity or emergency makes it
     impractical or inadvisable to proceed with completion of the offering or
     sale of and payment for the Offered Securities.

              (c)  There shall exist at and as of the Closing Date no condition
     that would constitute a default (or an event that with notice or lapse of
     time, or both, would constitute a default) under any Transaction Agreement
     as in effect or as in draft form at the Closing Date.

              (d)  The Initial Purchaser shall have received an opinion and a
     letter, each dated the Closing Date, of Simpson Thacher & Bartlett, counsel
     to the Company, substantially in the form of Exhibit A attached hereto. The
     Initial Purchaser shall have received an opinion, dated the Closing Date,
     of Walter Stafford, Esq., Senior Vice President, Secretary and General
     Counsel of CBRESI, substantially in the form of Exhibit B attached hereto.





                                      -16-

              (e)  The Initial Purchaser shall have received (i) a letter from
     Cravath Swaine & Moore, counsel for the Initial Purchaser, dated the
     Closing Date and in form and substance reasonably satisfactory to the
     Initial Purchaser and (ii) an opinion and a letter from Cahill Gordon &
     Reindel, special counsel for the Initial Purchaser, each dated the Closing
     Date, as to the validity of the Securities and in form and substance
     reasonably satisfactory to the Initial Purchaser.

              (f)  The Initial Purchaser shall have received a certificate,
     dated the Closing Date, of the Chief Executive Officer or any Vice
     President and a principal financial or accounting officer of the Company in
     which such officers, to the best of their knowledge after reasonable
     investigation, shall state that the representations and warranties made by
     the Company in this Agreement are true and correct and that, subsequent to
     the respective date of the most recent financial statements in the Offering
     Document, there has been no material adverse change, nor any development or
     event involving a prospective material adverse change, in the financial
     condition, business, properties or results of operations of the Company and
     its subsidiaries taken as a whole except as set forth in or contemplated by
     the Offering Document or as described in such certificate.

              (g)  The Initial Purchaser shall have received a letter, dated the
     Closing Date, of Arthur Anderson LLP which meets the requirements of
     subsection (a) of this Section, except that the specified date referred to
     in such subsection will be a date not more than three days prior to the
     Closing Date for the purposes of this subsection.

              (h)  Substantially concurrent with the closing in respect of the
     Offered Securities, the Merger shall be consummated and the proceeds from
     the sale of the BLUM CB Corp. 11 1/4% Senior Subordinated Notes due June
     15, 2011 shall be released from escrow.

              (i)  The Company and the Trustee shall have entered into the
     Indenture and you shall have received counterparts, conformed as executed,
     thereof.

              (j)  The Company shall have entered into the Notes Registration
     Rights Agreement and you shall have received counterparts, conformed as
     executed, thereof.

              (k)  The Company shall have entered into the Anti-Dilution
     Agreement and you shall have received counterparts, conformed as executed,
     thereof.





                                      -17-

              (l)  The Company shall have entered into the Securityholders
     Agreement and you shall have received counterparts, conformed as executed,
     thereof.

              (m)  The Notes shall have been designated PORTAL securities in
     accordance with the rules and regulations adopted by the NASD relating to
     trading in the PORTAL market.

              (n)  On or prior to the Closing Date, the Company shall have
     provided to the Initial Purchaser and counsel to the Initial Purchaser
     copies of all Transaction Documents executed and delivered on or prior to
     such date, including but not limited to legal opinions relating to the
     Transactions.

              (o)  On or prior to the Closing Date, the Company shall have paid
     in full all fees and expenses owing pursuant to the Commitment Letter dated
     February 23, 2001, as amended through the Closing Date, between DLJ
     Investment Funding II, L.P. and CBRE Holding, Inc.

          7.  INDEMNIFICATION AND CONTRIBUTION.

              (a)  The Company will indemnify and hold harmless the Initial
     Purchaser, its partners, directors and officers and each person, if any,
     who controls the Initial Purchaser within the meaning of Section 15 of the
     Securities Act, against any losses, claims, damages or liabilities, joint
     or several, to which the Initial Purchaser may become subject, under the
     Securities Act or the Exchange Act or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon any breach of any untrue statement or alleged untrue
     statement of any material fact contained in the Offering Document, or any
     amendment or supplement thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, including any losses, claims,
     damages or liabilities arising out of or based upon the Company's failure
     to perform its obligations under Section 5(a) of this Agreement, and will
     reimburse the Initial Purchaser for any legal or other expenses reasonably
     incurred by the Initial Purchaser in connection with investigating or
     defending any such loss, claim, damage, liability or action as such
     expenses are incurred; provided, however, that the Company will not be
     liable in any such case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon an untrue statement or alleged
     untrue statement in or omission or alleged omission from any of such
     documents in reliance upon and in conformity with written information
     furnished to the Company by the Initial Purchaser specifically for use
     therein, it being understood and agreed that the only such information
     consists of the information described as such in subsection (b) below.





                                      -18-

              (b)  The Initial Purchaser will indemnify and hold harmless the
     Company, its directors and officers and each person, if any, who controls
     the Company within the meaning of Section 15 of the Securities Act, against
     any losses, claims, damages or liabilities to which the Company may become
     subject, under the Securities Act or the Exchange Act or otherwise, insofar
     as such losses, claims, damages or liabilities (or actions in respect
     thereof) arise out of or are based upon any untrue statement or alleged
     untrue statement of any material fact contained in the Offering Document or
     any amendment or supplement thereto or arise out of or are based upon the
     omission or the alleged omission to state therein a material fact necessary
     in order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, in each case to the extent, but
     only to the extent, that such untrue statement or alleged untrue statement
     or omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by CSFBC specifically for
     use therein, and will reimburse any legal or other expenses reasonably
     incurred by the Company in connection with investigating or defending any
     such loss, claim, damage, liability or action as such expenses are
     incurred, it being understood and agreed that the only such information
     furnished by the Initial Purchaser consists of (i) the following
     information in the Offering Document: under the caption "Plan of
     Distribution", the seventh, eighth, ninth, tenth and eleventh paragraphs,
     and the fourth sentence of the sixth paragraph; provided, however, that the
     Initial Purchaser shall not be liable for any losses, claims, damages or
     liabilities arising out of or based upon the Company's failure to perform
     its obligations under Section 5(a) of this Agreement.

              (c)  Promptly after receipt by an indemnified party under this
     Section of notice of the commencement of any action, such indemnified party
     will, if a claim in respect thereof is to be made against the indemnifying
     party under subsection (a) or (b) above, notify the indemnifying party of
     the commencement thereof; but the omission so to notify the indemnifying
     party will not relieve it from any liability which it may have to any
     indemnified party otherwise than under subsection (a) or (b) above. In case
     any such action is brought against any indemnified party and it notifies
     the indemnifying party of the commencement thereof, the indemnifying party
     will be entitled to participate therein and, to the extent that it may
     wish, jointly with any other indemnifying party similarly notified, to
     assume the defense thereof, with counsel reasonably satisfactory to such
     indemnified party (who shall not, except with the consent of the
     indemnified party, be counsel to the indemnifying party), and after notice
     from the indemnifying party to such indemnified party of its election so to
     assume the defense thereof, the indemnifying party will not be liable to
     such indemnified party under this Section for any legal or other expenses
     subsequently incurred by such indemnified party in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the prior written consent of the
     indemnified party, effect any settlement of any pending or threatened
     action in respect of which any indemnified party is or could have been a
     party





                                      -19-

     and indemnity could have been sought hereunder by such indemnified party
     unless such settlement includes an unconditional release of such
     indemnified party from all liability on any claims that are the subject
     matter of such action and does not include a statement as to or an
     admission of fault, culpability or failure to act by or on behalf of any
     indemnified party.

              (d)  If the indemnification provided for in this Section is
     unavailable or insufficient to hold harmless an indemnified party under
     subsection (a) or (b) above, then each indemnifying party shall contribute
     to the amount paid or payable by such indemnified party as a result of the
     losses, claims, damages or liabilities referred to in subsection (a) or (b)
     above (i) in such proportion as is appropriate to reflect the relative
     benefits received by the Company on the one hand and the Initial Purchaser
     on the other from the offering of the Offered Securities or (ii) if the
     allocation provided by clause (i) above is not permitted by applicable law,
     in such proportion as is appropriate to reflect not only the relative
     benefits referred to in clause (i) above but also the relative fault of the
     Company on the one hand and the Initial Purchaser on the other in
     connection with the statements or omissions which resulted in such losses,
     claims, damages or liabilities as well as any other relevant equitable
     considerations. The relative benefits received by the Company on the one
     hand and the Initial Purchaser on the other shall be deemed to be in the
     same proportion as the total net proceeds from the offering (before
     deducting expenses) received by the Company bear to the total discounts and
     commissions received by the Initial Purchaser from the Company under this
     Agreement. The relative fault shall be determined by reference to, among
     other things, whether the untrue or alleged untrue statement of a material
     fact or the omission or alleged omission to state a material fact relates
     to information supplied by the Company or the Initial Purchaser and the
     parties' relative intent, knowledge, access to information and opportunity
     to correct or prevent such untrue statement or omission. The amount paid by
     an indemnified party as a result of the losses, claims, damages or
     liabilities referred to in the first sentence of this subsection (d) shall
     be deemed to include any legal or other expenses reasonably incurred by
     such indemnified party in connection with investigating or defending any
     action or claim which is the subject of this subsection (d).
     Notwithstanding the provisions of this subsection (d), the Initial
     Purchaser shall not be required to contribute any amount in excess of the
     amount by which the total discounts and commissions received by the Initial
     Purchaser exceeds the amount of any damages which the Initial Purchaser
     would have otherwise been required to pay by reason of such untrue or
     alleged untrue statement or omission or alleged omission.

              (e)  The obligations of the Company under this Section shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each person, if any, who
     controls such Initial Purchaser within the meaning of the Securities Act or
     the Exchange Act; and the obligations





                                      -20-

     of the Initial Purchaser under this Section shall be in addition to any
     liability which the Initial Purchaser may otherwise have and shall extend,
     upon the same terms and conditions, to each person, if any, who controls
     the Company within the meaning of the Securities Act or the Exchange Act.

          8.  SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company or any of its officers and of the Initial Purchaser
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of the Initial Purchaser, the Company or any of its
respective representatives, officers or directors or any controlling person, and
will survive delivery of and payment for the Offered Securities. If for any
reason the purchase of the Offered Securities by the Initial Purchaser is not
consummated, the Company and the Initial Purchaser shall remain responsible for
their respective expenses to be paid or reimbursed by them pursuant to Section
5(h), except that the Company shall not be responsible for the fees and expenses
of counsel to the Initial Purchaser, and the respective obligations of the
Company and the Initial Purchaser pursuant to Section 7 shall remain in effect.

          9.  NOTICES.  All communications hereunder will be in writing and, if
sent to the Initial Purchaser, will be mailed, delivered or telegraphed and
confirmed to the Initial Purchaser at Eleven Madison Avenue, New York, New York
10010-3629, Attention: Investment Banking Department - Transactions Advisory
Group, or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at CBRE Holding, Inc., 909 Montgomery Street, Suite 400, San
Francisco, California 94133, Attention: Claus Moller.

          10.  SUCCESSORS.  This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such
holders were parties thereto.

          11.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

          12.  APPLICABLE LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.





                                      -21-

          If the foregoing is in accordance with the Initial Purchaser's
understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it will become a binding agreement between the
Company and the Initial Purchaser in accordance with its terms.

                              Very truly yours,

                              CBRE HOLDING, INC.

                              By:  /s/ Claus J. Moller
                                  --------------------------------
                                  Name: Claus J. Moller
                                  Title: President



The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.

Credit Suisse First Boston Corporation

By:  /s/ Malcolm Price
   -------------------------------------------
   Name: Malcolm Price
   Title: Managing Director

EX-16

                                                              Exhibit 16

                                                        Execution Copy


                                 $229,000,000

                                 BLUM CB CORP.

                  11 1/4% Senior Subordinated Notes Due 2011


                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------

                                                               May 31, 2001
Credit Suisse First Boston Corporation
Credit Lyonnais Securities (USA) Inc.
HSBC Securities (USA) Inc.
Scotia Capital (USA) Inc.
c/o Credit Suisse First Boston Corporation
     Eleven Madison Avenue
         New York, New York 10010-3629

Dear Sirs:

         BLUM CB Corp., a Delaware corporation (the "Issuer"), proposes to
issue and sell to Credit Suisse First Boston Corporation ("CSFBC"), HSBC
Securities (USA) Inc., Credit Lyonnais Securities (USA) Inc. and Scotia
Capital (USA) Inc. (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement of even date herewith (the "Purchase Agreement"),
$229,000,000 aggregate principal amount of its 11 1/4% Senior Subordinated
Notes Due 2011 to be guaranteed by the CBRE Holding, Inc. (the "Parent
Guarantor") on the issue date (the "Notes"). The Notes will be issued
pursuant to an Indenture, dated as of June 7, 2001 (the "Indenture"), among
the Issuer, the Parent Guarantor and State Street Bank and Trust Company of
California, N.A., as trustee (the "Trustee"). As part of the Transactions (as
defined in the Purchase Agreement), the Issuer will merge with and into CB
Richard Ellis Services, Inc., with CB Richard Ellis Services, Inc. as the
surviving corporation in such merger (the "Merger"). If the Merger and the
other Transactions are consummated on or before the 75th day after the
closing of the offering of the Notes, CB Richard Ellis Services, Inc. and
its subsidiaries that are guarantors ("Subsidiary Guarantors") under the
Credit Agreement to be entered into concurrently with the consummation of
the Merger will (1) execute counterparts to this Agreement and the Purchase
Agreement, which will cause the obligations of the Issuer under this
Agreement and the Purchase Agreement which survive past the closing date of
the Merger to be contractually assumed by CB Richard Ellis Services, Inc.
and the Subsidiary Guarantors and (2) enter into a supplemental indenture
relating to the Indenture, which will cause the obligations of the Issuer to
be assumed by CB Richard Ellis Services, Inc. and to be guaranteed on an
unconditional senior subordinated basis by the Subsidiary Guarantors (the
"Subsidiary Guaranties"). If the Merger and the other Transactions are not
consummated on or before the 75th day after the closing of the offering of
the Notes or the Merger Agreement (as defined in the Purchase Agreement) is
terminated at any time prior thereto, the Issuer will redeem the Notes at
a redemption price equal to 100% of the accreted value of the Notes plus
accrued and unpaid interest to the date of redemption. As used herein,
the "Company" refers to the Issuer and the Parent Guarantor before the
Merger and to CB Richard Ellis Services, Inc., the Parent Guarantor and
the Subsidiary Guarantors after the Merger. The "Initial Securities" refers
to the Notes (which term includes the notes and the guaranty by the Parent
Guarantor) before the Merger and the Notes, the Parent Guaranty and the
Subsidiary Guaranties after the Merger.





         As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the Initial Purchasers, for
the benefit of the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined
below) and the Private Exchange Securities (as defined below) (collectively,
the "Holders"), as follows:

         1. Registered Exchange Offer. Unless not permitted by applicable
law (after the Company has complied with the ultimate paragraph of this
Section 1), the Company shall prepare and, not later than 90 days (such
90th day being a "Filing Deadline") after the date on which the Merger is
consummated (the "Merger Date"), file with the Securities and Exchange
Commission (the "Commission") a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act of
1933, as amended (the "Securities Act"), with respect to a proposed offer
(the "Registered Exchange Offer") to the Holders of Transfer Restricted
Securities (as defined in Section 6 hereof), who are not prohibited by any
law or policy of the Commission from participating in the Registered Exchange
Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities of the
Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the
"Exchange Securities"). The Company shall use its reasonable best efforts
to (i) cause such Exchange Offer Registration Statement to become effective
under the Securities Act within 180 days after the Merger Date (such 180th
day being an "Effectiveness Deadline") and (ii) keep the Exchange Offer
Registration Statement effective for not less than 20 business days (or
longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period being called
the "Exchange Offer Registration Period").

         If the Company commences the Registered Exchange Offer, the Company
(i) will be entitled to consummate the Registered Exchange Offer 20 business
days after such commencement (provided that the Company has accepted all the
Initial Securities theretofore validly tendered in accordance with the terms
of the Registered Exchange Offer) and (ii) will be required to consummate the
Registered Exchange Offer no later than 40 days after the date on which the
Exchange Offer Registration Statement is declared effective (such 40th day
being the "Consummation Deadline").

         Following the declaration of the effectiveness of the Exchange
Offer Registration Statement, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder of Transfer Restricted Securities
electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the
meaning of the Securities Act, acquires the Exchange Securities in the
ordinary course of such Holder's business and has no arrangements with
any person to participate in the distribution of the Exchange Securities
and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions
under the securities laws of the several states of the United States.

         The Company acknowledges that, pursuant to current interpretations
by the Commission's staff of Section 5 of the Securities Act, in the absence
of an applicable exemption therefrom, (i) each Holder which is a broker-
dealer electing to exchange Initial Securities, acquired for its own account
as a result of market making activities or other trading activities, for
Exchange Securities (an "Exchanging Dealer"), is required to deliver a
 prospectus containing the information set forth in (a) Annex A hereto on
the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and
the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the
"Plan of Distribution" section of such prospectus in connection with a sale
of any such Exchange Securities received by such Exchanging Dealer pursuant
to the Registered Exchange Offer and (ii) an Initial Purchaser that elects
to sell Securities (as defined below) acquired in exchange for Initial
Securities constituting any portion of an unsold allotment, is required
to deliver a prospectus containing the information required by Items 507 or
508 of Regulation S-K under the Securities Act, as applicable, in connection
with such sale.

         The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement
the prospectus contained therein, in order to permit such prospectus to be
lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons
must comply with such requirements in order to resell the Exchange
Securities; provided, however, that (i) in the case where such prospectus
and any amendment or supplement thereto must be delivered by an Exchanging
Dealer or an Initial Purchasers, such period shall be the lesser of 180
days and the date on which all Exchanging Dealers and the Initial Purchasers
have sold all





                                       2


Exchange Securities held by them (unless such period is extended pursuant
to Section 3(j) below) and (ii) the Company shall make such prospectus and
any amendment or supplement thereto available to any broker-dealer for use
in connection with any resale of any Exchange Securities for a period of
not less than 180 days after the consummation of the Registered Exchange
Offer. Notwithstanding the foregoing, the Company shall not be obligated to
keep the Exchange Offer Registration Statement continuously effective to
the extent set forth above if the Company determines, in its reasonable
judgment, upon advice of counsel, that the continued effectiveness and
usability of the Exchange Offer Registration Statement would (i) require
the disclosure of material information, which the Company or any of its
subsidiaries has a bona fide business reason for preserving as confidential
or (ii) interfere with any existing or prospective financing, acquisition,
corporate reorganization or other material business situation, transaction
or negotiation involving the Company or any of its subsidiaries; provided,
however, that the failure to keep the Exchange Offer Registration Statement
effective and usable for such reason shall last no longer than 20 days
(whereafter Additional Interest (as defined in Section 6(a)) shall accrue
and be payable until the Exchange Offer Registration Statement becomes
effective and usable) and shall in no event occur during the first 30 days
after the Exchange Offer Registration Statement becomes effective. In the
event that the Company does not keep the Exchange Offer Registration
Statement continuously effective as provided in the immediately preceding
sentence, the number of days during which the Exchange Offer Registration
Statement is not continuously effective, which shall include the date the
Company gives notice that the Exchange Offer Registration Statement is no
longer effective, shall be added on to, and therefore extend, the period
during which the Company is obligated to use its reasonable best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein.

         If, upon consummation of the Registered Exchange Offer, any
Initial Purchaser holds Initial Securities acquired by it as part of its
initial distribution, the Company, simultaneously with the delivery of the
Exchange Securities pursuant to the Registered Exchange Offer, shall issue
and deliver to such Initial Purchaser upon the written request of such
Initial Purchaser, in exchange (the "Private Exchange") for the Initial
Securities held by such Initial Purchaser, a like principal amount of debt
securities of the Company issued under the Indenture and identical in all
material respects to the Initial Securities (the "Private Exchange
Securities"). The Initial Securities, the Exchange Securities and the
Private Exchange Securities are herein collectively called the "Securities".

         In connection with the Registered Exchange Offer, the Company shall:
                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;
                  (b) keep the Registered Exchange Offer open for not less than
         20 business days (or longer, if required by applicable law) after the
         date notice thereof is mailed to the Holders;
                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York, which may be the Trustee or an affiliate of the Trustee;
                  (d) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last business day
         on which the Registered Exchange Offer shall remain open; and
                  (e) otherwise comply with all applicable laws.
         As soon as practicable after the close of the Registered Exchange
         Offer or the Private Exchange, as the case may be, the Company shall:
                  (x) accept for exchange all the Securities validly tendered
         and not withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;
                  (y) deliver to the Trustee for cancellation all the Initial
         Securities so accepted for exchange; and


                                       3





                  (z) cause the Trustee to authenticate and deliver promptly to
         each Holder of the Initial Securities, Exchange Securities or Private
         Exchange Securities, as the case may be, equal in principal amount to
         the Initial Securities of such Holder so accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Initial Securities surrendered in exchange therefor or, if no interest has
been paid on the Initial Securities, from the date of original issue of the
Initial Securities.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any person to participate in
the distribution of the Securities or the Exchange Securities within the
meaning of the Securities Act, (iii) such Holder is not an "affiliate," as
defined in Rule 405 of the Securities Act, of the Company or if it is an
affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if
such Holder is a broker-dealer, that it will receive Exchange Securities for
its own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and that it
will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto
and any prospectus forming part thereof and any supplement thereto complies
in all material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         2. Shelf Registration. If, (i) applicable interpretations of the
staff of the Commission do not permit the Company to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered
Exchange Offer is not consummated by the 220th day after the Merger Date,
(iii) any Initial Purchaser so requests with respect to the Initial Securities
(or the Private Exchange Securities) not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than
an Exchanging Dealer) is prohibited by law or Commission policy from
participating in the Registered Exchange Offer or, in the case of any Holder
(other than an Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder does not receive freely tradeable Exchange Securities on
the date of the exchange and any such Holder so requests, the Company shall
take the following actions (the date on which any of the conditions described
in the foregoing clauses (i) through (iv) occur, including in the case of
clauses (iii) or (iv) the receipt of the required notice, being a "Trigger
Date"):

                  (a) The Company shall as promptly as practicable (but in no
         event more than 90 days after the Trigger Date (such 90th day being a
         "Filing Deadline")) file with the Commission and thereafter use its
         reasonable best efforts to cause to be declared effective: in the case
         of clause (i), no later than 180 days after the Merger Date and, in the
         case of clauses (ii) through (iv), no later than 90th date after the
         Trigger Date (such 180th day after the Merger Date in the case of
         clause (i), or such 90th day after the Trigger Date in the case of
         clauses (ii) through (iv) being an "Effectiveness Deadline") a
         registration statement (the "Shelf Registration Statement" and,
         together with the Exchange Offer Registration Statement, a
         "Registration Statement") on an appropriate form under the Securities
         Act relating to the offer and sale of the Transfer Restricted


                                       4





         Securities by the Holders thereof from time to time in accordance with
         the methods of distribution set forth in the Shelf Registration
         Statement and Rule 415 under the Securities Act (hereinafter, the
         "Shelf Registration"); provided, however, that no Holder (other than an
         Initial Purchaser) shall be entitled to have the Securities held by it
         covered by such Shelf Registration Statement unless such Holder agrees
         in writing to be bound by all the provisions of this Agreement
         applicable to such Holder.

                  (b) The Company shall use its reasonable best efforts to keep
         the Shelf Registration Statement continuously effective in order to
         permit the prospectus included therein to be lawfully delivered by the
         Holders of the relevant Securities, for a period of two years (or for
         such longer period if extended pursuant to Section 3(j) below) from the
         date of its effectiveness or such shorter period that will terminate
         when all the Securities covered by the Shelf Registration Statement (i)
         have been sold pursuant thereto or (ii) are no longer restricted
         securities (as defined in Rule 144 under the Securities Act, or any
         successor rule thereof) provided, however, the Company shall not be
         obligated to keep the Shelf Registration Statement continuously
         effective to the extent set forth below if (i) the Company determines,
         in its reasonable judgment, upon advice of counsel, that the continued
         effectiveness and usability of the Shelf Registration statement would
         (x) require the disclosure of material information, which the Company
         or any of its subsidiaries has a bona fide business reason for
         preserving as confidential or (y) interfere with any financing,
         acquisition, corporate reorganization or other material transaction
         involving the Company or any of its subsidiaries, provided that the
         failure to keep the Shelf Registration Statement effective and usable
         for offers and sales of Securities for the reasons set forth in clauses
         (x) and (y) above shall last no longer than 60 days in any 12- month
         period (whereafter Additional Interest (as defined in Section 6(a))
         shall accrue and be payable until the Shelf Registration Statement
         becomes effective and usable) and (ii) the Company promptly thereafter
         complies with the requirements of Section 3(j) hereof, if applicable;
         provided, further, that the number of days of any actual Suspension
         Period (as hereinafter defined) shall be added on to, and therefore
         extend, the two-year period specified above. Any such period during
         which the Company is excused from keeping the Shelf Registration
         Statement effective and usable for offers and sales of securities is
         referred to herein as a "Suspension Period." A Suspension Period shall
         commence on and include the date that the Company gives notice that the
         Shelf Registration Statement is no longer effective or the prospectus
         included therein is no longer usable for offers and sales of Securities
         and shall end on the earlier to occur of (1) the date on which each
         seller of Securities covered by the Shelf Registration Statement either
         receives the copies of the supplemented or amended prospectus
         contemplated by Section 3(j) hereof or is advised in writing by the
         Company that the use of the prospectus may be resumed and (2) the
         expiration of 60 days in any 12-month period during which one or more
         Suspension Periods has been in effect. The Company shall be deemed not
         to have used its reasonable best efforts to keep the Shelf Registration
         Statement effective during the requisite period if it voluntarily takes
         any action that would result in Holders of Securities covered thereby
         not being able to offer and sell such Securities during that period,
         unless such action is (A) required by applicable law or (B) permitted
         by this paragraph.

                  (c) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement, (i) to comply in all material respects with the applicable
         requirements of the Securities Act and the rules and regulations of the
         Commission and (ii) not to contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading.

         3.  Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that an
         Initial Purchaser (with respect to any portion of an unsold allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf Registration Statement, the Company shall use its

                                       5





         reasonable best efforts to reflect in each such document, when so filed
         with the Commission, such comments as such Initial Purchaser reasonably
         may propose; (ii) include the information set forth in Annex A hereto
         on the cover, in Annex B hereto in the "Exchange Offer Procedures"
         section and the "Purpose of the Exchange Offer" section and in Annex C
         hereto in the "Plan of Distribution" section of the prospectus forming
         a part of the Exchange Offer Registration Statement and include the
         information set forth in Annex D hereto in the Letter of Transmittal
         delivered pursuant to the Registered Exchange Offer; (iii) if requested
         by an Initial Purchaser, include the information required by Items 507
         or 508 of Regulation S-K under the Securities Act, as applicable, in
         the prospectus forming a part of the Exchange Offer Registration
         Statement; (iv) include within the prospectus contained in the Exchange
         Offer Registration Statement a section entitled "Plan of Distribution,"
         reasonably acceptable to the Initial Purchasers, which shall contain a
         summary statement of the positions taken or policies made by the staff
         of the Commission with respect to the potential "underwriter" status of
         any broker-dealer that is the beneficial owner (as defined in Rule 13d-
         3 under the Securities Exchange Act of 1934, as amended (the "Exchange
         Act")) of Exchange Securities received by such broker-dealer in the
         Registered Exchange Offer (a "Participating Broker-Dealer"), whether
         such positions or policies have been publicly disseminated by the staff
         of the Commission or such positions or policies, in the reasonable
         judgment of the Initial Purchasers based upon advice of counsel (which
         may be in-house counsel), represent the prevailing views of the staff
         of the Commission; and (v) in the case of a Shelf Registration
         Statement, include the names of the Holders who propose to sell
         Securities pursuant to the Shelf Registration Statement as selling
         securityholders.

                  (b) The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and any Participating
         Broker-Dealer from whom the Company has received prior written notice
         that it will be a Participating Broker-Dealer in the Registered
         Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall
         be accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

                           (i)   when the Registration Statement or any
                  amendment thereto has been filed with the Commission and when
                  the Registration Statement or any post-effective amendment
                  thereto has become effective;

                           (ii)  of any request by the Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv)  of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v)   of the happening of any event that requires the
                  Company to make changes in the Registration Statement or the
                  prospectus in order that the Registration Statement or the
                  prospectus do not contain an untrue statement of a material
                  fact nor omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in the
                  case of the prospectus, in light of the circumstances under
                  which they were made) not misleading.

                  (c) The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time, of any order suspending
         the effectiveness of the Registration Statement.

                  (d) The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, without charge,
         at least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto (including those, if any, incorporated by reference).

                                       6





                  (e) The Company shall deliver to each Exchanging Dealer and
         each Initial Purchaser, and to any other Holder who so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including financial
         statements and schedules, and, if any Initial Purchaser or any such
         Holder requests, all exhibits thereto (including those incorporated by
         reference).

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities included within the coverage of
         the Shelf Registration, without charge, as many copies of the
         prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request. The Company consents, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by each of the selling Holders of the
         Securities in connection with the offering and sale of the Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                  (g) The Company shall deliver to each Initial Purchaser, any
         Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by any
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection with the offering and sale of
         the Exchange Securities covered by the prospectus, or any amendment or
         supplement thereto, included in such Exchange Offer Registration
         Statement.

                  (h) Prior to any public offering of the Securities pursuant to
         any Registration Statement the Company shall use its reasonable best
         efforts to register or qualify or cooperate with the Holders of the
         Securities included therein and their respective counsel in connection
         with the registration or qualification of the Securities for offer and
         sale under the securities or "blue sky" laws of such states of the
         United States as any Holder of the Securities reasonably requests in
         writing and do any and all other acts or things necessary or advisable
         to enable the offer and sale in such jurisdictions of the Securities
         covered by such Registration Statement; provided, however, that the
         Company shall not be required to (i) qualify generally to do business
         in any jurisdiction where it is not then so qualified or (ii) take any
         action which would subject it to general service of process or to
         taxation in any jurisdiction where it is not then so subject.

                  (i) The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as the Holders may request a
         reasonable period of time prior to sales of the Securities pursuant to
         such Registration Statement.

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement or a supplement to the related
         prospectus and any other required document so that, as thereafter
         delivered to Holders of the Securities or purchasers of Securities, the
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Initial Purchasers, the Holders of the Securities and any known
         Participating Broker-Dealer in accordance with paragraphs (ii) through
         (v) of Section 3(b) above to suspend the use of the prospectus until
         the requisite changes to the prospectus have been made, then the
         Initial Purchasers, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus, and
         the period of effectiveness of the Shelf Registration Statement
         provided for in Section 2(b) above and the Exchange Offer Registration
         Statement provided for in Section 1 above shall each be extended by the
         number of days from and including the date of the giving of such notice
         to and including the date when the Initial Purchasers, the Holders of
         the Securities and any known Participating

                                       7





         Broker-Dealer shall have received such amended or supplemented
         prospectus pursuant to this Section 3(j).

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Initial Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with The Depository Trust Company.
                  (l) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Securities Act) an earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act, no later than 45 days after the end of a 12-month period (or 90
         days, if such period is a fiscal year) beginning with the first month
         of the Company's first fiscal quarter commencing after the effective
         date of the Registration Statement, which statement shall cover such
         12-month period.

                  (m) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (n) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable time
         after receiving such request.

                  (o) The Company shall enter into such customary agreements
         (including, if requested by the Holders of at least 10% of the
         aggregate principal amount of the outstanding Securities covered
         thereby, an underwriting agreement in customary form) and take all such
         other action, if any, as the Holders of at least 10% of the aggregate
         principal amount of the outstanding Securities shall reasonably request
         in order to facilitate the disposition of the Securities pursuant to
         any Shelf Registration.

                  (p) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) cause the
         Company's officers, directors, employees, accountants and auditors to
         supply all relevant information reasonably requested by the Holders of
         the Securities or any such underwriter, attorney, accountant or agent
         in connection with the Shelf Registration Statement (the information
         supplied pursuant to clauses (i) and (ii) being the "Records"), in each
         case, as shall be reasonably necessary to enable such persons, to
         conduct a reasonable investigation within the meaning of Section 11 of
         the Securities Act; provided, however, that any such person shall first
         agree in writing with the Company that any information that is
         reasonably and in good faith designated by the Company as confidential
         at the time of delivery of such information shall be kept confidential
         by such person, unless (A) disclosure of such information is required
         by court or administrative order or is necessary to respond to
         inquiries of regulatory authorities, (B) disclosure of such information
         is required by law (including any disclosure requirements pursuant to
         federal securities laws in connection with the filing of the
         Registration Statement or the use of any prospectus) or (C) such
         information becomes generally available to the public other than as a
         result of a disclosure or failure to safeguard such information by such
         person; provided further that the foregoing inspection and information
         gathering shall be coordinated on behalf of the Initial Purchasers by
         CSFBC and on behalf of the other parties, by one counsel designated by
         and on behalf of such other parties as described in Section 4 hereof.
         Each Holder of Securities and the Initial Purchasers further agree

                                       8





         and shall cause any person reviewing documents on their behalf pursuant
         to this paragraph (p) to agree, that it will, upon learning that
         disclosure of such Records is sought pursuant to clause (A) or (B)
         above, give notice to the Company and allow the Company, at its
         expense, to undertake appropriate action to prevent disclosure of the
         Records deemed confidential.

                  (q) In the case of any Shelf Registration, the Company, if
         requested by any Holder of at least 10% of the aggregate principal
         amount of the outstanding Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the managing
         underwriters, if any, thereof and dated, in the case of the initial
         opinion, the effective date of such Shelf Registration Statement (it
         being agreed that the matters to be covered by such opinion shall
         include, without limitation, the due incorporation and good standing of
         the Company and the Subsidiary Guarantors); the qualification of the
         Company and the Subsidiary Guarantors to transact business as foreign
         corporations; the due authorization, execution and delivery of the
         relevant agreement of the type referred to in Section 3(o) hereof; the
         due authorization, execution, authentication and issuance, and the
         validity and enforceability, of the applicable Securities; the absence
         of material legal or governmental proceedings involving the Company and
         the Subsidiary Guarantors; the absence of governmental approvals
         required to be obtained in connection with the Shelf Registration
         Statement, the offering and sale of the applicable Securities, or any
         agreement of the type referred to in Section 3(o) hereof; the
         compliance as to form of such Shelf Registration Statement and any
         documents incorporated by reference therein and of the Indenture with
         the requirements of the Securities Act and the Trust Indenture Act,
         respectively; and, as of the date of the opinion and as of the
         effective date of the Shelf Registration Statement or most recent
         post-effective amendment thereto (or in the case of a Shelf
         Registration Statement where a new Annual Report on Form 10-K has been
         filed by the Company subsequent to the effective date of the Shelf
         Registration Statement or latest post-effective amendment thereto, as
         of the date of such Annual Report), as the case may be, the absence
         from such Shelf Registration Statement and the prospectus included
         therein, as then amended or supplemented, and from any documents
         incorporated by reference therein of an untrue statement of a material
         fact or the omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading (in the case of any such documents, in the light of the
         circumstances existing at the time that such documents were filed with
         the Commission under the Exchange Act); (ii) its officers to execute
         and deliver all customary documents and certificates and updates
         thereof requested by any underwriters of the applicable Securities and
         (iii) its independent public accountants to provide to the selling
         Holders of the applicable Securities and any underwriter therefor a
         comfort letter in customary form and covering matters of the type
         customarily covered in comfort letters in connection with primary
         underwritten offerings, subject to receipt of appropriate documentation
         as contemplated, and only if permitted, by Statement of Auditing
         Standards No. 72.

                  (r) In the case of the Registered Exchange Offer, if requested
         by any Initial Purchaser or any known Participating Broker-Dealer, the
         Company shall cause (i) its counsel to deliver to such Initial
         Purchaser or such Participating Broker-Dealer a signed opinion
         substantially in the form set forth in Exhibits A and C to the Purchase
         Agreement, modified as is customary in connection with the preparation
         of a Registration Statement and (ii) its independent public accountants
         to deliver to such Initial Purchaser or such Participating
         Broker-Dealer a comfort letter, in customary form, meeting the
         requirements as to the substance thereof as set forth in Section 6(a)
         of the Purchase Agreement, with appropriate date changes.
                  (s) If a Registered Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Initial Securities by Holders to
         the Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Securities or the Private Exchange
         Securities, as the case may be, the Company shall mark, or caused to be
         marked, on the Initial Securities so exchanged that such Initial
         Securities are being canceled in exchange for the Exchange Securities
         or the Private Exchange Securities, as the case may be; in no event
         shall the Initial Securities be marked as paid or otherwise satisfied.
                  (t) If the Initial Securities have been rated prior to the
         initial sale of such Initial Securities, the Company will use its
         reasonable best efforts to confirm such ratings will apply to the
         Securities covered by a Registration Statement.

                                       9





                  (u) In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules (the "Rules") of
         the National Association of Securities Dealers, Inc. ("NASD")) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, the Company will assist such broker-dealer in complying with
         the requirements of such Rules, including, without limitation, by (i)
         if such Rules, including Rule 2720, shall so require, engaging a
         "qualified independent underwriter" (as defined in Rule 2720) to
         participate in the preparation of the Registration Statement relating
         to such Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Registration Statement is an underwritten offering or is made
         through a placement or sales agent, to recommend the yield of such
         Securities, (ii) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 5 hereof and (iii) providing such information to
         such broker-dealer as may be required in order for such broker-dealer
         to comply with the requirements of the Rules.

                  (v) The Company shall use its reasonable best efforts to take
         all other steps necessary to effect the registration of the Securities
         covered by a Registration Statement contemplated hereby.

         4.  Registration Expenses. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

                  (i)   all registration and filing fees and expenses;
                  (ii)  all fees and expenses of compliance with federal
         securities and state "blue sky" or securities laws;
                  (iii) all expenses of printing (including printing
         certificates for the Securities to be issued in the Registered Exchange
         Offer and the Private Exchange and printing of Prospectuses), messenger
         and delivery services and telephone;
                  (iv)  all fees and disbursements of counsel for the Company;
                  (v)   all application and filing fees in connection with
         listing the Exchange Securities on a national securities exchange or
         automated quotation system pursuant to the requirements hereof; and
                  (vi)  all fees and disbursements of independent certified
         public accountants of the Company (including the expenses of any
         special audit and comfort letters required by or incident to such
         performance).

The Company will bear its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

         (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders
of Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to
the "Plan of Distribution" contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements (such fees and disbursements not to exceed
$10,000) of not more than one counsel, who shall be Cravath, Swaine & Moore
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such
Registration Statement is being prepared.

         5. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and
each person, if any, who controls such Holder or such Participating Broker-
Dealer within the meaning of the Securities Act or the Exchange Act (each
Holder, any Participating Broker-Dealer and such controlling persons are
referred to collectively as the "Indemnified Parties") from and against any
losses, claims, damages or liabilities, joint or several, or any actions in

                                       10





respect thereof (including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of the Securities) to
which each Indemnified Party may become subject under the Securities Act,
the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration, or arise out of, or
are based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the
Company shall not be liable in any such case to the extent that such loss,
claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission
(A) made in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of
such Holder specifically for inclusion therein or (B) resulting from the
use of the prospectus during the period when the use of the prospectus was
suspended or otherwise unavailable for sales thereunder in accordance with
the terms of this Agreement; provided, however, that Holders received at
least 10 days prior written notice of such suspension or other
unavailability; and (ii) with respect to any untrue statement or omission
or alleged untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any
Holder or Participating Broker-Dealer from whom the person asserting any
such losses, claims, damages or liabilities purchased the Securities
concerned, to the extent that a prospectus relating to such Securities was
required to be delivered by such Holder or Participating Broker- Dealer
under the Securities Act in connection with such purchase and any such
loss, claim, damage or liability of such Holder or Participating Broker-
Dealer results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such
Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that this indemnity agreement
will be in addition to any liability which the Company may otherwise have
to such Indemnified Party. The Company shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same
extent as provided above with respect to the indemnification of the Holders
of the Securities if requested by such Holders.

         (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in
respect thereof, to which the Company or any such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of
or are based upon any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating
to a Shelf Registration, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that
the untrue statement or omission or alleged untrue statement or omission was
made in reliance upon and in conformity with written information pertaining
to such Holder and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Company
for any legal or other expenses reasonably incurred by the Company or any
such controlling person in connection with investigating or defending any
loss, claim, damage, liability or action in respect thereof. This indemnity
agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

         (c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party
under this Section 5, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not,
in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to

                                       11





such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice
from the indemnifying party to such indemnified party of its election so
to assume the defense thereof the indemnifying party will not be liable to
such indemnified party under this Section 5 for any legal or other expenses,
other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying
party shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened action in respect of which
any indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party unless such settlement
includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action, and does
not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.

         (d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other
from the exchange of the Securities, pursuant to the Registered Exchange
Offer, or (ii) if the allocation provided by the foregoing clause (i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying party or parties on the one
hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or such Holder or such other indemnified party, as
the case may be, on the other, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of
this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d),
the Holders of the Securities shall not be required to contribute any amount
in excess of the amount by which the net proceeds received by such Holders
from the sale of the Securities pursuant to a Registration Statement exceeds
the amount of damages which such Holders have otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any,
who controls such indemnified party within the meaning of the Securities Act
or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as the Company.

         (e) The agreements contained in this Section 5 shall survive the
sale of the Securities pursuant to a Registration Statement and shall remain
in full force and effect, regardless of any termination or cancellation of
this Agreement or any investigation made by or on behalf of any indemnified
party.

         6.  Additional Interest Under Certain Circumstances. (a) Additional
interest (the "Additional Interest") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

         (i)   any Registration Statement required by this Agreement is not
               filed with the Commission on or prior to the applicable Filing
               Deadline;

         (ii)  any Registration Statement required by this Agreement is not
               declared effective by the Commission on or prior to the
               applicable Effectiveness Deadline;

         (iii) the Registered Exchange Offer has not been consummated on or
               prior to the Consummation Deadline; or

                                       12





         (iv)  any Registration Statement required by this Agreement has been
               declared effective by the Commission but (A) such Registration
               Statement thereafter ceases to be effective or (B) such
               Registration Statement or the related prospectus ceases to be
               usable in connection with resales of Transfer Restricted
               Securities during the periods specified herein because either (1)
               any event occurs as a result of which the related prospectus
               forming part of such Registration Statement would include any
               untrue statement of a material fact or omit to state any material
               fact necessary to make the statements therein in the light of the
               circumstances under which they were made not misleading, or (2)
               it shall be necessary to amend such Registration Statement or
               supplement the related prospectus, to comply with the Securities
               Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

         Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date
on which any such Registration Default shall occur to but excluding the date
on which all such Registration Defaults have been cured, at a rate of 0.50% per
annum (the "Additional Interest Rate") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.50% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 2.0% per annum.

         (b) A Registration Default referred to in Section 6(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with
respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of
clause (y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to
describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days,
Additional Interest shall be payable in accordance with the above paragraph
from the day such Registration Default occurs until such Registration Default
is cured.

         (c) Any amounts of Additional Interest due pursuant to Section 6(a)
will be payable in cash on the regular interest payment dates with respect to
the Securities. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest Rate by the principal amount of
the Securities and further multiplied by a fraction, the numerator of which is
the number of days such Additional Interest Rate was applicable during such
period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.

         (d) "Transfer Restricted Securities" means each Security until (i) the
date on which such Security has been exchanged by a person other than a broker-
dealer for a freely transferable Exchange Security in the Registered Exchange
Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange
Offer of an Initial Security for an Exchange Note, the date on which such
Exchange Note is sold to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security
has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

         7. Rules 144 and 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Securities, make
publicly available other information so long as necessary to permit sales of
their Securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144

                                       13





and 144A (including the requirements of Rule 144A(d)(4)). The Company will
provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Company by the Initial Purchasers upon request.
Upon the request of any Holder of Initial Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied
with such requirements. Notwithstanding the foregoing, nothing in this
Section 7 shall be deemed to require the Company to register any of its
Securities pursuant to the Exchange Act.

         8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering ("Managing
Underwriters") will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities to be included in
such offering and shall be reasonably acceptable to the Company.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

         9.  Miscellaneous.

         (a) Remedies. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations under Section 1 and 2 hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
 relief as may be required to specifically enforce the Company's obligations
under Sections 1 and 2 hereof. The Company further agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, except by the Company and the
written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or
consents.

         (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class
mail, facsimile transmission, or air courier which guarantees overnight
delivery:

                  (1)  if to a Holder of the Securities, at the most current
address given by such Holder to the Company.

                  (2)  if to the Initial Purchasers;

                           Credit Suisse First Boston Corporation
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.: (212) 325-8278
                           Attention: Transactions Advisory Group

                                       14





         with a copy to:

                           Cravath, Swaine & Moore
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY 10019
                           Fax No.: (212) 474-3700
                           Attention:  Stephen L. Burns, Esq.
                  (3)      if to the Company, at its address as follows:
                           CB Richard Ellis Services, Inc.
                           505 Montgomery Street, Suite 600
                           San Francisco, California 94111
                           Fax No.: (415) 733-5555
                           Attention:  Walt Stafford, Esq.

         with a copy to:

                           Simpson Thacher & Bartlett
                           3330 Hillview Avenue
                           Palo Alto, CA 94304
                           Fax No.: (650) 251-5002
                           Attention:  Richard Capelouto, Esq.

         All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient's facsimile machine operator, if
sent by facsimile transmission; and on the day delivered, if sent by overnight
air courier guaranteeing next day delivery.

         (e) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.

         (f)  Successors and Assigns. This Agreement shall be binding upon
the Company, the Initial Purchasers and their successors and assigns.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         (j) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       15





         (k) Securities Held by the Company. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities is
required hereunder, Securities held by the Company or its affiliates (other
than subsequent Holders of Securities if such subsequent Holders are deemed
to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by
the Holders of such required percentage.

                                       16





         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a
binding agreement among the several Initial Purchasers, the Issuer and the
Parent Guarantor in accordance with its terms.

                                        Very truly yours,

                                        BLUM CB CORP.


                                        by   /s/ Claus J. Moller
                                             ----------------------------
                                             Name:   Claus J. Moller
                                             Title:  President

                                        CBRE HOLDING, INC.


                                        by   /s/ Claus J. Moller
                                             ----------------------------
                                             Name:   Claus J. Moller
                                             Title:  President

The foregoing Registration
Rights Agreement is hereby
confirmed and accepted as
of the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
CREDIT LYONNAIS SECURITIES (USA) INC.
HSBC SECURITIES (USA) INC.
SCOTIA CAPITAL (USA) INC.

BY:  CREDIT SUISSE FIRST BOSTON CORPORATION
     on behalf of the Initial Purchasers



by   /s/ Malcolm Price
     -------------------------------
     Name:   Malcolm Price
     Title:  Managing Director

                                       17





                                                                   ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of Exchange Securities received in exchange
for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available
to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."

                                       18





                                                                   ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities
were acquired by such broker-dealer as a result of market-making activities
or other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Securities. See "Plan of
Distribution."

                                       19





                                                                   ANNEX C
                             PLAN OF DISTRIBUTION


         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange
Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales
of Exchange Securities received in exchange for Initial Securities where
such Initial Securities were acquired as a result of market-making
activities or other trading activities. The Company has agreed that,
for a period of 180 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer
for use in connection with any such resale. In addition, until             ,
[   ], all dealers effecting transactions in the Exchange Securities may
be required to deliver a prospectus./(1)/

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time
to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to
the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any such resale
of Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that, by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.

         For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such
documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of
any brokers or dealers and will indemnify the Holders of the Securities
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.


___________________
 /(1)/  In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.

                                       20





                                                                   ANNEX D

ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.

     Name:_________________________________________
     Address:______________________________________

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10

If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection
with any resale of such Exchange Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.

                                       21

EX-17

                                                                 EXHIBIT 17

                                                          Execution Copy
===========================================================================


                                 BLUM CB Corp.
                                    Issuer

                              CBRE Holding, Inc.
                                    Parent



              11 1/4% Senior Subordinated Notes Due June 15, 2011


                             ____________________



                                   INDENTURE



                           Dated as of June 7, 2001



                             _____________________



                      State Street Bank and Trust Company
                              of California, N.A.
                                    Trustee

===========================================================================


                             CROSS-REFERENCE TABLE



  TIA                                                         Indenture
Section                                                 Section

310(a)(1)         ..............................        7.10
    (a)(2)        ..............................        7.10
    (a)(3)        ..............................        N.A.
    (a)(4)        ..............................        N.A.
    (b)           ..............................        7.08; 7.10
    (c)           ..............................        N.A.
311(a)            ..............................        7.11
    (b)           ..............................        7.11
    (c)           ..............................        N.A.
312(a)            ..............................        2.05
    (b)           ..............................        13.03
    (c)           ..............................        13.03
313(a)            ..............................        7.06
    (b)(1)        ..............................        N.A.
    (b)(2)        ..............................        7.06
    (c)           ..............................        11.02
    (d)           ..............................        7.06
314(a)            ..............................        4.02;13.02
    (b)           ..............................        N.A.
    (c)(1)        ..............................        13.04
    (c)(2)        ..............................        13.04
    (c)(3)        ..............................        N.A.
    (d)           ..............................        N.A.
    (e)           ..............................        13.05
    (f)           ..............................        N.A.
315(a)            ..............................        7.01
    (b)           ..............................        7.05; 13.02
    (c)           ..............................        7.01
    (d)           ..............................        7.01
    (e)           ..............................        6.11
316(a)(last sentence) ......................            13.06
    (a)(1)(A)     ..............................        6.05
    (a)(1)(B)     ..............................        6.04
    (a)(2)        ..............................        N.A.
    (b)           ..............................        6.07
317(a)(1)         ..............................        6.08
    (a)(2)        ..............................        6.09
    (b)           ..............................        2.04
318(a)            ..............................        13.01


                          N.A. means Not Applicable.

_____________________
Note: This Cross-Reference Table shall not, for any purpose, be deemed
to be part of the Indenture.



                               TABLE OF CONTENTS


                                                                        Page

                                  ARTICLE 1

                  Definitions and Incorporation by Reference

SECTION 1.01.  Definitions.............................................   1
SECTION 1.02.  Other Definitions.......................................  36
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.......  36
SECTION 1.04.  Rules of Construction...................................  37

                                  ARTICLE 2

                               The Securities

SECTION 2.01.  Form and Dating.........................................  37
SECTION 2.02.  Execution and Authentication............................  38
SECTION 2.03.  Registrar and Paying Agent..............................  38
SECTION 2.04.  Paying Agent To Hold Money in Trust.....................  39
SECTION 2.05.  Securityholder Lists....................................  39
SECTION 2.06.  Transfer and Exchange...................................  39
SECTION 2.07.  Replacement Securities..................................  39
SECTION 2.08.  Outstanding Securities..................................  40
SECTION 2.09.  Temporary Securities....................................  40
SECTION 2.10.  Cancellation............................................  41
SECTION 2.11.  Defaulted Interest......................................  41
SECTION 2.12.  CUSIP Numbers...........................................  41
SECTION 2.13.  Issuance of Additional Securities.......................  41

                                  ARTICLE 3

                                  Redemption

SECTION 3.01.  Notices to Trustee..........................................
SECTION 3.02.  Selection of Securities To Be Redeemed..................  43
SECTION 3.03.  Notice of Redemption....................................  43
SECTION 3.04.  Effect of Notice of Redemption..........................  44
SECTION 3.05.  Deposit of Redemption Price.............................  44
SECTION 3.06.  Securities Redeemed in Part.............................  45

                                  ARTICLE 4

                                  Covenants

SECTION 4.01.  Payment of Securities...................................  45
SECTION 4.02.  SEC Reports.............................................  45
SECTION 4.03.  Limitation on Indebtedness..............................  46
SECTION 4.04.  Limitation on Restricted Payments.......................  51





                                                                          2


SECTION 4.05.  Limitation on Restrictions on Distributions from
               Restricted Subsidiaries.................................  54
SECTION 4.06.  Limitation on Sales of Assets and Subsidiary Stock......  56
SECTION 4.07.  Limitation on Affiliate Transactions....................  60
SECTION 4.08.  Limitation on the Sale or Issuance of Capital Stock
               of Restricted Subsidiaries..............................  62
SECTION 4.10.  Future Guarantors.......................................  64
SECTION 4.11.  Compliance Certificate..................................  65
SECTION 4.12.  Payment of Additional Interest..........................  65
SECTION 4.13.  Further Instruments and Acts............................  65

                                  ARTICLE 5

                          Merger and Consolidation

SECTION 5.01.  When Company, Subsidiary Guarantors and Parent May
               Merge or Transfer Assets................................  65

                                  ARTICLE 6

                            Defaults and Remedies

SECTION 6.01.  Events of Default.......................................  68
SECTION 6.02.  Acceleration............................................  70
SECTION 6.03.  Other Remedies..........................................  71
SECTION 6.04.  Waiver of Past Defaults.................................  71
SECTION 6.05.  Control by Majority.....................................  72
SECTION 6.06.  Limitation on Suits.....................................  72
SECTION 6.07.  Rights of Holders to Receive Payment....................  73
SECTION 6.08.  Collection Suit by Trustee..............................  73
SECTION 6.09.  Trustee May File Proofs of Claim........................  73
SECTION 6.10.  Priorities..............................................  73
SECTION 6.11.  Undertaking for Costs...................................  74
SECTION 6.12.  Waiver of Stay or Extension Laws........................  74

                                  ARTICLE 7

                                   Trustee

SECTION 7.01.  Duties of Trustee.......................................  74
SECTION 7.02.  Rights of Trustee.......................................  76
SECTION 7.03.  Individual Rights of Trustee............................  76
SECTION 7.04.  Trustee's Disclaimer....................................  76
SECTION 7.05.  Notice of Defaults......................................  77
SECTION 7.06.  Reports by Trustee to Holders...........................  77
SECTION 7.07.  Compensation and Indemnity..............................  77
SECTION 7.08.  Replacement of Trustee..................................  78
SECTION 7.09.  Successor Trustee by Merger.............................  79
SECTION 7.10.  Eligibility; Disqualification...........................  79
SECTION 7.11.  Preferential Collection of Claims Against Company.......  80





                                                                          3

                                  ARTICLE 8

                     Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Securities; Defeasance........  80
SECTION 8.02.  Conditions to Defeasance................................  81
SECTION 8.03.  Application of Trust Money..............................  82
SECTION 8.04.  Repayment to Company....................................  83
SECTION 8.05.  Indemnity for Government Obligations....................  83
SECTION 8.06.  Reinstatement...........................................  83

                                  ARTICLE 9

                                 Amendments

SECTION 9.01.  Without Consent of Holders..............................  84
SECTION 9.02.  With Consent of Holders.................................  85
SECTION 9.03.  Compliance with Trust Indenture Act.....................  86
SECTION 9.04.  Revocation and Effect of Consents and Waivers...........  86
SECTION 9.05.  Notation on or Exchange of Securities...................  86
SECTION 9.06.  Trustee To Sign Amendments..............................  87
SECTION 9.07.  Payment for Consent.....................................  87

                                  ARTICLE 10

                                 Subordination

SECTION 10.01. Agreement To Subordinate. ..............................  87
SECTION 10.02. Liquidation, Dissolution, Bankruptcy....................  87
SECTION 10.03. Default on Senior Indebtedness of the Company...........  88
SECTION 10.04. Acceleration of Payment of Securities...................  89
SECTION 10.05. When Distribution Must Be Paid Over.....................  90
SECTION 10.06. Subrogation.............................................  90
SECTION 10.07. Relative Rights.........................................  90
SECTION 10.08. Subordination May Not Be Impaired by Company............  90
SECTION 10.09. Rights of Trustee and Paying Agent......................  91
SECTION 10.10. Distribution or Notice to Representative................  91
SECTION 10.11. Article 10 Not To Prevent Events of Default or Limit
               Right To Accelerate.....................................  91
SECTION 10.12. Trust Moneys Not Subordinated...........................  91
SECTION 10.13. Trustee Entitled To Rely................................  92
SECTION 10.14. Trustee To Effectuate Subordination.....................  92
SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
               Indebtedness of the Company.............................  93
SECTION 10.16. Reliance by Holders of Senior Indebtedness of the
               Company on Subordination Provisions.....................  93





                                                                          4

                                  ARTICLE 11

                                  Guaranties

SECTION 11.01. Guaranties.................................................  93
SECTION 11.02. Limitation on Liability....................................  96
SECTION 11.03. Successors and Assigns.....................................  96
SECTION 11.04. No Waiver..................................................  96
SECTION 11.05. Modification...............................................  96
SECTION 11.06. Release of Subsidiary Guarantor............................  96

                                  ARTICLE 12

                          Subordination of Guaranties

SECTION 12.01. Agreement To Subordinate...................................  97
SECTION 12.02. Liquidation, Dissolution, Bankruptcy.......................  97
SECTION 12.03. Default on Senior Indebtedness of Guarantor................  98
SECTION 12.04. Demand for Payment.........................................  99
SECTION 12.05. When Distribution Must Be Paid Over........................ 100
SECTION 12.06. Subrogation................................................ 100
SECTION 12.07. Relative Rights............................................ 100
SECTION 12.08. Subordination May Not Be Impaired by Company............... 100
SECTION 12.09. Rights of Trustee and Paying Agent......................... 101
SECTION 12.10. Distribution or Notice to Representative................... 101
SECTION 12.11. Article 12 Not To Prevent Events of Default or Limit
               Right To Demand Payment.................................... 101
SECTION 12.12. Trustee Entitled To Rely................................... 101
SECTION 12.13. Trustee To Effectuate Subordination........................ 102
SECTION 12.14. Trustee Not Fiduciary for Holders  of Senior
               Indebtedness of Guarantor.................................. 102
SECTION 12.15. Reliance by Holders of Senior Indebtedness of
               Guarantors on Subordination Provisions..................... 102

                                  ARTICLE 13

                                Miscellaneous

SECTION 13.01. Trust Indenture Act Controls............................... 103
SECTION 13.02. Notices.................................................... 103
SECTION 13.03. Communication by Holders with Other Holders................ 104
SECTION 13.04. Certificate and Opinion as to Conditions Precedent......... 104
SECTION 13.05. Statements Required in Certificate or Opinion.............. 104
SECTION 13.06. When Securities Disregarded................................ 105
SECTION 13.07. Rules by Trustee, Paying Agent and Registrar............... 105





                                                                             5


SECTION 13.08. Legal Holidays............................................. 105
SECTION 13.09. Governing Law.............................................. 105
SECTION 13.10. No Recourse Against Others................................. 105
SECTION 13.11. Successors................................................. 106
SECTION 13.12. Multiple Originals......................................... 106
SECTION 13.13. Table of Contents; Headings................................ 106





                                                                            6
Rule 144A/Regulation S Appendix

Exhibit 1 - Form of Initial Security

Exhibit A - Form of Exchange Security or Private Exchange Security





                INDENTURE dated as of June 7, 2001, between BLUM CB CORP., a
           Delaware corporation (the "Company"), CBRE HOLDING, INC.
           ("Parent") and STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,
           N.A. (the "Trustee").

          Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Company's Initial
Securities, Exchange Securities and Private Exchange Securities (collectively,
the "Securities"):


                                   ARTICLE 1

                  DEFINITIONS AND INCORPORATION BY REFERENCE
          SECTION 1.01.  DEFINITIONS.

          "Additional Assets" means (1) any property or other assets (other
than Indebtedness and Capital Stock) used in a Related Business; (2) the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result
of the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (3) Capital Stock constituting a minority interest in any
Person that at such time is a Restricted Subsidiary; provided, however, that
any such Restricted Subsidiary described in clause (2) or (3) above is
primarily engaged in a Related Business.

          "Additional Securities" means, subject to the Company's compliance
with Section 4.03, 11 1/4% Senior Subordinated Notes Due June 15, 2011 issued
from time to time after the Issue Date under the terms of this Indenture
(other then pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture
and other than Exchange Securities or Private Exchange Securities issued
pursuant to an exchange offer for other Securities outstanding under this
Indenture).

          "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall also





                                                                           2

mean any beneficial owner of Capital Stock representing 10% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of the
Company or of rights or warrants to purchase such Capital Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any
such beneficial owner pursuant to the first sentence hereof.

          "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions)
by the Company or any Restricted Subsidiary, including any disposition by
means of a merger, consolidation or similar transaction (each referred to
for the purposes of this definition as a "disposition"), of

          (1)  any shares of Capital Stock of a Restricted Subsidiary (other
     than directors' qualifying shares or shares required by applicable law to
     be held by a Person other than the Company or a Restricted Subsidiary),

          (2)  all or substantially all the assets of any division or line of
     business of the Company or any Restricted Subsidiary or

          (3)  any other assets of the Company or any Restricted Subsidiary
     outside of the ordinary course of business of the Company or such
     Restricted Subsidiary

(other than, in the case of (1), (2) and (3) above, (A) a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary, (B) for purposes of Section 4.06 only,
a disposition that constitutes a Restricted Payment permitted by Section 4.04
or a Permitted Investment, (C) the sale by Melody of assets purchased and/or
funded pursuant to the Melody Mortgage Warehousing Facility or the Melody Loan
Arbitrage Facility, (D) any sale of Capital Stock in, or Indebtedness or other
securities of, an Unrestricted Subsidiary, (E) a disposition of Temporary Cash
Investments in the ordinary course of business, (F) the disposition of property
or assets that are obsolete, damaged or worn out, (G) the lease or sublease of
office space in the ordinary course of business, (H) sales by Melody of debt
servicing rights not in excess of $5.0 million in the aggregate and (I) a
disposition of assets with a fair market value of less than $750,000 (a "de
minimis disposition"), so long as the sum of such de minimis disposition plus
all other de minimis dispositions previously made in the same calendar year does
not exceed $3.0 million in the aggregate);





                                                                            3

provided, however, that a disposition of all or substantially all the assets of
 the Company and its Restricted Subsidiaries taken as a whole will be governed
by Section 4.09 and/or Section 5.01 and not by Section 4.06.

          "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the interest
rate borne by the Securities, compounded annually) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in such Sale/Leaseback Transaction (including any period for which such lease
has been extended); provided, however, that if such Sale/Leaseback Transaction
results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby will be determined in accordance with the definition of "Capital Lease
Obligation".

          "Average Life" means, as of the date of determination, with respect
to any Indebtedness the quotient obtained by dividing (1) the sum of the
products of the number of years from the date of determination to the dates of
each successive scheduled principal payment of or redemption or similar payment
with respect to such Indebtedness multiplied by the amount of such payment by
(2) the sum of all such payments.

          "Bank Indebtedness" means all Obligations pursuant to the Credit
Agreement.

          "Board of Directors" means the Board of Directors of the Company or
any committee thereof duly authorized to act on behalf of such Board.

          "Business Day" means each day which is not a Legal Holiday.

          "Capital Lease Obligation" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in





                                                                               4

(however designated) equity of such Person, including any Preferred Stock,
but excluding any debt securities convertible into such equity.

          "Cash Equity Contributions" shall mean (a) the contribution to
Parent of not less than $98,800,000 in cash in the form of equity (it being
understood that (i) any contribution to Parent by RCBA of shares of common
equity of CB Richard Ellis Services in excess of 2,345,900 shares will be
considered a cash contribution by RCBA in an amount equal to $16.00
multiplied by the number of shares constituting such excess and a
contribution of such amount from Parent to the Company and (ii) the transfer
by designated managers of an aggregate of up to $2.6 million of deferred
compensation plan account balances (currently reflected as cash surrender
value of insurance policies, deferred compensation plan in the financial
statements of the Company) to stock fund units shall be deemed to be a cash
contribution to Parent of the amount of such transfer and a contribution of
such amount from Parent to the Company to the extent (x) accounted for as
equity of the Company and (y) such transfer of an account balance results in
a transfer to the Company of cash from the trust relating to such deferred
compensation plan) and (b) the contribution by Parent of the amount so
received, together with the net proceeds from its sale of the Parent Senior
Notes, to the Company as equity in exchange for Capital Stock (other than
Disqualified Stock) of the Company.

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

          "Change of Control" means the occurrence of any of the following
events:

          (1)  prior to the earlier to occur of (A) the first underwritten
     public offering of common stock of Parent or (B) the first public offering
     of common stock of the Company, (x) the Permitted Holders cease to be the
     "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
     Act), directly or indirectly, of a majority in the aggregate of the total
     voting power of the Voting Stock of the Company, whether as a result of
     issuance of securities of Parent or the Company, any merger, consolidation,
     liquidation or dissolution of Parent or the Company, or any direct or
     indirect transfer of securities by Parent or otherwise and (y) RCBA ceases
     to (i) be the beneficial owner, directly or indirectly, of at least 35% of
     the total voting power of the Voting Stock of the Company or (ii) have the
     right or ability by voting power,





                                                                            5

     contract or otherwise to elect or designate for election a majority of the
     Board of Directors (for purposes of this clause (1) and clause (2) below,
     the Permitted Holders shall be deemed to beneficially own any Voting Stock
     of a Person (the "specified Person") held by any other Person (the "parent
     entity") so long as the Permitted Holders beneficially own (as so defined),
     directly or indirectly, (1) in the case of a parent entity that is Parent,
     in the aggregate at least 35% of the voting power of the Voting Stock of
     Parent and have the right or ability by voting power, contract or otherwise
     to elect or designate for election a majority of the Board of Directors or
     (2) in the case of any other parent entity, in the aggregate a majority of
     the voting power of the Voting Stock of the parent entity);

          (2)  any "person" (as such term is used in Sections 13(d) and 14(d)
     of the Exchange Act), other than one or more Permitted Holders, is or
     becomes the beneficial owner (as defined in clause (1) above, except that
     for purposes of this clause (2) such person shall be deemed to have
     "beneficial ownership" of all shares that any such person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time and except that any Person that is deemed to have
     beneficial ownership of shares solely as the result of being part of a
     group pursuant to Rule 13d-5(b)(1) shall be deemed not to have beneficial
     ownership of any shares held by a Permitted Holder forming a part of such
     group), directly or indirectly, of more than 35% of the total voting power
     of the Voting Stock of the Company; provided, however, that the Permitted
     Holders beneficially own (as defined in clause (1) above , except that in
     the event the Permitted Holders are part of a group pursuant to Rule 13d-
     5(b)(1), the Permitted Holders shall be deemed not to have beneficial
     ownership of any shares held by persons other than Permitted Holders
     forming a part of such group), directly or indirectly, in the aggregate a
     lesser percentage of the total voting power of the Voting Stock of the
     Company than such other person and do not have the right or ability by
     voting power, contract or otherwise to elect or designate for election a
     majority of the Board of Directors (for the purposes of this clause (2),
     such other person shall be deemed to beneficially own any Voting Stock of a
     specified Person held by a parent entity, if such other person is the
     beneficial owner (as defined in this clause (2)), directly or indirectly,
     of more than 35% of the voting power of the Voting Stock of such parent





                                                                               6

     entity and the Permitted Holders beneficially own (as defined in clause (1)
     above), directly or indirectly, in the aggregate a lesser percentage of the
     voting power of the Voting Stock of such parent entity and do not have the
     right or ability by voting power, contract or otherwise to elect or
     designate for election a majority of the board of directors of such parent
     entity);

          (3)  individuals who on the Merger Date constituted the Board of
     Directors (together with any new directors whose election by such Board of
     Directors or whose nomination for election by the shareholders of the
     Company was approved by a vote of a majority of the directors of the
     Company then still in office who were either directors on the Issue Date or
     whose election or nomination for election was previously so approved) cease
     for any reason to constitute a majority of the Board of Directors then in
     office;

          (4)  the adoption of a plan relating to the liquidation or dissolution
     of the Company; or

          (5)  the merger or consolidation of the Company with or into another
     Person or the merger of another Person with or into the Company, or the
     sale of all or substantially all the assets of the Company (determined on a
     consolidated basis) to another Person (other than, in all such cases, a
     Person that is controlled by the Permitted Holders), other than a
     transaction following which (A) in the case of a merger or consolidation
     transaction, holders of securities that represented 100% of the Voting
     Stock of the Company immediately prior to such transaction (or other
     securities into which such securities are converted as part of such merger
     or consolidation transaction) own directly or indirectly at least a
     majority of the voting power of the Voting Stock of the surviving Person in
     such merger or consolidation transaction immediately after such transaction
     and in substantially the same proportion as before the transaction and (B)
     in the case of a sale of assets transaction, the transferee Person becomes
     the obligor in respect of the Securities and a Subsidiary of the transferor
     of such assets.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes
of any provision





                                                                               7

contained herein and required by the TIA, each other obligor on the indenture
securities.

          "Consolidated Coverage Ratio" as of any date of determination means
the ratio of

          (x)  the aggregate amount of EBITDA for the period of the most recent
     four consecutive fiscal quarters for which internal financial statements
     are available ending prior to the date of such determination to

          (y)  Consolidated Interest Expense for such four fiscal quarters;
     provided, however, that

          (1)  if the Company or any Restricted Subsidiary has Incurred any
     Indebtedness since the beginning of such period that remains outstanding or
     if the transaction giving rise to the need to calculate the Consolidated
     Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and
     Consolidated Interest Expense for such period shall be calculated after
     giving effect on a pro forma basis to such Indebtedness as if such
     Indebtedness had been Incurred on the first day of such period,

          (2)  if the Company or any Restricted Subsidiary has repaid,
     repurchased, defeased or otherwise discharged any Indebtedness since the
     beginning of such period or if any Indebtedness is to be repaid,
     repurchased, defeased or otherwise discharged (in each case other than
     Indebtedness Incurred under any revolving credit facility unless such
     Indebtedness has been permanently repaid and has not been replaced) on the
     date of the transaction giving rise to the need to calculate the
     Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
     such period shall be calculated on a pro forma basis as if such discharge
     had occurred on the first day of such period and as if the Company or such
     Restricted Subsidiary has not earned the interest income actually earned
     during such period in respect of cash or Temporary Cash Investments used to
     repay, repurchase, defease or otherwise discharge such Indebtedness,

          (3)  if since the beginning of such period the Company or any
     Restricted Subsidiary shall have made any Asset Disposition, EBITDA for
     such period shall be reduced by an amount equal to EBITDA (if positive)
     directly attributable to the assets which are the





                                                                           8

     subject of such Asset Disposition for such period, or increased by an
     amount equal to EBITDA (if negative), directly attributable thereto for
     such period and Consolidated Interest Expense for such period shall be
     reduced by an amount equal to the Consolidated Interest Expense directly
     attributable to any Indebtedness of the Company or any Restricted
     Subsidiary repaid, repurchased, defeased or otherwise discharged with
     respect to the Company and its continuing Restricted Subsidiaries in
     connection with such Asset Disposition for such period (or, if the Capital
     Stock of any Restricted Subsidiary is sold, the Consolidated Interest
     Expense for such period directly attributable to the Indebtedness of such
     Restricted Subsidiary to the extent the Company and its continuing
     Restricted Subsidiaries are no longer liable for such Indebtedness after
     such sale),

          (4)  if since the beginning of such period the Company or any
     Restricted Subsidiary (by merger or otherwise) shall have made an
     Investment in any Restricted Subsidiary (or any person which becomes a
     Restricted Subsidiary) or an acquisition of assets, including any
     acquisition of assets occurring in connection with a transaction requiring
     a calculation to be made hereunder, which constitutes all or substantially
     all of an operating unit of a business, EBITDA and Consolidated Interest
     Expense for such period shall be calculated after giving pro forma effect
     thereto (including the Incurrence of any Indebtedness) as if such
     Investment or acquisition occurred on the first day of such period and

          (5)  if since the beginning of such period any Person (that
     subsequently became a Restricted Subsidiary or was merged with or into the
     Company or any Restricted Subsidiary since the beginning of such period)
     shall have made any Asset Disposition, any Investment or acquisition of
     assets that would have required an adjustment pursuant to clause (3) or (4)
     above if made by the Company or a Restricted Subsidiary during such period,
     EBITDA and Consolidated Interest Expense for such period shall be
     calculated after giving pro forma effect thereto as if such Asset
     Disposition, Investment or acquisition occurred on the first day of such
     period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any





                                                                           9

Indebtedness Incurred in connection therewith, the pro forma calculations
shall be determined in good faith by a responsible financial or accounting
Officer of the Company (and shall include any applicable Pro Forma Cost
Savings). If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term in excess of 12 months).

          "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, without
duplication,

          (1)  interest expense attributable to Capital Lease Obligations and
     the interest expense attributable to leases constituting part of a
     Sale/Leaseback Transaction,

          (2)  amortization of debt discount and debt issuance cost,

          (3)  capitalized interest,

          (4)  non-cash interest expense,

          (5)  commissions, discounts and other fees and charges owed with
     respect to letters of credit and bankers' acceptance financing,

          (6)  net payments pursuant to Hedging Obligations in respect of
     Indebtedness,

          (7)  Preferred Stock dividends in respect of all Preferred Stock held
     by Persons other than the Company or a Restricted Subsidiary (other than
     dividends payable solely in Capital Stock (other than Disqualified Stock)
     of the issuer of such Preferred Stock),

          (8)  interest incurred in connection with Investments in discontinued
     operations,

          (9)  interest accruing on any Indebtedness of any other Person to the
     extent such Indebtedness is





                                                                              10

     Guaranteed by (or secured by the assets of) the Company or any Restricted
     Subsidiary and

          (10) the cash contributions to any employee stock ownership plan or
     similar trust to the extent such contributions are used by such plan or
     trust to pay interest or fees to any Person (other than the Company) in
     connection with Indebtedness Incurred by such plan or trust,

and less, to the extent included in such total interest expense, (A) the
amortization during such period of capitalized financing costs associated with
the Transactions and (B) the amortization during such period of other
capitalized financing costs; provided, however, that the aggregate amount of
amortization relating to any such other capitalized financing costs deducted in
calculating Consolidated Interest Expense shall not exceed 3.5% of the aggregate
amount of the financing giving rise to such capitalized financing costs.

          "Consolidated Net Income" means, for any period, the sum of (1) the
net income of the Company and its consolidated Subsidiaries and (2) to the
extent deducted in calculating net income of the Company and its consolidated
Subsidiaries, (A) any non-recurring fees, expenses or charges related to the
Transactions and (B) any non- recurring charges related to one-time severance
or lease termination costs incurred in connection with the Transactions;
provided, however, that there shall not be included in such Consolidated Net
Income:

          (1)  any net income of any Person (other than the Company) if such
     Person is not a Restricted Subsidiary, except that

               (A)  subject to the exclusion contained in clause (4) below, the
          Company's equity in the net income of any such Person for such period
          shall be included in such Consolidated Net Income up to the aggregate
          amount of cash actually distributed by such Person during such period
          to the Company or a Restricted Subsidiary as a dividend or other
          distribution (subject, in the case of a dividend or other distribution
          paid to a Restricted Subsidiary, to the limitations contained in
          clause (3) below) and

               (B)  the Company's equity in a net loss of any such Person to the
          extent accounted for pursuant to the equity method of accounting for
          such period





                                                                          11

          shall be included in determining such Consolidated Net Income;

          (2)  any net income (or loss) of any Person acquired by the Company or
     a Subsidiary in a pooling of interests transaction for any period prior to
     the date of such acquisition;

          (3)  any net income of any Restricted Subsidiary if such Restricted
     Subsidiary is subject to restrictions, directly or indirectly, on the
     payment of dividends or the making of distributions by such Restricted
     Subsidiary, directly or indirectly, to the Company, except that

               (A)  subject to the exclusion contained in clause (4) below, the
          Company's equity in the net income of any such Restricted Subsidiary
          for such period shall be included in such Consolidated Net Income up
          to the aggregate amount of cash actually distributed by such
          Restricted Subsidiary during such period to the Company or another
          Restricted Subsidiary as a dividend or other distribution (subject, in
          the case of a dividend or other distribution paid to another
          Restricted Subsidiary, to the limitation contained in this clause) and

               (B)  the Company's equity in a net loss of any such Restricted
          Subsidiary for such period shall be included in determining such
          Consolidated Net Income;

          (4)  any gain (or loss) realized upon the sale or other disposition of
     any assets of the Company, its consolidated Subsidiaries or any other
     Person (including pursuant to any sale-and-leaseback arrangement) which is
     not sold or otherwise disposed of in the ordinary course of business and
     any gain (or loss) realized upon the s ale or other disposition of any
     Capital Stock of any Person;

          (5)  extraordinary gains or losses;

          (6)  the cumulative effect of a change in accounting principles;

          (7)  any income or losses attributable to discontinued operations
     (including operations disposed of during such periods whether or not such
     operations were classified as discontinued);





                                                                              12

          (8)  any restoration to income of any contingency reserve, except to
     the extent that provision for such reserve was made out of Consolidated Net
     Income accrued at any time following the Issue Date; and

          (9)  if the Successor Company is not the Company, the aggregate net
     income (or loss)of such Successor Company prior to the consolidation,
     merger or transfer resulting in such Successor Company.

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there
shall be excluded from Consolidated Net Income any repurchases, repayments
or redemptions of Investments, proceeds realized on the sale of Investments
or return of capital to the Company or a Restricted Subsidiary to the extent
such repurchases, repayments, redemptions, proceeds or returns increase the
amount of Restricted Payments permitted under such Section pursuant to Section
4.04(a)(3)(D).

          "Credit Agreement" means the Credit Agreement to be entered into
among CB Richard Ellis Services, Parent, as guarantor, the lenders referred
to therein, Credit Suisse First Boston, as Administrative Agent Sole Lead
Arranger and Sole Book Manager, and the Syndication Agent and Documentation
Agent named therein, together with the related documents thereto (including
the term loans and revolving loans thereunder, any guarantees and security
documents), as amended, extended, renewed, restated, supplemented or
otherwise modified (in whole or in part, and without limitation as to amount,
terms, conditions, covenants and other provisions) from time to time, and any
agreement (and related document) governing Indebtedness incurred to Refinance,
in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.

          "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement
designed to protect such Person against fluctuations in currency values.

          "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

          "Designated Senior Indebtedness", with respect to a Person, means
(1) the Bank Indebtedness and (2) any other Senior Indebtedness of such
Person which, at the date of determination, has an aggregate principal amount
outstanding





                                                                          13

of, or under which, at the date of determination, the holders thereof are
committed to lend up to, at least $25.0 million and is specifically
designated by such Person in the instrument evidencing or governing such
Senior Indebtedness as "Designated Senior Indebtedness" for purposes of this
Indenture.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder) or
upon the happening of any event:

          (1)  matures or is mandatorily redeemable pursuant to a sinking fund
     obligation or otherwise;

          (2)  is convertible or exchangeable at the option of the holder for
     Indebtedness or Disqualified Stock; or

          (3)  is mandatorily redeemable or must be purchased upon the
     occurrence of certain events or otherwise, in whole or in part,
     in each case on or prior to the first anniversary of the Stated Maturity
     of the Securities; provided, however, that if such Capital Stock is issued
     to any employee or to any plan for the benefit of employees of the Company
     or its Subsidiaries or by any such plan to such employees, such Capital
     Stock shall not constitute Disqualified Stock solely because it may be
     required to be repurchased by the Company in order to satisfy obligations
     as a result of such employee's death or disability; and provided further,
     however, that any Capital Stock that would not constitute Disqualified
     Stock but for provisions thereof giving holders thereof the right to
     require such Person to purchase or redeem such Capital Stock upon the
     occurrence of an "asset sale" or "change of control" occurring prior to
     the first anniversary of the Stated Maturity of the Securities shall not
     constitute Disqualified Stock if (1) the "asset sale" or "change of
     control" provisions applicable to such Capital Stock are not more
     favorable to the holders of such Capital Stock than the terms applicable
     to the Securities in Sections 4.06 and 4.09 of this Indenture and (2) any
     such requirement only becomes operative after compliance with such terms
     applicable to the Securities, including the purchase of any Securities
     tendered pursuant thereto.

     The amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price will be calculated in accordance with the terms
of such Disqualified





                                                                          14

Stock as if such Disqualified Stock were redeemed, repaid or repurchased on
any date on which the amount of such Disqualified Stock is to be determined
pursuant to the Indenture; provided, however, that if such Disqualified
Stock could not be required to be redeemed, repaid or repurchased at the time
of such determination, the redemption, repayment or repurchase price will be
the book value of such Disqualified Stock as reflected in the most recent
financial statements of such Person.

          "EBITDA" for any period means the sum of Consolidated Net Income,
plus the following to the extent deducted in calculating such Consolidated Net
Income:

          (1)  all income tax expense of the Company and its consolidated
     Restricted Subsidiaries,

          (2)  Consolidated Interest Expense,

          (3)  any non-recurring fees, expenses or charges related to any Equity
     Offering, Permitted Investment, acquisition or Incurrence of Indebtedness
     permitted to be Incurred by the Indenture (in each case, whether or not
     successful), including any such fees, expenses or charges related to the
     Transactions, in each case not exceeding $5.0 million in the aggregate for
     all such non-recurring fees, expenses and charges attributable to the same
     transaction or event (or group of related transactions or events),

          (4)  depreciation and amortization expense of the Company and its
     consolidated Restricted Subsidiaries (excluding amortization expense
     attributable to a prepaid operating activity item that was paid in cash in
     a prior period),

          (5)  all other non-cash losses, expenses and charges of the Company
     and its consolidated Restricted Subsidiaries (excluding any such non-cash
     loss, expense or charge to the extent that it represents an accrual of or
     reserve for cash expenditures in any future period), and

          (6)  any non-recurring charges that are incurred and associated with
     the restructuring of the operations of the Company and its consolidated
     Subsidiaries announced prior to the Issue Date and implemented within 90
     days after the Merger Date,

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or





                                                                              15

profits of, and the depreciation and amortization and non-cash charges of, a
Restricted Subsidiary shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income
and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its stockholders.

          "Equity Offering" means any primary offering of Capital Stock of
Parent or the Company (other than Disqualified Stock)to Persons who are not
Affiliates of the Company other than (1) public offerings with respect to the
Company's Common Stock registered on Form S-8 and (2) issuances upon exercise
of options by employees of the Company or any of its Restricted Subsidiaries.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exempt Subsidiary" means any Restricted Subsidiary that shall have
had aggregate EBITDA of less than $250,000 for the period of the most recent
four consecutive fiscal quarters for which internal financial statements are
available ending prior to the date of the issuance or sale of its Capital Stock
giving rise to such determination; provided, however, that such sale or issuance
is pursuant to a plan or program for the sale or issuance of Capital Stock a
majority of which is sold to local management or to local strategic investors.

          "Facilities" means the Term Loan Facilities and the Revolving Credit
Facilities.

          "Foreign Restricted Subsidiary" means any Restricted Subsidiary not
incorporated or organized under the laws of the United States of America, any
State thereof or the District of Columbia.

          "Freeman Spogli" means collectively, (1) FS Equity Partners III, L.P.,
(2) FS Equity Partners International L.P., (3) any investment fund that is
affiliated with Freeman Spogli & Co. Incorporated and (4) Freeman Spogli & Co.
Incorporated and any successor entity thereof controlled by the principals of
Freeman Spogli & Co. Incorporated or





                                                                              16

any entity controlled by, or under common control with, Freeman Spogli & Co.
Incorporated.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in

          (1)  the opinions and pronouncements of the Accounting Principles
     Board of the American Institute of Certified Public Accountants,

          (2)  statements and pronouncements of the Financial Accounting
     Standards Board,

          (3)  such other statements by such other entity as approved by a
     significant segment of the accounting profession and

          (4)  the rules and regulations of the SEC governing the inclusion of
     financial statements (including pro forma financial statements) in periodic
     reports required to be filed pursuant to Section 13 of the Exchange Act,
     including opinions and pronouncements in staff accounting bulletins and
     similar written statements from the accounting staff of the SEC. Except as
     otherwise provided herein, all ratios and computations based on GAAP
     contained in this Indenture shall be computed in conformity with GAAP.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person

          (1)  to purchase or pay (or advance or supply funds for the purchase
     or payment of) such Indebtedness of such Person (whether arising by virtue
     of partnership arrangements, or by agreements to keep-well, to purchase
     assets, goods, securities or services, to take-or-pay or to maintain
     financial statement conditions or otherwise) or

          (2)  entered into for the purpose of assuring in any other manner the
     obligee of such Indebtedness of the payment thereof or to protect such
     obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.





                                                                          17

          "Guarantor" means Parent and/or a Subsidiary Guarantor.

          "Guaranty" means the Parent Guaranty and/or a Subsidiary Guaranty.

          "Guaranty Agreement" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a Guarantor guarantees the
Company's obligations with respect to the Securities on the terms provided
for in this Indenture.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement or
similar agreement.

          "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed
to be Incurred by such Person at the time it becomes a Restricted Subsidiary.
The term "Incurrence" when used as a noun shall have a correlative meaning.
Solely for purposes of determining compliance with Section 4.03, (1)
amortization of debt discount or the accretion of principal with respect to
a noninterest bearing or other discount security and (2) the payment of
regularly scheduled interest in the form of additional Indebtedness of the
same instrument or the payment of regularly scheduled dividends on Capital
Stock in the form of additional Capital Stock of the same class and with
the same terms will not be deemed to be the Incurrence of Indebtedness.

          "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

          (1)  the principal in respect of (A) indebtedness of such Person for
     money borrowed and (B) indebtedness evidenced by notes, debentures, bonds
     or other similar instruments for the payment of which such Person is
     responsible or liable, including, in each case, any premium on such
     indebtedness to the extent such premium has become due and payable;





                                                                              18

          (2)  all Capital Lease Obligations of such Person and all Attributable
     Debt in respect of Sale/Leaseback Transactions entered into by such Person;

          (3)  all obligations of such Person issued or assumed as the deferred
     purchase price of property, all conditional sale obligations of such Person
     and all obligations of such Person under any title retention agreement (but
     excluding trade accounts payable arising in the ordinary course of
     business);

          (4)  all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction (other than obligations with respect to letters of credit
     securing obligations (other than obligations described in clauses (1)
     through (3) above) entered into in the ordinary course of business of such
     Person to the extent such letters of credit are not drawn upon or, if and
     to the extent drawn upon, such drawing is reimbursed no later than the
     twentieth Business Day following payment on the letter of credit);

          (5)  the amount of all obligations of such Person with respect to the
     redemption, repayment or other repurchase of any Disqualified Stock of such
     Person or, with respect to any Preferred Stock of any Subsidiary of such
     Person, the principal amount of such Preferred Stock to be determined in
     accordance with Section 1.04(7) (but excluding, in each case, any accrued
     dividends);

          (6)  all obligations of the type referred to in clauses (1) through
     (5) of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee;

          (7)  all obligations of the type referred to in clauses (1) through
     (6) of other Persons secured by any Lien on any property or asset of such
     Person (whether or not such obligation is assumed by such Person), the
     amount of such obligation being deemed to be the lesser of the value of
     such property or assets and the amount of the obligation so secured; and

          (8)  to the extent not otherwise included in this definition, Hedging
     Obligations of such Person.





                                                                              19

Notwithstanding the foregoing, in connection with the purchase by the Company
or any Restricted Subsidiary of any business, the term "Indebtedness" will
exclude post-closing payment adjustments to which the seller may become
entitled to the extent such payment is determined by a final closing balance
sheet or such payment depends on the performance of such business after the
closing; provided, however, that, at the time of closing, the amount of any
such payment is not determinable and, to the extent such payment thereafter
becomes fixed and determined, the amount is paid within 30 days thereafter.
Indebtedness of any Person shall include all Indebtedness of any partnership
or other entity in which such Person is a general partner or other equity
holder with unlimited liability other than Indebtedness which by its terms
is non-recourse to such Person and its assets.

          The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at
such date provided, however, that the principal amount of any noninterest
bearing or other discount security at any date will be the principal amount
thereof that would be shown on a balance sheet of such Person dated such date
prepared in accordance with GAAP.

          "Indenture" means this Indenture as amended or supplemented from
time to time.

          "Independent Qualified Party" means an investment banking firm,
accounting firm or appraisal firm of national standing; provided, however,
that such firm is not an Affiliate of the Company.

          "Interest Rate Agreement" means in respect of a Person any interest
rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

          "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or
other extensions of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash
or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,



                                                                              20

Indebtedness or other similar instruments issued by such Person. Except as
otherwise provided for herein, the amount of an Investment shall be its fair
market value at the time the Investment is made and without giving effect to
subsequent changes in value.

          For purposes of the definition of "Unrestricted Subsidiary", the
definition of "Restricted Payment" and Section 4.04,

          (1)  "Investment" shall include the portion (proportionate to the
     Company's equity interest in such Subsidiary) of the fair market value of
     the net assets of any Subsidiary of the Company at the time that such
     Subsidiary is designated an Unrestricted Subsidiary; provided, however,
     that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
     the Company shall be deemed to continue to have a permanent "Investment" in
     an Unrestricted Subsidiary equal to an amount (if positive) equal to (x)
     the Company's "Investment" in such Subsidiary at the time of such
     redesignation less (y) the portion (proportionate to the Company's equity
     interest in such Subsidiary) of the fair market value of the net assets of
     such Subsidiary at the time of such redesignation; and

          (2)  any property transferred to or from an Unrestricted Subsidiary
     shall be valued at its fair market value at the time of such transfer, in
     each case as determined in good faith by the Board of Directors.

          "Investment Grade Rating" means a rating equal to or higher than
Baa3 (or the equivalent) and BBB- (or the equivalent) by Moody's Investors
Service, Inc. (or any successor to the rating agency business thereof) and
Standard & Poor's Ratings Group (or any successor to the rating agency
business thereof), respectively.

          "Issue Date" means June 7, 2001.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

          "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 relating
to mortgage loans for





                                                                          21

which Melody is servicer prior to distribution of such payments to or for the
benefit of the holders of such loans, so long as (1) Melody applies all
proceeds of loans made under such credit facility to purchase Temporary
Cash Investments and (2) all such Temporary Cash 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, 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 (subject to customary exceptions) 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 Permitted Indebtedness" means Indebtedness of Melody under the
Melody Loan Arbitrage Facility, the Melody Mortgage Warehousing Facility and the
Melody Working Capital Facility and Indebtedness of any Mortgage Banking
Subsidiary under the Melody Mortgage Warehousing Facility that is, in all cases,
 non-recourse to the Company or any of its other Subsidiaries.

          "Melody Working Capital Facility" means a credit facility provided by
a financial institution to Melody, so long as (1) the proceeds of loans
thereunder are applied only to provide working capital to Melody, (2) loans
under such credit facility are unsecured, and (3) the aggregate principal amount
of loans outstanding under such credit facility at no time exceeds $1.0 million.

          "Merger" means the merger of BLUM CB Corp. with and into CB Richard
Ellis Services pursuant to the Merger Agreement.





                                                                             22

          "Merger Agreement" means the amended and restated agreement and plan
of merger dated as of May 31, 2001, among CB Richard Ellis Services, Parent and
Merger Sub, as such agreement may be further amended so long as such amendments
are not adverse to Holders, and all other documents entered into or delivered
in connection with the Merger Agreement.

          "Merger Date" means the date the Merger is consummated.

          "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 or assignment of such mortgage loans
and the related mortgages to another person (other than the Company or any of
its Subsidiaries) within sixty 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 business.

          "Mortgage Banking Subsidiary" means Melody and its subsidiaries
that are engaged in Mortgage Banking Activities.

          "Net Available Cash" from an Asset Disposition means cash
payments received therefrom (including any cash payments received by way
of deferred payment of principal pursuant to a note or installment receivable
or otherwise and proceeds from the sale or other disposition of any securities
received as consideration, but only as and when received, but excluding any
other consideration received in the form of assumption by the acquiring Person
of Indebtedness or other obligations relating to such properties or assets or
received in any other noncash form), in each case net of

          (1)  all legal, accounting, investment banking and brokerage fees,
     title and recording tax expenses, commissions and other fees and expenses
     incurred, and all Federal, state, provincial, foreign and local taxes
     required to be accrued as a liability under GAAP, as a consequence of such
     Asset Disposition,

          (2)  all payments made on any Indebtedness which is secured by any
     assets subject to such Asset Disposition, in accordance with the terms of
     any Lien upon or other security agreement of any kind with





                                                                              23

     respect to such assets, or which must by its terms, or in order to obtain a
     necessary consent to such Asset Disposition, or by applicable law, be
     repaid out of the proceeds from such Asset Disposition,

          (3)  all distributions and other payments required to be made to
     minority interest holders in Subsidiaries or joint ventures as a result of
     such Asset Disposition and

          (4)  the deduction of appropriate amounts provided by the seller as a
     reserve, in accordance with GAAP, against any liabilities associated with
     the property or other assets disposed in such Asset Disposition and
     retained by the Company or any Restricted Subsidiary after such Asset
     Disposition.

          "Net Cash Proceeds", with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys'
fees, accountants' fees, underwriters' or placement agents' fees, discounts
or commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

          "Obligations" means with respect to any Indebtedness all obligations
for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

          "Offering Circular" means the Confidential Offering Circular dated
May 31, 2001, as supplemented by the Supplement dated June 6, 2001, relating
to the Securities.

          "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chairman of the Americas, any Vice President,
the Chief Financial Officer, the Treasurer or the Secretary of the Company.

          "Officers' Certificate" means a certificate signed by two Officers.

          "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee.

          "Parent" means CBRE Holding, Inc.





                                                                          24

          "Parent Senior Notes" means Parent's 16% Senior Notes Due 2011.

          "Parent Guaranty" means the Guarantee by Parent of the Company's
obligations with respect to the Securities contained in this Indenture.

          "Permitted Co-investment" means any Investment by any Restricted
Subsidiary which is formed solely to acquire up to 5% of the Capital Stock of
any Person (a "Co- investment Entity") managed by such Restricted Subsidiary
whose principal purpose is to invest, directly or indirectly, in commercial
real estate; provided, however, that such Restricted Subsidiary is acting in
such capacity pursuant to an arrangement substantially similar to arrangements
entered into by Restricted Subsidiaries involved in such activities prior to
the Issue Date.

          "Permitted Holders" means (1) RCBA and Freeman Spogli, (2) any
member of senior management of the Company on the Merger Date and (3) DLJ
Investment Partners II, L.P. and its affiliates.

          "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in

          (1)  the Company, a Restricted Subsidiary or a Person that will, upon
     the making of such Investment, become a Restricted Subsidiary; provided,
     however, that (A) the primary business of such Restricted Subsidiary is a
     Related Business and (B) such Restricted Subsidiary is not restricted from
     making dividends or similar distributions by contract, operation of law or
     otherwise;

          (2)  another Person if as a result of such Investment such other
     Person is merged or consolidated with or into, or transfers or conveys all
     or substantially all its assets to, the Company or a Restricted Subsidiary;
     provided, however, that such Person's primary business is a Related
     Business;

          (3)  cash and Temporary Cash Investments;

          (4)  receivables owing to the Company or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Company or any





                                                                              25

     such Restricted Subsidiary deems reasonable under the circumstances;

          (5)  payroll, travel, moving and similar advances to cover matters
     that are expected at the time of such advances ultimately to be treated as
     expenses for accounting purposes and that are made in the ordinary course
     of business;

          (6)  loans or advances to employees or independent contractors made in
     the ordinary course of business consistent with past practices of the
     Company or such Restricted Subsidiary;

          (7)  loans or advances to clients and vendors made in the ordinary
     course of business consistent with past practices of the Company or such
     Restricted Subsidiary in an aggregate amount outstanding at any time not
     exceeding $1.5 million;

          (8)  stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Company or any
     Restricted Subsidiary or in satisfaction of judgments;

          (9)  any Person to the extent such Investment represents the non-cash
     portion of the consideration received for an Asset Disposition as permitted
     pursuant to Section 4.06;

          (10) any Person where such Investment was acquired by the Company or
     any of its Restricted Subsidiaries (a) in exchange for any other Investment
     or accounts receivable held by the Company or any such Restricted
     Subsidiary in connection with or as a result of a bankruptcy, workout,
     reorganization or recapitalization of the issuer of such other Investment
     or accounts receivable or (b) as a result of a foreclosure by the Company
     or any of its Restricted Subsidiaries with respect to any secured
     Investment or other transfer of title with respect to any secured
     Investment in default;

          (11) Hedging Obligations entered into in the ordinary course of the
     Company's or any Restricted Subsidiary's business and not for the purpose
     of speculation;

          (12) any Person to the extent such Investment replaces or refinances
     an Investment in such Person existing on the Issue Date or on the Merger
     Date in an





                                                                          26

     amount not exceeding the amount of the Investment being replaced or
     refinanced; provided, however, the new Investment is on terms and
     conditions no less favorable than the Investment being renewed or replaced;

          (13) Investments in insurance on the life of any participant in any
     deferred compensation plan of the Company made in the ordinary course of
     business consistent with past practices of the Company;

          (14) Permitted Co-investments in an aggregate amount not exceeding (a)
     for the period from the day after the Merger Date to December 31, 2001, the
     excess of $20.0 million over the aggregate amount of all such Investments
     made in the period from January 1, 2001 to the Merger Date, and (b) $20.0
     million in each calendar year thereafter; provided, however, that such
     Investments made in Co-investment Entities investing in countries that are
     not members of the Organization for Economic Co-operation and Development
     shall not exceed $5.0 million in any calendar year; provided further,
     however, that (x) at the time of such Investment, no Default shall have
     occurred and be continuing (or result therefrom)and (y) immediately after
     giving pro forma effect to such Investment, the Company would be able to
     Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a); and

          (15) so long as no Default shall have occurred and be continuing (or
     result therefrom), any Person in an aggregate amount which, when added
     together with the amount of all the Investments made pursuant to this
     clause (15) which at such time have not been repaid through repayments of
     loans or advances or other transfers of assets, does not exceed $15.0
     million (with the fair market value of each Investment being measured at
     the time made and without giving effect to subsequent changes in value).

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or





                                                                              27

dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

          "principal" of a Security means the principal of the Security plus the
premium, if any, payable on the Security which is due or overdue or is to become
due at the relevant time.

          "Pro Forma Cost Savings" means, with respect to any period, the
reduction in costs that were

          (1)  directly attributable to an asset acquisition and calculated on a
     basis that is consistent with Regulation S-X under the Securities Act in
     effect and applied as of the Issue Date, or

          (2)  implemented by the business that was the subject of any such
     asset acquisition within six months of the date of the asset acquisition
     and that are supportable and quantifiable by the underlying accounting
     records of such business,

as if, in the case of each of clause (1) and (2), all such reductions in costs
had been effected as of the beginning of such period.

          "Public Equity Offering" means an underwritten primary public offering
of common stock of the Company pursuant to an effective registration statement
under the Securities Act.

          "Purchase Money Indebtedness" means Indebtedness (including Capital
Lease Obligations) (1) consisting of the deferred purchase price of property,
conditional sale obligations, obligations under any title retention agreement,
other purchase money obligations and obligations in respect of industrial
revenue bonds or similar Indebtedness, in each case where the maturity of such
Indebtedness does not exceed the anticipated useful life of the asset being
financed, and (2) Incurred to finance the acquisition by the Company or a
Restricted Subsidiary of such asset, including additions and improvements;
provided, however, that any Lien arising in connection with any such
Indebtedness shall be limited to the specified asset being financed or, in
the case of real property or fixtures, including additions and improvements,
the real property on which such asset is attached; provided further, however,
that such Indebtedness is Incurred within 180 days after such acquisition of
such assets by the Company or any Restricted Subsidiary.





                                                                          28

          "Rating Agencies" means Standard and Poor's Ratings Group and
Moody's Investors Service, Inc. or any successor to the respective rating
agency business thereof.

          "RCBA" means (1) RCBA Strategic Partners, L.P., (2) BLUM Capital
Partners, L.P. and its successors and (3) any investment fund that is
affiliated with BLUM Capital Partners, L.P. or its successors.

          "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinance d" and "Refinancing" shall have correlative meanings.

          "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the
Merger Date or Incurred in compliance with this Indenture, including
Indebtedness that Refinances Refinancing Indebtedness; provided, however,
that:

          (1)  such Refinancing Indebtedness has a Stated Maturity no earlier
     than the Stated Maturity of the Indebtedness being Refinanced;

          (2)  such Refinancing Indebtedness has an Average Life at the time
     such Refinancing Indebtedness is Incurred that is equal to or greater than
     the Average Life of the Indebtedness being Refinanced, and

          (3)  such Refinancing Indebtedness has an aggregate principal amount
     (or if Incurred with original issue discount, an aggregate issue price)
     that is equal to or less than the aggregate principal amount (or if
     Incurred with original issue discount, the aggregate accreted value) then
     outstanding or committed (plus fees and expenses, including any premium and
     defeasance costs) under the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include
(A) Indebtedness of a Restricted Subsidiary that Refinances Indebtedness of
the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.

          "Related Business" means any business in which the Company was engaged
on the Merger Date and any business related, ancillary or complementary to any
business of the Company in which the Company was engaged on the Merger Date.





                                                                          29

          "Representative" means, with respect to a Person, any trustee, agent
or representative (if any) for an issue of Senior Indebtedness of such Person.

          "Restricted Payment" with respect to any Person means

          (1)  the declaration or payment of any dividends or any other
     distributions of any sort in respect of its Capital Stock (including any
     payment in connection with any merger or consolidation involving such
     Person) or similar payment to the direct or indirect holders of its Capital
     Stock (other than dividends or distributions payable solely in its Capital
     Stock (other than Disqualified Stock) and dividends or distributions
     payable solely to the Company or a Restricted Subsidiary, and other than
     pro rata dividends or other distributions made by a Subsidiary that is not
     a Wholly Owned Subsidiary to minority stockholders (or owners of an
     equivalent interest in the case of a Subsidiary that is an entity other
     than a corporation)),

          (2)  the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of the Company held by any Person or of any
     Capital Stock of a Restricted Subsidiary held by any Affiliate of the
     Company (other than a Restricted Subsidiary), including the exercise of any
     option to exchange any Capital Stock (other than into Capital Stock of the
     Company that is not Disqualified Stock),

          (3)  the purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value, prior to scheduled maturity, scheduled
     repayment or scheduled sinking fund payment of any Subordinated Obligations
     of such Person (other than the purchase, repurchase, or other acquisition
     of Subordinated Obligations purchased in anticipation of satisfying a
     sinking fund obligation, principal installment or final maturity, in each
     case due within one year of the date of such purchase, repurchase or other
     acquisition) or

          (4)  the making of any Investment (other than a Permitted Investment)
     in any Person.

          "Restricted Subsidiary" means any Subsidiary of the Company that is
not an Unrestricted Subsidiary.

          "Revolving Credit Facility" means the revolving credit facility
contained in the Credit Agreement and any





                                                                              30

other facility or financing arrangement that Refinances, in whole or in part,
and such revolving credit facility.

          "Sale/Leaseback Transaction" means an arrangement relating to property
owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or
a Restricted Subsidiary leases it from such Person.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Secured Indebtedness" means any Indebtedness of the Company secured
by a Lien.

          "Securities" means the Securities issued under this Indenture.

          "Senior Indebtedness" means, with respect to a Person,

          (1)  Indebtedness of such Person, whether outstanding on the Issue
     Date or thereafter Incurred, and

          (2)  accrued and unpaid interest (including interest accruing on or
     after the filing of any petition in bankruptcy or for reorganization
     relating to such Person whether or not post-filing interest is allowed in
     such proceeding) in respect of (A) indebtedness of such Person for money
     borrowed and (B) indebtedness evidenced by notes, debentures, bonds or
     other similar instruments for the payment of which such Person is
     responsible or liable

unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such obligations are subordinate or pari passu in right of payment to the
Securities or the Subsidiary Guaranty of such Person, as the case may be;
provided, however, that Senior Indebtedness shall not include:

          (1)  any obligation of such Person to any Subsidiary;





                                                                              31

          (2)  any liability for Federal, state, local or other taxes owed or
     owing by such Person,

          (3)  any accounts payable or other liability to trade creditors
     arising in the ordinary course of business (including guarantees thereof or
     instruments evidencing such liabilities),

          (4)  any Indebtedness of such Person (and any accrued and unpaid
     interest in respect thereof) which is subordinate or junior in any respect
     to any other Indebtedness or other obligation of such Person or

          (5)  that portion of any Indebtedness which at the time of Incurrence
     is Incurred in violation of this Indenture provided, however, that such
     Indebtedness shall be deemed not to have been Incurred in violation of the
     Indenture for purposes of this clause (5) if (x) the holders of such
     Indebtedness or their representative or the Company shall have furnished to
     the Trustee an opinion of recognized independent legal counsel, unqualified
     in all material respects, addressed to the Trustee (which legal counsel
     may, as to matters of fact, rely upon an Officers' Certificate) to the
     effect that the Incurrence of such Indebtedness does not violate the
     provisions of the Indenture or (y) such Indebtedness consists of Bank
     Indebtedness, and the holders of such Indebtedness or their agent or
     representative (1) had no actual knowledge at the time of the Incurrence
     that the Incurrence of such Indebtedness violated the Indenture and (2)
     shall have received an Officers' Certificate to the effect that the
     Incurrence of such Indebtedness does not violate the provisions of the
     Indenture.

          "Senior Subordinated Indebtedness" means, with respect to a Person,
the Securities (in the case of the Company, a Guaranty (in the case of a
Guarantor) and any other Indebtedness of such Person that specifically provides
that such Indebtedness is to rank pari passu with the Securities or such
Guaranty, as the case may be; in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of such
Person which is not Senior Indebtedness of such Person.

          "Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.





                                                                          32

          "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon
the happening of any contingency unless such contingency has occurred).

          "Subordinated Obligation" means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or
thereafter Incurred) which is subordinate or junior in right of payment to
the Securities or a Guaranty of such Person, as the case may be, pursuant to
a written agreement to that effect.

          "Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of
the total voting power of shares of Voting Stock is at the time owned or
controlled, directly or indirectly, by (1) such Person, (2) such Person and
one or more Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person.

          "Subsidiary Guarantor" means each Subsidiary of the Company that
executes the Indenture as a guarantor or a Guaranty Agreement on the Merger
Date and each other Subsidiary of the Company that thereafter guarantees the
Securities pursuant to the terms of the Indenture.

          "Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor
of the Company's obligations with respect to the Securities.

          "Temporary Cash Investments" means any of the following:

          (1)  any investment in direct obligations of the United States of
     America or any agency thereof or obligations guaranteed by the United
     States of America or any agency thereof,

          (2)  investments in time deposit accounts, bankers' acceptances,
     certificates of deposit and money market deposits maturing within one year
     of the date of acquisition thereof issued by a bank or trust company which
     is organized under the laws of the United States of America, any State
     thereof or any foreign country recognized by the United States of America,
     and which bank or trust company has capital, surplus and undivided profits
     aggregating in excess of $50,000,000





                                                                              33

     (or the foreign currency equivalent thereof) and has outstanding debt that
     is rated "A" (or such similar equivalent rating) or higher by at least one
     nationally recognized statistical rating organization (as defined in Rule
     436 under the Securities Act) or any money- market fund sponsored by a
     registered broker-dealer or mutual fund distributor,

          (3)  repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clause (1) above and
     clauses (4) and (5) below entered into with a bank meeting the
     qualifications described in clause (2) above,

          (4)  investments in commercial paper, maturing not more than one year
     from the date of creation thereof, issued by a corporation (other than an
     Affiliate of the Company) organized and in existence under the laws of the
     United States of America or any foreign country recognized by the United
     States of America with a rating at the time as of which any investment
     therein is made of "P-1" (or higher) according to Moody's Investors
     Service, Inc. or "A-1" (or higher) according to Standard and Poor's Ratings
     Group,

          (5)  investments in securities with maturities of one year or less
     from the date of acquisition issued or fully guaranteed by any state,
     commonwealth or territory of the United States of America, or by any
     political subdivision or taxing authority thereof, and rated at least "A"
     by Standard & Poor's Ratings Group or "A" by Moody's Investors Service,
     Inc., and

          (6)  other short-term investments utilized by Foreign Restricted
     Subsidiaries in accordance with normal investment practices for cash
     management in investments of a type analogous to the foregoing.

          "Term Loan Facility" means the term loan facilities contained in
the Credit Agreement and any other facilities or financing arrangements that
Refinances in whole or in part any such term loan facility.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.(S).(S).
77aaa-77bbbb) as in effect on the date of this Indenture.

          "Transactions" shall mean, collectively, the following transactions
to occur on or prior to the Merger Date: (a) the consummation of the Merger,
(b) the execution and delivery of the Credit Agreement and the initial





                                                                          34

borrowings thereunder, (c) the execution and delivery of the Indenture
relating to the Parent Senior Notes and the issuance of the Parent Senior
Notes, (d) the closing of the tender offer for and the receipt of the
requisite consents in connection with the consent solicitation in respect
of CB Richard Ellis Services' existing 8 7/8% Senior Subordinated Notes Due
2006, (e) the Cash Equity Contribution and (f) the payment of all fees and
expenses then due and owing that are required to be paid on or prior to the
Merger Date in connection with the offering of the Securities.

          "Trustee" means the party named as such in this Indenture until
a successor replaces it and, thereafter, means the successor.

          "Trust Officer" means the Chairman of the Board, the President or
any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.

          "Uniform Commercial Code" means the New York Uniform Commercial
Code as in effect from time to time.

          "Unrestricted Subsidiary" means:

          (1)  any Subsidiary of the Company that at the time of determination
     shall be designated an Unrestricted Subsidiary by the Board of Directors in
     the manner provided below; and

          (2)  any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary of the Company) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, however, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under Section 4.04. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that immediately
after giving effect to such designation (A) the Company could Incur $1.00 of
additional Indebtedness under Section 4.03(a) and (B) no Default shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be evidenced to





                                                                          35

the Trustee by promptly filing with the Trustee a copy of the resolution of
the Board of Directors giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

          "U.S. Dollar Equivalent" means with respect to any monetary amount
in a currency other than U.S. dollars, at any time for determination thereof,
the amount of U.S. dollars obtained by converting such foreign currency
involved in such computation into U.S. dollars at the spot rate for the
purchase of U.S. dollars with the applicable foreign currency as published
in The Wall Street Journal in the "Exchange Rates" column under the heading
"Currency Trading" on the date two Business Days prior to such determination.

          Except as described in Section 4.03, whenever it is necessary to
determine whether the Company has complied with any covenant in this
Indenture or a Default has occurred and an amount is expressed in a currency
other than U.S. dollars, such amount will be treated as the U.S. Dollar
Equivalent determined as of the date such amount is initially determined in
such currency.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

          "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof.

          "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by
the Company or one or more Wholly Owned Subsidiaries.





                                                                          36

          SECTION 1.02.  Other Definitions.
                         ------------------


                                                  Defined in
                     Term                           Section
                     ----                         ----------
                                                
     "Affiliate Transaction".................       4.08
     "Bankruptcy Law"........................       6.01
     "Blockage Notice".......................      10.03
     "Change of Control Offer"...............       4.09(b)
     "covenant defeasance option"............       8.01(b)
     "Custodian".............................       6.01
     "Event of Default"......................       6.01
     "legal defeasance option"...............       8.01(b)
     "Legal Holiday".........................      13.08
     "Offer"................................        4.07(b)
     "Offer Amount".........................        4.07(c)(2)
     "Offer Period".........................        4.07(c)(2)
     "pay the Securities"....................      10.03
     "Paying Agent"..........................       2.03
     "Payment Blockage Period"...............      10.03
     "Purchase Date"........................        4.07(c)(1)
     "Registrar".............................       2.03
     "Successor Company".....................       5.01


          SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

          "Commission" means the SEC;

          "indenture securities" means the Securities and each Guaranty;

          "indenture security holder" means a Securityholder;

          "indenture to be qualified" means this Indenture and each Guaranty;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the indenture securities means the Company, Parent and
each Subsidiary Guarantor and any other obligor on the indenture securities.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another





                                                                          37
statute or defined by SEC rule have the meanings assigned to them by such
definitions.

          SECTION 1.04.  RULES OF CONSTRUCTION. Unless the context otherwise
requires:

          (1)  a term has the meaning assigned to it;

          (2)  an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (3)  "or" is not exclusive;

          (4)  "including" means including without limitation;

          (5)  words in the singular include the plural and words in the plural
     include the singular;

          (6)  unsecured Indebtedness shall not be deemed to be subordinate or
     junior to Secured Indebtedness merely by virtue of its nature as unsecured
     Indebtedness;

          (7)  the principal amount of any Preferred Stock shall be (i) the
     maximum liquidation value of such Preferred Stock or (ii) the maximum
     mandatory redemption or mandatory repurchase price with respect to such
     Preferred Stock, whichever is greater; and

          (8)  all references to the date the Securities were originally issued
     shall refer to the Issue Date.


                                   ARTICLE 2

                                THE SECURITIES

          SECTION 2.01.  FORM AND DATING. The Exchange Securities, the Private
Exchange Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). Each Security
shall be dated the date of its authentication. The terms of the Securities set
forth in the Appendix and Exhibit A are part of the terms of this Indenture.





                                                                              38

          SECTION 2.02.  EXECUTION AND AUTHENTICATION. One Officer shall sign
the Securities for the Company by manual or facsimile signature.

          If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

          SECTION 2.03.  REGISTRAR AND PAYING AGENT. The Company shall maintain
an office or agency where Securities may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange.
The Company may have one or more co-registrars and one or more additional
paying agents. The term "Paying Agent" includes any additional paying agent.
          The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section
7.07. The Company or any Wholly Owned Subsidiary incorporated or organized
within The United States of America may act as Paying Agent, Registrar, co-
registrar or transfer agent.





                                                                              39

          The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

          SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST. Prior to each due
date of the principal and interest on any Security, the Company shall deposit
with the Paying Agent a sum sufficient to pay such principal and interest when
so becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent
for the payment of principal of or interest on the Securities and shall notify
the Trustee of any default by the Company in making any such payment. If the
Company or a Subsidiary acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

          SECTION 2.05.  SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

          SECTION 2.06.  TRANSFER AND EXCHANGE. The Securities shall be issued
in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the
Registrar shall register the transfer as requested if the requirements of this
Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When
Securities are presented to the Registrar or a co- registrar with a request
to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the
same requirements are met.

          SECTION 2.07.  REPLACEMENT SECURITIES. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost,





                                                                          40

destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Security if the requirements of Section 8-405 of
the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the
Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee,
the Paying Agent, the Registrar and any co-registrar from any loss which any
of them may suffer if a Security is replaced. The Company and the Trustee may
charge the Holder for their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company.

          SECTION 2.08.  OUTSTANDING SECURITIES. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

          If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

          If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient
to pay all principal and interest payable on that date with respect to the
Securities (or portions thereof) to be redeemed or maturing, as the case may
be, and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then
on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

          SECTION 2.09.  TEMPORARY SECURITIES. Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for
temporary Securities.





                                                                          41

          SECTION 2.10.  CANCELLATION. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else
shall cancel and destroy (subject to the record retention requirements of
the Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such
destruction to the Company unless the Company directs the Trustee to
deliver canceled Securities to the Company. The Company may not issue
new Securities to replace Securities it has redeemed, paid or delivered to
the Trustee for cancellation.

          SECTION 2.11.  DEFAULTED INTEREST. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful)
in any lawful manner. The Company may pay the defaulted interest to the
persons who are Securityholders on a subsequent special record date. The
Company shall fix or cause to be fixed any such special record date and
payment date to the reasonable satisfaction of the Trustee and shall
promptly mail to each Securityholder a notice that states the special
record date, the payment date and the amount of defaulted interest to be
paid.

          SECTION 2.12.  CUSIP NUMBERS. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so,
the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state
that no representation is made as to the correctness of such numbers either
as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers.

          SECTION 2.13.  ISSUANCE OF ADDITIONAL SECURITIES. The Company shall
be entitled, subject to its compliance with Section 4.03, to issue Additional
Securities under this Indenture which shall have identical terms as the Initial
Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price. The Initial Securities issued on the Issue Date,
any Additional Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor shall be treated as a single class
for all purposes under this Indenture.





                                                                          42

          With respect to any Additional Securities, the Company shall set
forth in a resolution of the Board of Directors and an Officers' Certificate,
a copy of each which shall be delivered to the Trustee, the following
information:

          (1)  the aggregate principal amount of such Additional Securities
     to be authenticated and delivered pursuant to this Indenture;

          (2)  the issue price, the issue date and the CUSIP number of such
     Additional Securities; provided, however, that no Additional Securities may
     be issued at a price that would cause such Additional Securities to have
     "original issue discount" within the meaning of Section 1273 of the Code
     (unless then applicable regulations under the Code would treat the
     outstanding Securities and the Additional Securities as part of the same
     issue); and

          (3)  whether such Additional Securities shall be Transfer Restricted
     Securities and issued in the form of Initial Securities as set forth in the
     Appendix to this Indenture or shall be issued in the form of Exchange
     Securities as set forth in Exhibit A.

                                   ARTICLE 3

                                  Redemption

          SECTION 3.01.  NOTICES TO TRUSTEE. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities or is required to redeem
Securities pursuant to paragraph 6 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities
to be redeemed and the paragraph of the Securities pursuant to which the
redemption will occur.

          If the Company is required to redeem Securities pursuant to paragraph
6 of the Securities, it may reduce the accreted value of Securities required to
be redeemed to the extent it is permitted a credit by the terms of the
Securities and it notifies the Trustee of the amount of the credit and the
basis for it. If the reduction is based on a credit for redeemed or canceled
Securities that the Company has not previously delivered to the Trustee for
cancellation, it shall deliver such Securities with the notice.





                                                                          43

          The Company shall give each notice to the Trustee provided for in
this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

          SECTION 3.02.  SELECTION OF SECURITIES TO BE REDEEMED. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee in its
sole discretion shall deem to be fair and appropriate and in accordance with
methods generally used at the time of selection by fiduciaries in similar
circumstances. The Trustee shall make the selection from outstanding
Securities not previously called for redemption. The Trustee may select for
redemption portions of the principal of Securities that have denominations
larger than $1,000. Securities and portions of them the Trustee selects shall
be in principal amounts of $1,000 or a whole multiple of $1,000. Provisions
of this Indenture that apply to Securities called for redemption also apply
to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

          SECTION 3.03.  NOTICE OF REDEMPTION. At least 30 days but not more
than 60 days before a date for redemption of Securities (except in the case of
a redemption pursuant to paragraph 6 of the Securities, in which case, the
notice shall be mailed within the time period specified in such paragraph),
the Company shall mail a notice of redemption by first-class mail to each
Holder of Securities to be redeemed at such Holder's registered address.

          The notice shall identify the Securities to be redeemed and shall
state:

          (1)  the redemption date;

          (2)  the redemption price;

          (3)  the name and address of the Paying Agent;

          (4)  that Securities called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;





                                                                              44

          (5)  if fewer than all the outstanding Securities are to be redeemed,
     the identification and principal amounts of the particular Securities to
     be redeemed;

          (6)  that, unless the Company defaults in making such redemption
     payment or the Paying Agent is prohibited from making such payment
     pursuant to the terms of this Indenture, interest on Securities (or portion
     thereof) called for redemption ceases to accrue on and after the redemption
     date;

          (7)  the paragraph of the Securities pursuant to which the Securities
     called for redemption are being redeemed; and

          (8)  that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the
     Securities.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

          SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date). Failure to give
notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder. Once notice of a redemption pursuant to
paragraph 6 of the Securities is mailed, the Company shall be entitled to redeem
the Securities pursuant to such paragraph at the redemption price provided for
therein notwithstanding the occurrence of an Event of Default after the mailing
date of such notice.

          SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE. Prior to the redemption
date, the Company shall deposit with the Paying Agent (or, if the Company or a
Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest on all
Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption which have been delivered by the Company to
the Trustee for cancellation.





                                                                          45

          SECTION 3.06.  SECURITIES REDEEMED IN PART. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security
surrendered.

                                   ARTICLE 4

                                   COVENANTS

          Following the first day that (a) the ratings assigned to the
Securities by both of the Rating Agencies are Investment Grade Ratings and
(b) no Default has occurred and is continuing under the Indenture (and
notwithstanding that the Company may later cease to have an Investment Grade
Rating from either or both Rating Agencies or default under this Indenture),
the Company and its Restricted Subsidiaries shall not be subject to Sections
4.03, 4.04, 4.05, 4.06, 4.07 and 4.08.

          SECTION 4.01.  PAYMENT OF SECURITIES. The Company shall promptly pay
the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Securityholders
on that date pursuant to the terms of this Indenture.

          The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

          SECTION 4.02.  SEC REPORTS. Notwithstanding that the Company may not
be subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide the Trustee and
Securityholders within 15 days after it files them with the SEC with such
annual reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such information, documents and
other reports to be so filed with the SEC at the times specified for the
filings of such information, documents and reports under such Sections
provided, however, that the





                                                                          46

Company shall not be so obligated to file such reports with the SEC if the
SEC does not permit such filing, in which event the Company will make
available such information to the Trustee and Securityholders within 15
days after the time the Company would be required to file such information
with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;
provided further, however, that (a) so long as Parent is the Guarantor of
the Securities, the reports, information and other documents required to be
filed and provided as described hereunder may, at the Company's option, be
filed by and be those of Parent rather than the Company and (b) in the event
that Parent conducts any business or holds any significant assets other than
the capital stock of the Company at the time of filing and providing any such
report, information or other document containing financial statements of
Parent, Parent shall include in such report, information or other document
summarized financial information (as defined in Rule 1-02(bb)of Regulation
S-X promulgated by the SEC) with respect to the Company.

          In addition, the Company shall furnish to the Holder of the
Securities and to prospective investors, upon the requests of such Holders,
any information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act so long any Securities are not freely transferable under
the Securities Act. The Company also shall comply with the other provisions
of TIA (S). 314(a).

          SECTION 4.03.  LIMITATION ON INDEBTEDNESS. (a) The Company shall not,
                         --------------------------
and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company and its
Restricted Subsidiaries shall be entitled to Incur Indebtedness if, on the
date of such Incurrence and after giving effect thereto, no Default has
occurred and is continuing and the Consolidated Coverage Ratio exceeds 2.25
to 1 if such Indebtedness is Incurred prior to June 1, 2003 or 2.5 to 1 if
such Indebtedness is Incurred thereafter.

          (b)  Notwithstanding the foregoing paragraph (a), the Company and
the Restricted Subsidiaries shall be entitled to Incur any or all of the
following Indebtedness:

          (1)  Indebtedness Incurred by the Company pursuant to any Revolving
     Credit Facility; provided, however, that, immediately after giving effect
     to any such Incurrence, the aggregate principal amount of all Indebtedness
     Incurred under this clause (1) and then outstanding does not exceed the
     greater of (A) $100.0 million less the sum of all principal





                                                                          47

     payments with respect to such Indebtedness pursuant to Section
     4.06(a)(3)(A) and (B) 80% of the book value of the accounts receivable of
     the Company and its Restricted Subsidiaries;

          (2)  Indebtedness Incurred by the Company pursuant to any Term Loan
     Facility; provided, however, that, after giving effect to any such
     Incurrence, the aggregate principal amount of all Indebtedness Incurred
     under this clause (2) and then outstanding does not exceed $225.0 million
     less the aggregate sum of all principal payments actually made from time to
     time after the Issue Date with respect to such Indebtedness (other than
     principal payments made from Refinancings thereof);

          (3)  Indebtedness owed to and held by the Company or a Restricted
     Subsidiary; provided, however, that (A) any subsequent issuance or
     transfer of any Capital Stock which results in any such Restricted
     Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
     transfer of such Indebtedness (other than to the Company or a
     Restricted Subsidiary) shall be deemed, in each case, to constitute
     the Incurrence of such Indebtedness by the obligor thereon and (B)
     if the Company is the obligor on such Indebtedness, such Indebtedness
     is expressly subordinated to the prior payment in full in cash of all
     obligations with respect to the Securities;

          (4)  the Securities and the Exchange Securities (other than any
     Additional Securities);

          (5)  Indebtedness of CB Richard Ellis Services and its Subsidiaries
     outstanding on both the Issue Date and the Merger Date (after giving effect
     to the Transactions) (other than Indebtedness described in clause (1), (2),
     (3) or (4) of this Section 4.03(b));

          (6)  Indebtedness of a Restricted Subsidiary Incurred and outstanding
     on or prior to the date on which such Subsidiary was acquired by the
     Company (other than Indebtedness Incurred in connection with, or to provide
     all or any portion of the funds or credit support utilized to consummate,
     the transaction or series of related transactions pursuant to which such
     Subsidiary became a Subsidiary or was acquired by the Company); provided,
     however, that on the date of such acquisition and after giving effect
     thereto, the aggregate principal amount of all Indebtedness Incurred





                                                                              48

     pursuant to this clause (6) and then outstanding does not exceed $10.0
     million;

          (7)  Refinancing Indebtedness in respect of Indebtedness Incurred
     pursuant to Section 4.03(a) or pursuant to clause (4), (5) or (6) of this
     Section 4.03(b) or this clause (7); provided, however, that to the extent
     such Refinancing Indebtedness directly or indirectly Refinances
     Indebtedness of a Subsidiary Incurred pursuant to clause (6), such
     Refinancing Indebtedness shall be Incurred only by such Subsidiary;

          (8)  Hedging Obligations entered into in the ordinary course of
     business and not for the purpose of speculation;

          (9)  obligations in respect of letters of credit, performance, bid and
     surety bonds, completion guarantees, payment obligations in connection with
     self-insurance or similar requirements provided by the Company or any
     Restricted Subsidiary in the ordinary course of business;

          (10) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business; provided, however,
     that such Indebtedness is extinguished within five Business Days of its
     Incurrence;

          (11) any Guarantee (including the Subsidiary Guaranties) by the
     Company or a Restricted Subsidiary of Indebtedness or other obligations of
     the Company or any of its Restricted Subsidiaries so long as the Incurrence
     of such Indebtedness by the Company or such Restricted Subsidiary is
     permitted under the terms of this Indenture (other than Indebtedness
     Incurred pursuant to clause (6) above);

          (12) Indebtedness arising from agreements providing for
     indemnification, adjustment of purchase price or similar obligations, in
     each case, incurred or assumed in connection with the acquisition or
     disposition of any business, assets or a Subsidiary; provided that (A) such
     Indebtedness is not reflected on the balance sheet of the Company or any
     Restricted Subsidiary (contingent obligations referred to in a footnote or
     footnotes to financial statements and not otherwise reflected on the
     balance sheet will not be deemed to be reflected on such balance sheet for





                                                                              49

     purposes of this clause (A)) and (B) in the case of a disposition, the
     maximum liability in respect of such Indebtedness shall at no time exceed
     the gross proceeds including non-cash proceeds (the fair market value of
     such non-cash proceeds being determined at the time received and without
     giving effect to any subsequent changes in value) actually received by the
     Company or such Restricted Subsidiary in connection with such disposition;
          (13) Melody Permitted Indebtedness;

          (14) Purchase Money Indebtedness Incurred to finance the acquisition
     by the Company or any Restricted Subsidiary of any fixed or capital assets
     in the ordinary course of business in an aggregate principal amount which,
     when taken together with all other Indebtedness Incurred pursuant to this
     clause (14) and then outstanding, does not exceed $10.0 million;

          (15) Indebtedness of Foreign Restricted Subsidiaries in an aggregate
     principal amount which, when taken together with all other Indebtedness of
     Foreign Restricted Subsidiaries Incurred pursuant to this clause (15) and
     then outstanding, does not exceed $15.0 million; and

          (16) Indebtedness of the Company or any Restricted Subsidiary in an
     aggregate principal amount which, when taken together with all other
     Indebtedness of the Company and the Restricted Subsidiaries outstanding on
     the date of such Incurrence (other than Indebtedness permitted by clauses
     (1) through (15) of this Section 4.03(b) or Section 4.03(a)), does not
     exceed $30.0 million.

          (c)  Notwithstanding the foregoing, none of the Company or any
Restricted Subsidiary shall Incur any Indebtedness pursuant to Section 4.03(b)
if the proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Obligations of the Company or any Restricted Subsidiary unless
such Indebtedness shall be subordinated to the Securities or the applicable
Subsidiary Guaranty to at least the same extent as such Subordinated
Obligations.

          (d)  For purposes of determining compliance with this Section 4.03,
(1) in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness described herein, the Company, in its sole
discretion, shall classify such item of Indebtedness at





                                                                          50

the time of Incurrence and only be required to include the amount and type of
such Indebtedness in one of the above clauses (provided that any Indebtedness
originally classified as Incurred pursuant to clause (b)(16) above may later
be reclassified as having been Incurred pursuant to paragraph (a) above to
the extent that such reclassified Indebtedness could be Incurred pursuant to
paragraph (a) above at the time of such reclassification) and (2) the Company
shall be entitled to divide and classify an item of Indebtedness in more than
one of the types of Indebtedness described herein.

          (e)  Notwithstanding Section 4.03(a) or 4.03(b), none of the Company,
Parent and any Restricted Subsidiary shall Incur (1) any Indebtedness if such
Indebtedness is subordinate or junior in ranking in any respect to any Senior
Indebtedness of such Person, unless such Indebtedness is Senior Subordinated
Indebtedness of such Person or is expressly subordinated in right of payment
to Senior Subordinated Indebtedness of such Person or (2) any Secured
Indebtedness that is not Senior Indebtedness of such Person unless
contemporaneously therewith such Person makes effective provision to secure
the Securities or applicable Guaranty equally and ratably with such Secured
Indebtedness for so long as such Secured Indebtedness is secured by a Lien.

          (f)  For purposes of determining compliance with any U.S. dollar
restriction on the Incurrence of Indebtedness where the Indebtedness Incurred
is denominated in a different currency, the amount of such Indebtedness will
be the U.S. Dollar Equivalent determined on the date of the Incurrence of such
Indebtedness, provided, however, that if any such Indebtedness denominated in
a different currency is subject to a Currency Agreement with respect to U.S.
dollars covering all principal, premium, if any, and interest payable on such
Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will
be as provided in such Currency Agreement. The principal amount of any
Refinancing Indebtedness Incurred in the same currency as the Indebtedness
being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness
Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was
determined based on a Currency Agreement, in which case the Refinancing
Indebtedness will be determined in accordance with the preceding sentence,
and (2) the principal amount of the Refinancing Indebtedness exceeds the
principal amount of the Indebtedness being Refinanced, in which case the
U.S. Dollar Equivalent of such excess will be determined on the date such
Refinancing Indebtedness is Incurred.





                                                                          51

          SECTION 4.04.  LIMITATION ON RESTRICTED PAYMENTS. (a) The Company
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment:

          (1)  a Default shall have occurred and be continuing (or would
     result therefrom);

          (2)  the Company is not entitled to Incur an additional $1.00 of
     Indebtedness under Section 4.03(a); or

          (3)  the aggregate amount of such Restricted Payment and all other
     Restricted Payments since the Issue Date would exceed the sum of (without
     duplication):

               (A)  50% of the Consolidated Net Income accrued during the period
          (treated as one accounting period) from the Merger Date to the end of
          the most recent fiscal quarter ended for which internal financial
          statements are available prior to the date of such Restricted Payment
          (or, in case such Consolidated Net Income shall be a deficit, minus
          100% of such deficit); plus

                                 ----

               (B)  100% of the aggregate Net Cash Proceeds received by the
          Company from the issuance or sale of its Capital Stock (other than
          Disqualified Stock) subsequent to the Issue Date (other than an
          issuance or sale to a Subsidiary of the Company and other than an
          issuance or sale to an employee stock ownership plan or to a trust
          established by the Company or any of its Subsidiaries for the benefit
          of their employees) and 100% of any cash capital contribution received
          by the Company from its shareholders subsequent to the Issue Date;
          plus

          ----

               (C)  the amount by which Indebtedness of the Company is reduced
          on the Company's balance sheet upon the conversion or exchange (other
          than by a Subsidiary of the Company) subsequent to the Issue Date of
          any Indebtedness of the Company convertible or exchangeable for
          Capital Stock (other than Disqualified Stock) of the Company (less the
          amount of any cash, or the fair value of any other property,
          distributed by the Company upon such conversion or exchange); plus

                                                                        ----





                                                                          52

               (D)  an amount equal to the sum of (x) the net reduction in the
          Investments (other than Permitted Investments) made by the Company or
          any Restricted Subsidiary in any Person resulting from repurchases,
          repayments or redemptions of such Investments by such Person, proceeds
          realized on the sale of such Investment and proceeds representing the
          return of capital (excluding dividends and distributions), in each
          case received by the Company or any Restricted Subsidiary and (y) to
          the extent such Person is an Unrestricted Subsidiary, the portion
          (proportionate to the Company's equity interest in such Subsidiary) of
          the fair market value of the net assets of such Unrestricted
          Subsidiary at the time such Unrestricted Subsidiary is designated a
          Restricted Subsidiary; provided, however, that the foregoing sum shall
          not exceed, in the case of any such Person or Unrestricted Subsidiary,
          the amount of Investments (excluding Permitted Investments) previously
          made (and treated as a Restricted Payment) by the Company or any
          Restricted Subsidiary in such Person or Unrestricted Subsidiary.

          (b)  The provisions of Section 4.04(a) shall not prohibit:

          (1)  any Restricted Payment made out of the Net Cash Proceeds of the
     substantially concurrent sale of, or made by exchange for, Capital Stock of
     the Company (other than Disqualified Stock and other than Capital Stock
     issued or sold to a Subsidiary of the Company or an employee stock
     ownership plan or to a trust established by the Company or any of its
     Subsidiaries for the benefit of their employees) or a substantially
     concurrent cash capital contribution received by the Company from its
     shareholders; provided, however, that (A) such Restricted Payment shall be
     excluded in the calculation of the amount of Restricted Payments and (B)
     the Net Cash Proceeds from such sale or such cash capital contribution (to
     the extent so used for such Restricted Payment) shall be excluded from the
     calculation of amounts under Section 4.04(a)(3)(B);

          (2)  any purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value of Subordinated Obligations of the
     Company or a Restricted Subsidiary made by exchange for, or out of the
     proceeds of the substantially concurrent sale of, Indebtedness which is
     permitted to be Incurred pursuant





                                                                          53

     to Section 4.03; provided, however, that such purchase, repurchase,
     redemption, defeasance or other acquisition or retirement for value shall
     be excluded in the calculation of the amount of Restricted Payments;

          (3)  dividends paid within 60 days after the date of declaration
     thereof if at such date of declaration such dividend would have complied
     with this Section 4.04; provided, however, that such dividend shall be
     included in the calculation of the amount of Restricted Payments;

          (4)  repurchases of Capital Stock of Parent required under the
     Company's 401(k) plan as it existed as of the Merger Date; provided,
     however, that such repurchases shall be excluded from the calculation of
     the amount of Restricted Payments;

          (5)  so long as no Default has occurred and is continuing, the
     repurchase or other acquisition of shares of Capital Stock of Parent or the
     Company or any of the Company's Subsidiaries from employees (including
     substantially full-time independent contractors), former employees,
     directors, former directors or consultants of the Company or any of its
     Subsidiaries (or permitted transferees of such employees, former employees,
     directors, former directors or consultants), pursuant to the terms of the
     agreements (including employment agreements)or plans (or amendments
     thereto)approved by the Board of Directors under which such individuals
     purchase or sell or are granted the option to purchase or sell, shares of
     such Capital Stock; provided, however, that the aggregate amount of such
     repurchases and other acquisitions shall not exceed the sum of (A) $5.0
     million, (B) the Net Cash Proceeds from the sale of Capital Stock to
     members of management, consultants or directors of the Company and its
     Subsidiaries that occurs after the Merger Date (to the extent the Net Cash
     Proceeds from the sale of such Capital Stock have not otherwise been
     applied to the payment of Restricted Payments by virtue of clause (3)(B) of
     paragraph (a) above) and (C) the cash proceeds of any "key man" life
     insurance policies that are used to make such repurchases; provided
     further, however, that (x) such repurchases and other acquisitions shall be
     excluded in the calculation of the amount of Restricted Payments and (y)
     the Net Cash Proceeds from such sale shall be excluded from the calculation
     of amounts under clause (3)(B) of paragraph (a) above;





                                                                              54

          (6)  Investments made by Melody in connection with the Melody Loan
     Arbitrage Facility or the Melody Mortgage Warehousing Facility; provided,
     however, that such Investments shall be excluded in the calculation of the
     amount of Restricted Payments;

          (7)  payments required pursuant to the terms of the Merger Agreement
     to consummate the Merger; provided, however, that such payments shall be
     excluded in the calculation of the amount of Restricted Payments;

          (8)  dividends to Parent to be used by Parent solely to pay its
     franchise taxes and other fees required to maintain its corporate existence
     and to pay for general corporate and overhead expenses (including salaries
     and other compensation of the employees)incurred by Parent in the ordinary
     course of its business; provided, however, that such dividends shall not
     exceed $1.0 million in any calendar year; provided further, however, that
     such dividends shall be excluded in the calculation of the amount of
     Restricted Payments;

          (9)  payments to Parent in respect of Federal, state and local taxes
     directly attributable to (or arising as a result of) the operations of the
     Company and its consolidated Subsidiaries; provided, however, that the
     amount of such payments in any fiscal year do not exceed the amount that
     the Company and its consolidated Subsidiaries would be required to pay in
     respect of Federal, state and local taxes for such fiscal year were the
     Company to pay such taxes as a stand-alone taxpayer (whether or not all
     such amounts are actually used by Parent for such purposes); provided
     further, however, that such payments shall be excluded in the calculation
     of the amount of Restricted Payments; and

          (10) Restricted Payments in an aggregate amount which, when taken
     together with all Restricted Payments made pursuant to this clause (10)
     which have not been repaid, does not exceed $20.0 million; provided,
     however, that (A) at the time of such Restricted Payments, no Default shall
     have occurred and be continuing (or result therefrom) and (B) such
     Restricted Payments shall be excluded in the calculation of the amount of
     Restricted Payments.

          SECTION 4.05.  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
RESTRICTED SUBSIDIARIES. The Company shall not, and shall not permit any
Restricted Subsidiary





                                                                          55

to, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on its Capital
Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed
to the Company, (b) make any loans or advances to the Company or (c) transfer
any of its property or assets to the Company, except:

          (1)  with respect to clauses (a), (b) and (c),

          (A)  any encumbrance or restriction pursuant to an agreement of CB
     Richard Ellis Services or any of its Subsidiaries in effect at or entered
     into on the Issue Date or, in the case of the Credit Agreement, as in
     effect on the Merger Date;

          (B)  any encumbrance or restriction contained in the terms of any
     Indebtedness Incurred pursuant to Section 4.03(b)(15) or any agreement
     pursuant to which such Indebtedness was issued if (x) either (i) the
     encumbrance or restriction applies only in the event of and during the
     continuance of a payment default or a default with respect to a financial
     covenant contained in such Indebtedness or agreement or (ii) the Company
     determines at the time any such Indebtedness is Incurred (and at the time
     of any modification of the terms of any such encumbrance or restriction)
     that any such encumbrance or restriction will not materially affect the
     Company's ability to make principal or interest payments on the Securities
     and (y) the encumbrance or restriction is not materially more
     disadvantageous to the Holders than is customary in comparable financings
     or agreements (as determined by the Board of Directors in good faith);

          (C)  any encumbrance or restriction with respect to a Restricted
     Subsidiary pursuant to an agreement relating to any Indebtedness Incurred
     by such Restricted Subsidiary on or prior to the date on which such
     Restricted Subsidiary was acquired by the Company (other than Indebtedness
     Incurred as consideration in, or to provide all or any portion of the funds
     or credit support utilized to consummate, the transaction or series of
     related transactions pursuant to which such Restricted Subsidiary became a
     Restricted Subsidiary or was acquired by the Company) and outstanding on
     such date;

          (D)  any encumbrance or restriction pursuant to an agreement effecting
     a Refinancing of Indebtedness





                                                                          56

     Incurred pursuant to an agreement referred to in Section 4.05(1) (A), (B)
     or (C) or this clause (D) or contained in any amendment to an agreement
     referred to in Section 4.05(1)(A), (B) or (C) or this clause (D); provided,
     however, that the encumbrances and restrictions with respect to such
     Restricted Subsidiary contained in any such refinancing agreement or
     amendment are no less favorable to the Securityholders than encumbrances
     and restrictions with respect to such Restricted Subsidiary contained in
     such predecessor agreements; and

          (E)  any encumbrance or restriction pursuant to applicable law; and

          (2)  with respect to clause (c) only,

          (A)  any such encumbrance or restriction consisting of customary non-
     assignment provisions in leases governing leasehold interests to the extent
     such provisions restrict the transfer of the lease or the property leased
     thereunder;

          (B)  restrictions contained in security agreements or mortgages
     securing Indebtedness of a Restricted Subsidiary to the extent such
     restrictions restrict the transfer of the property subject to such security
     agreements or mortgages;

          (C)  restrictions on the transfer of assets subject to any Lien
     permitted under this Indenture imposed by the holder of such Lien; and

          (D)  any restriction with respect to a Restricted Subsidiary imposed
     pursuant to an agreement entered into for the sale or disposition of all or
     substantially all the Capital Stock or assets of such Restricted Subsidiary
     pending the closing of such sale or disposition.

          SECTION 4.06.  LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK.
(a) The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, consummate any Asset Disposition unless (1) the Company
or such Restricted Subsidiary receives consideration at the time of such Asset
Disposition at least equal to the fair market value (including as to the value
of all non-cash consideration), as determined in good faith by the Board of
Directors, of the shares and assets subject to such Asset Disposition; (2) at
least 80% of the consideration thereof received by the Company or such
Restricted Subsidiary is in





                                                                          57

the form of cash or cash equivalents; and (3) an amount equal to 100% of the
Net Available Cash from such Asset Disposition is applied by the Company (or
such Restricted Subsidiary, as the case may be) (A) first, to the extent the
Company elects (or is required by the terms of any Indebtedness), to prepay,
repay, redeem or purchase Senior Indebtedness of the Company or a Subsidiary
Guarantor or Indebtedness (other than any Disqualified Stock) of any other
Wholly Owned Subsidiary (in each case other than Indebtedness owed to the
Company or an Affiliate of the Company) within one year from the later of
the date of such Asset Disposition or the receipt of such Net Available
Cash; (B) second, to the extent of the balance of such Net Available Cash
after application in accordance with clause (A), to the extent the Company
elects, to acquire Additional Assets within one year from the later of the
date of such Asset Disposition or the receipt of such Net Available Cash;
and (C) third, to the extent of the balance of such Net Available Cash after
application in accordance with clauses (A) and (B), to make an Offer to the
holders of the Securities (and to holders of other Senior Subordinated
Indebtedness of the Company designated by the Company) to purchase
Securities (and such other Senior Subordinated Indebtedness of the Company)
pursuant to and subject to the conditions of Section 4.06(b); provided,
however, that in connection with any prepayment, repayment or purchase of
Indebtedness pursuant to clause (A) or (C) above, the Company or such
Restricted Subsidiary shall permanently retire such Indebtedness and shall
cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or purchased.
Notwithstanding the foregoing provisions of this Section 4.06, the Company
and the Restricted Subsidiaries shall not be required to apply any Net
Available Cash in accordance with this Section 4.06(a) except to the extent
that the aggregate Net Available Cash from all Asset Dispositions which is
not applied in accordance with this Section 4.06(a) exceeds $10.0 million.
Pending application of Net Available Cash pursuant to this Section 4.06(a),
such Net Available Cash shall be invested in Temporary Cash Investments or
applied to temporarily reduce revolving credit indebtedness.

          For the purposes of this Section 4.06(a), the following are deemed
to be cash or cash equivalents: (1) the assumption of Indebtedness of the
Company or any Restricted Subsidiary and the release of the Company or such
Restricted Subsidiary from all liability on such Indebtedness in connection
with such Asset Disposition and (2) securities received by the Company or any
Restricted





                                                                          58

Subsidiary from the transferee that are promptly converted by the Company or
such Restricted Subsidiary into cash.

          (b)  In the event of an Asset Disposition that requires the purchase
of Securities (and other Senior Subordinated Indebtedness of the Company)
pursuant to Section 4.06(a)(3)(C), the Company shall purchase Securities
tendered pursuant to an offer by the Company for the Securities (and such
other Senior Subordinated Indebtedness of the Company) (the "Offer") at a
purchase price of 100% of their principal amount (or, in the event such other
Senior Subordinated Indebtedness of the Company was issued with significant
original issue discount, 100% of the accreted value thereof), without premium,
plus accrued but unpaid interest (or, in respect of such other Senior
Subordinated Indebtedness, such lesser price, if any, as may be provided for
by the terms of such Senior Subordinated Indebtedness of the Company) in
accordance with the procedures (including prorating in the event of over-
subscription) set forth in Section 4.06(c). If the aggregate purchase price
of Securities (and any other Senior Subordinated Indebtedness of the Company)
tendered pursuant to the Offer exceeds the Net Available Cash allotted to
their purchase, the Company shall select the Securities and other Senior
Subordinated Indebtedness to be purchased on a pro rata basis but in round
denominations, which in the case of the Securities will be denominations of
$1,000 principal amount or multiples thereof. The Company shall not be
required to make an Offer to purchase Securities (and other Senior
Subordinated Indebtedness of the Company) pursuant to this Section 4.06 if
the Net Available Cash available therefor is less than $10.0 million (which
lesser amount shall be carried forward for purposes of determining whether
such an Offer is required with respect to the Net Available Cash from any
subsequent Asset Disposition).

          (c)  (1)  Promptly, and in any event within 10 days after the Company
becomes obligated to make an Offer, the Company shall deliver to the Trustee
and send, by first-class mail to each Holder, a written notice stating that the
Holder may elect to have his Securities purchased by the Company either in
whole or in part (subject to prorating as described in Section 4.06(b) in the
event the Offer is oversubscribed) in integral multiples of $1,000 of principal
amount, at the applicable purchase price. The notice shall specify a purchase
date not less than 30 days nor more than 60 days after the date of such notice
(the "Purchase Date") and shall contain such information concerning the
business of the Company which the Company in good faith believes will enable
such Holders to make an informed decision (which at a minimum will include (A)
the most recently filed Annual





                                                                          59

Report on Form 10-K (including audited consolidated financial statements) of
the Company, the most recent subsequently filed Quarterly Report on Form
10-Q and any Current Report on Form 8-K of the Company filed subsequent to
such Quarterly Report, other than Current Reports describing Asset
Dispositions otherwise described in the offering materials (or corresponding
successor reports), (B) a description of material developments in the Company's
business subsequent to the date of the latest of such Reports, and (C) if
material, appropriate pro forma financial information) and all instructions
and materials necessary to tender Securities pursuant to the Offer, together
with the information contained in clause (3).

          (2)  Not later than the date upon which written notice of an Offer
is delivered to the Trustee as provided below, the Company shall deliver to
the Trustee an Officers' Certificate as to (A) the amount of the Offer (the
"Offer Amount"), including information as to any other Senior Subordinated
Indebtedness included in the Offer, (B) the allocation of the Net Available
Cash from the Asset Dispositions pursuant to which such Offer is being made
and (C) the compliance of such allocation with the provisions of Section
4.06(a) and (b). On such date, the Company shall also irrevocably deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust) in Temporary Cash
Investments, maturing on the last day prior to the Purchase Date or on
the Purchase Date if funds are immediately available by open of business,
an amount equal to the Offer Amount to be held for payment in accordance
with the provisions of this Section. If the Offer includes other Senior
Subordinated Indebtedness, the deposit described in the preceding sentence
may be made with any other paying agent pursuant to arrangements satisfactory
to the Trustee. Upon the expiration of the period for which the Offer remains
open (the "Offer Period"), the Company shall deliver to the Trustee for
cancellation the Securities or portions thereof which have been properly
tendered to and are to be accepted by the Company. The Trustee shall, on
the Purchase Date, mail or deliver payment (or cause the delivery of payment)
to each tendering Holder in the amount of the purchase price. In the event
that the aggregate purchase price of the Securities delivered by the Company
to the Trustee is less than the Offer Amount applicable to the Securities,
the Trustee shall deliver the excess to the Company immediately after the
expiration of the Offer Period for application in accordance with this
Section 4.06.

          (3)  Holders electing to have a Security purchased shall be
required to surrender the Security, with an appro-





                                                                          60

priate form duly completed, to the Company at the address specified in the
notice at least three Business Days prior to the Purchase Date. Holders shall
be entitled to withdraw their election if the Trustee or the Company receives
not later than one Business Day prior to the Purchase Date, a telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security
purchased. Holders whose Securities are purchased only in part shall be
issued new Securities equal in principal amount to the unpurchased portion
of the Securities surrendered.

          (4)  At the time the Company delivers Securities to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by
the Company pursuant to and in accordance with the terms of this Section.
A Security shall be deemed to have been accepted for purchase at the time
the Trustee, directly or through an agent, mails or delivers payment therefor
to the surrendering Holder.

          (d)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Securities pursuant
to this Section. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section by virtue of its
compliance with such securities laws or regulations.

          SECTION 4.07.  LIMITATION ON AFFILIATE TRANSACTIONS. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, enter into or
permit to exist any transaction (including the purchase, sale, lease or
exchange of any property, employee compensation arrangements or the rendering
of any service) with, or for the benefit of, any Affiliate of the Company
(an "Affiliate Transaction") unless (1) the terms thereof are no less
favorable to the Company or such Restricted Subsidiary than those that
could be obtained at the time of such Affiliate Transaction in arm's-length
dealings with a Person who is not such an Affiliate; (2) if such Affiliate
Transaction involves an amount in excess of $2.5 million, the terms of the
Affiliate Transaction are set forth in writing and a majority of the
directors of the Company disinterested with respect to such Affiliate
Transaction have determined in





                                                                              61

good faith that the criteria set forth in clause (1) are satisfied and have
approved the relevant Affiliate Transaction as evidenced by a resolution of
the Board of Directors; and (3) if such Affiliate Transaction involves an
amount in excess of $10.0 million, the Board of Directors shall also have
received a written opinion from an Independent Qualified Party to the effect
that such Affiliate Transaction is fair, from a financial standpoint, to the
Company and its Restricted Subsidiaries or is not less favorable to the Company
and its Restricted Subsidiaries than could reasonably be expected to be obtained
at the time in an arm's-length transaction with a Person who was not an
Affiliate.

          (b)  The provisions of Section 4.07(a) shall not prohibit (1) any
Investment (other than a Permitted Investment) or other Restricted Payment,
in each case permitted to be made pursuant to Section 4.04; (2) any issuance
of securities, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors; (3)
loans or advances to employees or consultants in the ordinary course of
business of the Company or its Restricted Subsidiaries, but in any event
not to exceed $3.0 million in the aggregate outstanding at any one time;
(4) the payment of reasonable fees and compensation to, or the provision of
employee benefit arrangements and indemnity for the benefit of, directors,
officers, employees and consultants of the Company and its Restricted
Subsidiaries in the ordinary course of business; (5) any transaction between
or among the Company, any Restricted Subsidiary or joint venture or similar
entity which would constitute an Affiliate Transaction solely because the
Company or a Restricted Subsidiary owns an equity interest in or otherwise
controls such Restricted Subsidiary, joint venture or similar entity; (6)
the issuance or sale of any Capital Stock (other than Disqualified Stock)
of the Company; (7) the existence of, or the performance by the Company or
any of its Restricted Subsidiaries of its obligations under the terms of any
stockholders agreement (including any registration rights agreement or
purchase agreement related thereto) or warrant agreement to which it is a
party as of the Merger Date and any similar agreements which it may enter
into thereafter; provided, however, that the existence of, or the performance
by the Company or -any of its Restricted Subsidiaries of obligations under
any future amendment to any such existing agreement or under any similar
agreement entered into after the Merger Date shall only be permitted by
this clause (7) to the extent that the terms of any such amendment or new
agreement are not otherwise disadvantageous to the Holders





                                                                          62

in any material respect; (8) the payment of fees and other expenses to be
paid by Parent, the Company or any of its Subsidiaries in connection with
the Merger; (9) any agreement as in effect on the Merger Date and described
in the Offering Circular or any renewals, extensions or amendments of any
such agreement (so long as such renewals, extensions or amendments are not
less favorable to the Company or the Restricted Subsidiaries)and the
transactions evidenced thereby; and (10) transactions with customers,
clients, suppliers or purchasers or sellers of goods or services in each
case in the ordinary course of business and otherwise in compliance with
the terms of the applicable Indenture which are fair to the Company or its
Restricted Subsidiaries, in the reasonable determination of the Board of
Directors of the Company or the senior management thereof, or are on terms
at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party.

          SECTION 4.08.  LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK
OF RESTRICTED SUBSIDIARIES. The Company (1) shall not, and shall not permit
any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of
any Capital Stock of any Restricted Subsidiary to any Person (other than to
the Company or a Wholly Owned Subsidiary), and (2) shall not permit any
Restricted Subsidiary to issue any of its Capital Stock (other than, if
necessary, shares of its Capital Stock constituting directors' or other
legally required qualifying shares) to any Person (other than the Company
or a Wholly Owned Subsidiary) unless (A) immediately after giving effect
to such issuance, sale or other disposition, neither the Company nor any
of its Subsidiaries owns any Capital Stock of such Restricted Subsidiary
or (B) immediately after giving effect to such issuance, sale or other
disposition, such Restricted Subsidiary would no longer constitute a
Restricted Subsidiary and any Investment in such Person (other than in
the case of an Exempt Subsidiary) remaining after giving effect thereto
is treated as a new Investment by the Company and such Investment would
have been permitted to be made under Section 4.04 if made on the date of
such issuance, sale or other disposition.

          SECTION 4.09.  CHANGE OF CONTROL. (a) Upon the occurrence of a
Change of Control, each Holder shall have the right to require that the
Company purchase such Holder's Securities at a purchase price in cash
equal to 101% of the principal amount thereof on the date of purchase
plus accrued and unpaid interest, if any, to the date of purchase (subject
to the right of holders of record on the relevant record date to receive
interest due on the relevant interest





                                                                          63

payment date), in accordance with the terms contemplated in Section 4.09(b).
In the event that at the time of such Change of Control the terms of the
Credit Agreement prohibit the Company from making a Change of Control Offer
or from purchasing Securities pursuant thereto, then prior to the mailing of
the notice to Holders provided for in Section 4.09(b) below but in any event
within 30 days following any Change of Control, the Company shall (1) repay
in full all indebtedness outstanding under the Credit Agreement offer to repay
in full all such indebtedness and repay the indebtedness of each lender who
has accepted such offer or (ii) obtain the requisite consent under the Credit
Agreement to permit the repurchase of the Securities as provided for in Section
4.09(b).

          (b)  Within 30 days following any Change of Control, unless the
Company has exercised its option to redeem all the Securities pursuant to
paragraph 6 of the Securities the Company shall mail a notice to each Holder
with a copy to the Trustee (the "Change of Control Offer") stating:

          (1)  that a Change of Control has occurred and that such Holder has
     the right to require the Company to purchase such Holder's Securities at a
     purchase price in cash equal to 101% of the principal amount thereof on the
     date of purchase plus accrued and unpaid interest, if any, to the date of
     purchase (subject to the right of Holders of record on the relevant record
     date to receive interest on the relevant interest payment date);

          (2)  the circumstances and relevant facts regarding such Change of
     Control (including information with respect to pro forma historical income,
     cash flow and capitalization, in each case after giving effect to such
     Change of Control);

          (3)  the purchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed); and

          (4)  the instructions, as determined by the Company, consistent with
     this Section, that a Holder must follow in order to have its Securities
     purchased.

          (c)  Holders electing to have a Security purchased will be required
to surrender the Security, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders will be entitled to withdraw





                                                                          64

their election if the Trustee or the Company receives not later than one
Business Day prior to the purchase date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security
purchased.

          (d)  On the purchase date, all Securities purchased by the Company
under this Section shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

          (e)  Notwithstanding the foregoing provisions of this Section, the
Company shall not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner,
at the times and otherwise in compliance with the requirements set forth in
this Section applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change
of Control Offer or if the Company has exercised its option to redeem all the
Securities pursuant to paragraph 6 of the Securities.

          (f)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Securities pursuant
to this Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue of its compliance
with such securities laws or regulations.

          SECTION 4.10.  FUTURE GUARANTORS. On the Merger Date, the Company
shall cause each of its Restricted Subsidiaries that is a guarantor under
the Credit Agreement to execute and deliver to the Trustee a Guaranty
Agreement pursuant to which such Restricted Subsidiary shall Guarantee
the Company's obligations with respect to the Securities on the terms set
forth therein. After the Merger Date, the Company shall cause each Restricted
Subsidiary that Guarantees any Indebtedness of the Company to, at the same
time, execute and deliver to the Trustee a Guaranty Agreement pursuant to
which such Restricted Subsidiary shall Guarantee the Company's obligations
with respect to the Securities on the terms set forth herein.





                                                                          65

          SECTION 4.11.  COMPLIANCE CERTIFICATE. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company
an Officers' Certificate stating that in the course of the performance by
the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any
Default that occurred during such period. If they do, the certificate shall
describe the Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with
TIA ss. 314(a)(4).

          SECTION 4.12.  PAYMENT OF ADDITIONAL INTEREST. If additional
interest is payable by the Company pursuant to the Registration Rights
Agreement and paragraph 1 of the Securities, the Company shall deliver to
the Trustee a certificate to that effect stating (i) the amount of such
additional interest that is payable and (ii) the date on which such interest
is payable. Unless and until the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Registration Default (as defined
in the Registration Rights Agreement) exists and that no additional interest
is owed by the Company. If the Company has paid additional interest directly
to the persons entitled to such interest, the Company shall deliver to the
Trustee a certificate setting forth the particulars of such payment.

          SECTION 4.13.  FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                   ARTICLE 5

                           MERGER AND CONSOLIDATION


          Following the first day that (a) the ratings assigned to the Notes
by both of the Rating Agencies are Investment Grade Ratings and (b) no
Default has occurred and is continuing under this Indenture (and
notwithstanding that the Company may later cease to have an Investment
Grade Rating from either or both Rating Agencies or default under the
Indenture), the Company shall not be subject to clause (3) of Section 5.01(a).

          SECTION 5.01.  WHEN COMPANY, SUBSIDIARY GUARANTORS AND PARENT MAY
MERGE OR TRANSFER ASSETS. (a) The Company shall not consolidate with or merge
with or into, or convey,





                                                                          66

transfer or lease, in one transaction or a series of transactions, directly
or indirectly, all or substantially all its assets to, any Person, unless:

          (1)  the resulting, surviving or transferee Person (the "Successor
     Company") shall be a Person organized and existing under the laws of the
     United States of America, any State thereof or the District of Columbia and
     the Successor Company (if not the Company) shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form reasonably satisfactory to the Trustee, all the obligations of the
     Company under the Securities and this Indenture;

          (2)  immediately after giving pro forma effect to such transaction
     (and treating any Indebtedness which becomes an obligation of the Successor
     Company or any Subsidiary as a result of such transaction as having been
     Incurred by the Successor Company or such Subsidiary at the time of such
     transaction), no Default shall have occurred and be continuing;

          (3)  immediately after giving pro forma effect to such transaction,
     the Successor Company would be able to Incur an additional $1.00 of
     Indebtedness pursuant to Section 4.03(a); and

          (4)  the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture (if any)
     comply with this Indenture;

provided, however, that clause (3) shall not be applicable to (A) a Restricted
-Subsidiary consolidating with, merging into or transferring all or part of its
properties and assets to the Company or (B) the Company merging with an
Affiliate of the Company solely for the purpose and with the sole effect of
reincorporating the Company in another jurisdiction. In addition,
notwithstanding clause (3) above, BLUM CB Corp. may merge into CB Richard Ellis
Services, Inc. on the Merger Date as contemplated by the Merger Agreement.

          The Successor Company shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, and the predecessor Company, except in the
case of a lease, shall be released from the obligation to pay the principal of
and interest on the Securities.





                                                                          67

          (b)  The Company shall not permit any Subsidiary Guarantor to
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or series of transactions, all or substantially all of its assets
to any Person unless:

          (1)  except in the case of a Subsidiary Guarantor that has been
     disposed of in its entirety to another Person (other than to the Company or
     an Affiliate of the Company), whether through a merger, consolidation or
     sale of Capital Stock or assets, if in connection therewith the Company
     provides an Officers' Certificate to the Trustee to the effect that the
     Company will comply with its obligations under Section 4.06 in respect of
     such disposition, the resulting, surviving or transferee Person (if not
     such Subsidiary) shall be a Person organized and existing under the laws of
     the jurisdiction under which such Subsidiary was organized or under the
     laws of the United States of America, or any State thereof or the District
     of Columbia, and such Person shall expressly assume, by a Guaranty
     Agreement, all the obligations of such Subsidiary, if any, under its
     Subsidiary Guaranty;

          (2)  immediately after giving effect to such transaction or
     transactions on a pro forma basis (and treating any Indebtedness which
     becomes an obligation of the resulting, surviving or transferee Person as a
     result of such transaction as having been issued by such Person at the time
     of such transaction), no Default shall have occurred and be continuing; and

          (3)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that such consolidation, merger or
     transfer and such Guaranty Agreement, if any, complies with this Indenture.

          (c)  Parent shall not consolidate with or merge with or into, or
convey, transfer or lease, in one transaction or a series of transactions, all
or substantially all of its assets to any Person unless:

          (1)  the resulting, surviving or transferee Person (if not Parent)
     shall be a Person organized and existing under the laws of the United
     States of America, any State thereof or the District of Columbia, and
     such Person shall expressly assume, by a Guaranty Agreement, all the
     obligations of Parent, if any, under its Guaranty;





                                                                          68

          (2)  immediately after giving effect to such transaction or
     transactions on a pro forma basis (and treating any Indebtedness which
     becomes an obligation of the resulting, surviving or transferee Person as a
     result of such transaction as having been issued by such Person at the time
     of such transaction), no Default shall have occurred and be continuing; and

          (3)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that such consolidation, merger or
     transfer and such Guaranty Agreement, if any, complies with this Indenture.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

          SECTION 6.01.  EVENTS OF DEFAULT. An "Event of Default" occurs if:

          (1)  the Company defaults in any payment of interest on any Security
     when the same becomes due and payable, whether or not such payment shall be
     prohibited by Article 10, and such default continues for a period of 30
     days;

          (2)  the Company (i) defaults in the payment of the principal of any
     Security when the same becomes due and payable at its Stated Maturity, upon
     redemption, upon declaration of acceleration or otherwise, whether or not
     such payment shall be prohibited by Article 10 or (ii) fails to redeem or
     purchase Securities when required pursuant to this Indenture or the
     Securities, whether or not such redemption or purchase shall be prohibited
     by Article 10;

          (3)  the Company, Parent or any Subsidiary Guarantor fails to comply
     with Section 5.01;

          (4)  the Company, Parent or any Subsidiary Guarantor, as the case may
     be, fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
     4.09 or 4.10 (other than a failure to purchase Securities when required
     under Section 4.06 or 4.09) and such failure continues for 30 days after
     the notice specified below;

          (5)  the Company, Parent or any Subsidiary Guarantor fails to comply
     with any of its agreements in





                                                                              69

     the Securities or this Indenture (other than those referred to in clause
     (1), (2), (3) or (4) above) and such failure continues for 60 days after
     the notice specified below;

          (6)  Indebtedness of the Company or any Significant Subsidiary is not
     paid within any applicable grace period after final maturity or is
     accelerated by the holders thereof because of a default and the total
     amount of such Indebtedness unpaid or accelerated exceeds $10.0 million, or
     its foreign currency equivalent at the time;

          (7)  the Company or any Significant Subsidiary pursuant to or within
     the meaning of any Bankruptcy Law:

               (A)  commences a voluntary case;

               (B)  consents to the entry of an order for relief against it in
          an involuntary case;

               (C)  consents to the appointment of a Custodian of it or for any
          substantial part of its property; or

               (D)  makes a general assignment for the benefit of its creditors;
     or takes any comparable action under any foreign laws relating to
     insolvency;

          (8)  a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (A)  is for relief against the Company or any Significant
          Subsidiary in an involuntary case;

               (B)  appoints a Custodian of the Company or any Significant
          Subsidiary or for any substantial part of its property; or
               (C)  orders the winding up or liquidation of the Company or any
          Significant Subsidiary;

     or any similar relief is granted under any foreign laws and the order or
     decree remains unstayed and in effect for 60 days;

          (9)  any judgment or decree for the payment of money (other than
     judgments which are covered by





                                                                          70

     enforceable insurance policies issued by solvent carriers) in excess of
     $10.0 million (or its foreign currency equivalent at the time) is entered
     against the Company or any Significant Subsidiary, remains outstanding for
     a period of 60 days following the entry of such judgment or decree and is
     not discharged, waived or the execution thereof stayed within 10 days after
     the notice specified below; or

          (10) the Parent Guaranty or a Subsidiary Guaranty ceases to be in full
     force and effect (other than in accordance with the terms of such Guaranty)
     or a Guarantor denies or disaffirms its obligations under its Guaranty.

          The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

          The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

          A Default under clauses (4), (5) or (9) is not an Event of Default
until the Trustee or the holders of at least 25% in principal amount of the
outstanding Securities notify the Company of the Default and the Company does
not cure such Default within the time specified after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state
that such notice is a "Notice of Default".

          The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (6) or (10) and any event which with
the giving of notice or the lapse of time would become an Event of Default
under clause (4), (5) or (9), its status and what action the Company is
taking or proposes to take with respect thereto.

          SECTION 6.02.  ACCELERATION. If an Event of Default (other than an
Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least 25% in principal amount of the





                                                                          71

Securities by notice to the Company and the Trustee, may declare the principal
of and accrued but unpaid interest on all the Securities to be due and payable;
provided, however, that so long as any Bank Indebtedness remains outstanding,
no such acceleration shall be effective until the earlier of (1) five Business
Days after the giving of written notice to the Company and the administrative
agent (or similar agent if there is no administrative agent) under the Credit
Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon
such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 6.01(7) or (8) with
respect to the Company occurs and is continuing, the principal of and interest
on all the Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or
any Security-holders. The Holders of a majority in principal amount of the
Securities by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because
of acceleration. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

          SECTION 6.03.  OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

          SECTION 6.04.  WAIVER OF PAST DEFAULTS. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment of
the principal of or interest on a Security (ii) a Default arising from the
failure to redeem or purchase any Security when required pursuant to this
Indenture or (iii) a Default in respect of a provision that under Section
9.02 cannot be amended without the consent of each Securityholder affected.
When a Default is waived, it is deemed cured, but no such





                                                                              72

waiver shall extend to any subsequent or other Default or impair any consequent
right.

          SECTION 6.05.  CONTROL BY MAJORITY. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.

          SECTION 6.06.  LIMITATION ON SUITS. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

          (1)  the Holder gives to the Trustee written notice stating that an
     Event of Default is continuing;

          (2)  the Holders of at least 25% in principal amount of the Securities
     make a written request to the Trustee to pursue the remedy;

          (3)  such Holder or Holders offer to the Trustee reasonable security
     or indemnity against any loss, liability or expense;

          (4)  the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of security or indemnity; and

          (5)  the Holders of a majority in principal amount of the Securities
     do not give the Trustee a direction inconsistent with the request during
     such 60-day period.

          A Securityholder may not use this Indenture to prejudice the rights
of another Securityholder or to obtain a preference or priority over another
Securityholder.





                                                                          73

          SECTION 6.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder,
on or after the respective due dates expressed in the Securities, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

          SECTION 6.08.  COLLECTION SUIT BY TRUSTEE. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount then due and owing (together with interest
on any unpaid interest to the extent lawful) and the amounts provided for in
Section 7.07.

          SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may
file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

          SECTION 6.10.  PRIORITIES.  If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property
in the following order:

          FIRST:  to the Trustee for amounts due under Section 7.07;

          SECOND:  to holders of Senior Indebtedness of the Company and, if such
     money or property has been collected from a Guarantor, to holders of Senior
     Indebtedness of such Guarantor, in each case to the extent required by
     Article 10 and 12;

          THIRD:  to Securityholders for amounts due and unpaid on the
     Securities for principal and interest, ratably, without preference or
     priority of any kind,





                                                                          74

     according to the amounts due and payable on the Securities for principal
     and interest, respectively; and

          FOURTH:  to the Company.

          The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section. At least 15 days before such record
date, the Company shall mail to each Securityholder and the Trustee a notice
that states the record date, the payment date and amount to be paid.

          SECTION 6.11.  UNDERTAKING FOR COSTS. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

          SECTION 6.12.  WAIVER OF STAY OR EXTENSION LAWS. The Company (to the
extent it may lawfully do so under applicable law) shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE 7

                                    TRUSTEE

          SECTION 7.01.  DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.





                                                                          75

          (b)  Except during the continuance of an Event of Default:

          (1)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

          (c)  The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

          (1)  this paragraph does not limit the effect of paragraph (b) of this
     Section;

          (2)  the Trustee shall not be liable for any error of judgment made in
     good faith by a Trust Officer unless it is proved that the Trustee was
     negligent in ascertaining the pertinent facts; and

          (3)  the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

          (d)  Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

          (e)  The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

          (f)  Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

          (g)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its





                                                                          76

duties hereunder or in the exercise of any of its rights or powers, if it
shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it.

          (h)  Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section and to the provisions of the TIA.

          SECTION 7.02.  RIGHTS OF TRUSTEE. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated
in the document.

          (b)  Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

          (c)  The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

          (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

          (e)  The Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.

          SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

          SECTION 7.04.  TRUSTEE'S DISCLAIMER.  The Trustee shall not be
responsible for and makes no representation as





                                                                              77

to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use of the proceeds from the Securities, and
it shall not be responsible for any statement of the Company in the Indenture
or in any document issued in connection with the sale of the Securities or in
the Securities other than the Trustee's certificate of authentication.

          SECTION 7.05.  NOTICE OF DEFAULTS. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within 90 days after it occurs. Except
in the case of a Default in payment of principal of or interest on any Security
(including payments pursuant to the mandatory redemption provisions of such
Security, if any), the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders.

          SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS. As promptly as
practicable after each May 15 beginning with the May 15 following the date
of this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of May 15 that
complies with TIA (s) 313(a). The Trustee also shall comply with TIA (s) 313(b).

          A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

          SECTION 7.07.  COMPENSATION AND INDEMNITY. The Company shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee against any
and all loss, liability or expense (including attorneys' fees) incurred by it
in connection with the administration of this trust and the performance of its
duties hereunder. The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so





                                                                              78

notify the Company shall not relieve the Company of its obligations hereunder.
The Company shall defend the claim and the Trustee may have separate counsel and
the Company shall pay the fees and expenses of such counsel. The Company need
not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own wilful misconduct, negligence
or bad faith.

          To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust
to pay principal of and interest on particular Securities.

          The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. When the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.01(7) or (8) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.

          SECTION 7.08.  REPLACEMENT OF TRUSTEE. The Trustee may resign at any
time by so notifying the Company. The Holders of a majority in principal amount
of the Securities may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

          (1)  the Trustee fails to comply with Section 7.10;

          (2)  the Trustee is adjudged bankrupt or insolvent;

          (3)  a receiver or other public officer takes charge of the Trustee or
     its property; or

          (4)  the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns, is removed by the Company or by the Holders
of a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and
the successor





                                                                          79

Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

          SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets (including the administration of the
trust created by this Indenture) to, another corporation or banking association,
the resulting, surviving or transferee corporation without any further act shall
be the successor Trustee.

          In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.

          SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of TIA (S)310(a). The Trustee (or, in the case
of a subsidiary of a bank holding company, its corporate parent) shall have a





                                                                         80

combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
(S) 310(b); provided, however, that there shall be excluded from the operation
of TIA (S) 310(b)(1) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in TIA (S)
310(b)(1) are met.

          SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee shall comply with TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated.

                                   ARTICLE 8

                      DISCHARGE OF INDENTURE; DEFEASANCE

          SECTION 8.01.  DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE. (a)
When (1) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancellation or (2) all
outstanding Securities have become due and payable, whether at maturity or on
a redemption date as a result of the mailing of a notice of redemption pursuant
to Article 3 hereof and the Company irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.07), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 8.01(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and
at the cost and expense of the Company.

          (b)  Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (1) all its obligations under the Securities and this Indenture
("legal defeasance option") or (2) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.10 and the operation of Sections
6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections
6.01(7) and (8), with respect only to Significant Subsidiaries) and the
limitations contained in Section 5.01(a)(3) ("covenant defeasance option").
The Company may exercise its legal





                                                                              81

defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

          If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of
the Securities may not be accelerated because of an Event of Default specified
in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of
Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or
because of the failure of the Company to comply with Section 5.01(a)(3). If the
Company exercises its legal defeasance option or its covenant defeasance option,
each Guarantor, if any, shall be released from all its obligations with respect
to its Guaranty.

          Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

          (c)  Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and
in this Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

          SECTION 8.02.  CONDITIONS TO DEFEASANCE.  The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

          (1)  the Company irrevocably deposits in trust with the Trustee money
     or U.S. Government Obligations for the payment of principal of and interest
     on the Securities to maturity or redemption, as the case may be;

          (2)  the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without investment will provide cash at such times and in
     such amounts as will be sufficient to pay principal and interest when due
     on all the Securities to maturity or redemption, as the case may be;

          (3)  123 days pass after the deposit is made and during the 123-day
     period no Default specified in





                                                                          82

         Sections 6.01(7) or (8) with respect to the Company occurs which is
         continuing at the end of the period;

               (4) the deposit does not constitute a default under any other
         agreement binding on the Company and is not prohibited by Article 10;

               (5) the Company delivers to the Trustee an Opinion of Counsel to
         the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940;

               (6) in the case of the legal defeasance option, the Company shall
         have delivered to the Trustee an Opinion of Counsel stating that (A)
         the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (B) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Securityholders will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such defeasance had not occurred;

               (7) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Security holders will not recognize income, gain or loss for
         Federal income tax purposes as a result of such covenant defeasance
         and will be subject to Federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         covenant defeasance had not occurred; and

               (8) the Company delivers to the Trustee an Officers' Certificate
         and an Opinion of Counsel, each stating that all conditions precedent
         to the defeasance and discharge of the Securities as contemplated by
         this Article 8 have been complied with.

               Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date
in accordance with Article 3.

               SECTION 8.03.  APPLICATION OF TRUST MONEY. The Trustee shall hold
in trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It





                                                                              83

shall apply the deposited money and the money from U.S. Government Obligations
through the Paying Agent and in accordance with this Indenture to the payment
of principal of and interest on the Securities. Money and securities so held
in trust are not subject to Article 10.

               SECTION 8.04. REPAYMENT TO COMPANY. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

               Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Securityholders entitled to the money must look to the
Company for payment as general creditors.

               SECTION 8.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

               SECTION 8.06. REINSTATEMENT. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
this Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities and the Guarantors' obligations under their
respective Guaranties shall be revived and reinstated as though no deposit
had occurred pursuant to this Article 8 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if
the Company has made any payment of interest on or principal of any
Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent.





                                                                          84

                                   ARTICLE 9

                                  AMENDMENTS

               SECTION 9.01.  WITHOUT CONSENT OF HOLDERS. The Company, the
Guarantors and the Trustee may amend this Indenture, or the Securities without
notice to or consent of any Securityholder:

               (1) to cure any ambiguity, omission, defect or inconsistency;

               (2) to comply with Article 5;

               (3) to provide for uncertificated Securities in addition to or in
         place of certificated Securities; provided, however, that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code;

               (4) to add guarantees with respect to the Securities, including
         any Guaranties, or to secure the Securities ;

               (5) to add to the covenants of the Company or a Guarantor for the
         benefit of the Holders or to surrender any right or power herein
         conferred upon the Company or a Guarantor;

               (6) to comply with any requirements of the SEC in connection with
         qualifying, or maintaining the qualification of, this Indenture under
         the TIA; or

               (7) to make any change that does not adversely affect the rights
         of any Securityholder.

               An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or 12 of any holder of Senior
Indebtedness of the Company or of a Guarantor then outstanding unless the
holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

               After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment under
this Section.





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               SECTION 9.02.  WITH CONSENT OF HOLDERS. The Company, the
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding
(including consents obtained in connection with a tender offer or exchange for
the Securities). However, without the consent of each Securityholder affected
thereby, an amendment may not:

               (1) reduce the amount of Securities whose Holders must consent to
         an amendment;

               (2) reduce the rate of or extend the time for payment of interest
         on any Security;

               (3) reduce the principal amount of or extend the Stated Maturity
         of any Security;

               (4) reduce the amount payable upon the redemption of any Security
         or change the time at which any Security may or shall be redeemed in
         accordance with Article 3;

               (5) make any Security payable in money other than that stated in
         the Security;

               (6) make any changes in the ranking or priority of any Security
         that would adversely affect the Securityholders;

               (7) make any change in Section 6.04 or 6.07 or the second
         sentence of this Section; or

               (8) make any change in any Guaranty that would adversely affect
         the Securityholders.

               It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

               An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or 12 or any Guaranty Agreement
of any holder of Senior Indebtedness of the Company or of a Guarantor then
outstanding unless the holders of such Senior Indebtedness (or any group or
representative thereof authorized to give a consent) consent to such change.





                                                                          86

               After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment under
this Section.

               SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT. Every
amendment to this Indenture or the Securities shall comply with the TIA as
then in effect.

               SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any
such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective. After
an amendment or waiver becomes effective, it shall bind every Security holder.
An amendment or waiver becomes effective upon the execution of such amendment
or waiver by the Trustee.

               The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to
be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid
or effective for more than 120 days after such record date.

               SECTION 9.05.  NOTATION ON OR EXCHANGE OF SECURITIES. If an
amendment changes the terms of a Security, the Trustee may require the Holder
of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return
it to the Holder. Alternatively, if the Company or the Trustee so determines,
the Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make
the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.





                                                                          87

               SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment
does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. If it does, the Trustee may but need not sign it. In signing
such amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

               SECTION 9.07.  PAYMENT FOR CONSENT. Neither the Company nor
any Affiliate of the Company shall, directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fee or otherwise, to
any Holder for or as an inducement to any consent, waiver or amendment of any
of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive
or agree to amend in the time frame set forth in solicitation documents
relating to such consent, waiver or agreement.

                                  ARTICLE 10

                                 SUBORDINATION

               SECTION 10.01.  AGREEMENT TO SUBORDINATE. The Company agrees,
and each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 10, to the prior payment of all
Senior Indebtedness of the Company and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness. The
Securities shall in all respects rank pari passu with all other Senior
Subordinated Indebtedness of the Company and only Indebtedness of the Company
which is Senior Indebtedness of the Company shall rank senior to the
Securities in accordance with the provisions set forth herein. All provisions
of this Article 10 shall be subject to Section 10.12.

               SECTION 10.02.  LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation





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or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to
the Company or its property:

               (1) holders of Senior Indebtedness of the Company shall be
         entitled to receive payment in full in cash of such Senior Indebtedness
         before Securityholders shall be entitled to receive any payment; and

               (2) until the Senior Indebtedness of the Company is paid in full
         in cash, any payment or distribution to which Securityholders would be
         entitled but for this Article 10 shall be made to holders of such
         Senior Indebtedness as their interests may appear, except that
         Securityholders may receive shares of stock and any debt securities
         that are subordinated to such Senior Indebtedness to at least the same
         extent as the Securities.

               SECTION 10.03.  DEFAULT ON SENIOR INDEBTEDNESS OF THE COMPANY.
The Company shall not pay the principal of, premium, if any, or interest on
the Securities or make any deposit pursuant to Section 8.01 and may not
purchase, redeem or (except for Securities delivered to the Trustee pursuant
to the second sentence of paragraph 6 of the Securities) otherwise retire any
Securities (except for any redemption pursuant to paragraph 6 of the
Securities) (collectively, "pay the Securities") if either of the following
(a "Payment Default") occurs (1) any Designated Senior Indebtedness of the
Company is not paid in full in cash when due; or (2) any other default on
Designated Senior Indebtedness of the Company occurs and the maturity of such
Designated Senior Indebtedness is accelerated in accordance with its terms
unless, in either case, the Payment Default has been cured or waived and any
such acceleration has been rescinded or such Designated Senior Indebtedness
has been paid in full in cash; provided, however, that the Company shall be
entitled to pay the Securities ----without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from
the Representative of any Designated Senior Indebtedness with respect to
which the Payment Default has occurred and is continuing. During the
continuance of any default (other than a Payment Default) with respect to
any Designated Senior Indebtedness of the Company pursuant to which the
maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, the Company shall not pay
the Securities for a period (a "Payment Blockage Period") commencing upon
the receipt by the Trustee of (with a copy to the Company) written notice
(a "Blockage





                                                                          89

Notice") of such default from the Representative of such Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter. The Payment Blockage Period shall end earlier
if such Payment Blockage Period is terminated (1) by written notice to the
Trustee and the Company from the Person or Persons who gave such Blockage
Notice; (2) because the default giving rise to such Blockage Notice is cured,
waived or otherwise no longer continuing; or (3) because such Designated
Senior Indebtedness has been discharged or repaid in full in cash.
Notwithstanding the provisions described in the immediately preceding two
sentences (but subject to the provisions contained in the first sentence of
this Section), unless the holders of such Designated Senior Indebtedness or
the Representative of such Designated Senior Indebtedness shall have
accelerated the maturity of such Designated Senior Indebtedness, the Company
shall be entitled to resume payments on the Securities after termination of
such Payment Blockage Period. The Securities shall not be subject to more
than one Payment Blockage Period in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated Senior
Indebtedness of the Company during such period; provided, however, that if
any Blockage Notice within such 360-day period is given by or -on behalf of
any holders of Designated Senior Indebtedness of the Company (other than the
Bank Indebtedness), the Representative of the Bank Indebtedness shall be
entitled to give another Blockage Notice within such period; provided
further, however, that in no event shall the total number of days during
which any Payment Blockage Period or Periods is in effect exceed 179 days in
the aggregate during any 360-day consecutive period, and there must be 181
days during any 360-day consecutive period during which no Payment Blockage
Period is in effect. For purposes of this Section, no default or event of
default which existed or was continuing on the date of the commencement of
any Payment Blockage Period with respect to the Designated Senior
Indebtedness of the Company initiating such Payment Blockage Period shall
be, or be made, the basis of the commencement of a subsequent Payment
Blockage Period by the Representative of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such default
or event of default shall have been cured or waived for a period of not less
than 90 consecutive days.

               SECTION 10.04.  Acceleration of Payment of Securities. If
payment of the Securities is accelerated because of an Event of Default,
the Company or the Trustee shall promptly notify the holders of the
Designated Senior





                                                                          90

Indebtedness of the Company (or their Representatives) of the acceleration.

               SECTION 10.05.  WHEN DISTRIBUTION MUST BE PAID OVER. If a
distribution is made to Securityholders that because of this Article 10
should not have been made to them, the Securityholders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness of
the Company and pay it over to them as their interests may appear. If any
Designated Senior Indebtedness of the Company is outstanding, the Company
shall not pay the Securities until five Business Days after the
Representatives of all the issues of Designated Senior Indebtedness of
the Company receive notice of such acceleration and, thereafter, shall be
entitled to pay the Securities only if this Article 10 otherwise permits
payment at that time.

               SECTION 10.06.  SUBROGATION. After all Senior Indebtedness of
the Company is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness.
A distribution made under this Article 10 to holders of such Senior
Indebtedness which otherwise would have been made to Securityholders is not,
as between the Company and Securityholders, a payment by the Company on such
Senior Indebtedness.

               SECTION 10.07.  RELATIVE RIGHTS. This Article 10 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

               (1) impair, as between the Company and Securityholders, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and interest on the Securities in accordance with their
         terms; or

               (2) prevent the Trustee or any Securityholder from exercising its
         available remedies upon a Default, subject to the rights of holders of
         Senior Indebtedness of the Company to receive distributions otherwise
         payable to Securityholders.

               SECTION 10.08.  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY. No
right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired





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by any act or failure to act by the Company or by its failure to comply with
this Indenture.

               SECTION 10.09.  RIGHTS OF TRUSTEE AND PAYING AGENT.
Notwithstanding Section 10.03, the Trustee or Paying Agent shall continue
to make payments on the Securities and shall not be charged with knowledge
of the existence of facts that under this Article 10 would prohibit the
making of any such payments unless, not less than two Business Days prior
to the date of such payment, a Trust Officer of the Trustee receives notice
satisfactory to it that such payments are prohibited by this Article 10. The
Company, the Registrar or co-registrar, the Paying Agent, a Representative
or a holder of Senior Indebtedness of the Company shall be entitled to give
the notice; provided, however, that, if an issue of Senior Indebtedness of
the Company has a Representative, only the Representative shall be entitled
to give the notice.

               The Trustee in its individual or any other capacity shall be
entitled to hold Senior Indebtedness of the Company with the same rights it
would have if it were not Trustee. The Registrar and co-registrar and the
Paying Agent shall be entitled to do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article 10 with respect
to any Senior Indebtedness of the Company which may at any time be held by it,
to the same extent as any other holder of such Senior Indebtedness; and nothing
in Article 7 shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article 10 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

               SECTION 10.10.  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
Whenever any Person is to make a distribution or give a notice to holders of
Senior Indebtedness of the Company, such Person shall be entitled to make
such distribution or give such notice to their Representative (if any).

               SECTION 10.11.  ARTICLE 10 NOT TO PREVENT EVENTS OF DEFAULT
OR LIMIT RIGHT TO ACCELERATE. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be
construed as preventing the occurrence of a Default. Nothing in this Article
10 shall have any effect on the right of the Securityholders or the Trustee
to accelerate the maturity of the Securities.

               SECTION 10.12.  TRUST MONEYS NOT SUBORDINATED. Notwithstanding
anything contained herein to the contrary,





                                                                          92

payments from money or the proceeds of U.S. Government Obligations held in
trust under Article 8 by the Trustee for the payment of principal of and
interest on the Securities shall not be subordinated to the prior payment of
any Senior Indebtedness of the Company or subject to the restrictions set
forth in this Article 10 if the provisions of this Article 10 were not
violated at the time funds were deposited in trust with the Trustee pursuant
to Article 8, and none of the Securityholders shall be obligated to pay over
any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.

          SECTION 10.13. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Securityholders
shall be entitled to rely (1) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to
in Section 10.02 are pending, (2) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to the Security holders or (3) upon the Representatives of
Senior Indebtedness of the Company for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the
holders of such Senior Indebtedness and other Indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
10. In the event that the Trustee determines, in good faith, that evidence
is required with respect to the right of any Person as a holder of Senior
Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee shall be entitled to request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under
this Article 10, and, if such evidence is not furnished, the Trustee shall
be entitled to defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment. The provisions of
Sections 7.01 and 7.02 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article 10.

     SECTION 10.14.  TRUSTEE TO EFFECTUATE SUBORDINATION.  Each Securityholder
by accepting a Security authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and





                                                                              93

the holders of Senior Indebtedness of the Company as provided in this Article
10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

          SECTION 10.15. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS OF THE COMPANY. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and
shall not be liable to any such holders if it shall mistakenly pay over
or distribute to Securityholders or the Company or any other Person, money
or assets to which any holders of Senior Indebtedness of the Company shall
be entitled by virtue of this Article 10 or otherwise.

          SECTION 10.16. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS OF THE
COMPANY ON SUBORDINATION PROVISIONS. Each Securityholder by accepting a
Security acknowledges and agrees that the foregoing subordination provisions
are, and are intended to be, an inducement and a consideration to each holder
of any Senior Indebtedness of the Company, whether such Senior Indebtedness
was created or acquired before or after the issuance of the Securities, to
acquire and continue to hold, or to continue to hold, such Senior Indebtedness
and such holder of such Senior Indebtedness shall be deemed conclusively to
have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.


                                  ARTICLE 11

                                  GUARANTIES

          SECTION 11.01. GUARANTIES. Each Guarantor hereby unconditionally and
irrevocably guarantees, jointly and severally, to each Holder and to the
Trustee and its successors and assigns (a) the full and punctual payment of
principal of and interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations
of the Company under this Indenture and the Securities and (b) the full and
punctual performance within applicable grace periods of all other obligations
of the Company under this Indenture and the Securities (all the foregoing
being hereinafter collectively called the "Guaranteed Obligations"). Each
Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from such
Guarantor and that such Guarantor will remain bound under this Article 11
notwithstanding any extension or renewal of any Guaranteed Obligation.





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          Each Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Guarantor waives notice of
any default under the Securities or the Guaranteed Obligations. The
obligations of each Guarantor hereunder shall not be affected by (a) the
failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under
this Indenture, the Securities or any other agreement or otherwise; (b)
any extension or renewal of any thereof; (c) any rescission, waiver,
amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of
any security held by any Holder or the Trustee for the Guaranteed
Obligations or any of them; (e) the failure of any Holder or the Trustee
to exercise any right or remedy against any other guarantor of the
Obligations; or (f) except as set forth in Section 11.06, any change
in the ownership of such Guarantor.

          Each Guarantor further agrees that its Guaranty herein
constitutes a guarantee of payment, performance and compliance when
due (and not a guarantee of collection) and waives any right to require
that any resort be had by any Holder or the Trustee to any security
held for payment of the Guaranteed Obligations.

          Each Guaranty is, to the extent and in the manner set forth
in Article 12, subordinated and subject in right of payment to the
prior payment in full of the principal of and premium, if any, and
interest on all Senior Indebtedness of the Guarantor giving such
Guaranty and each Guaranty is made subject to such provisions of this
Indenture.

          Except as expressly set forth in Section 8.01(b), 11.02 and
11.06, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guaranteed Obligations
or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under
this Indenture, the Securities or any other agreement, by any waiver
or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any





                                                                          95

other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of such Guarantor
or would otherwise operate as a discharge of such Guarantor as a matter of
law or equity.

          Each Guarantor further agrees that its Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any
Guaranteed Obligation is rescinded or must otherwise be restored by any
Holder or the Trustee upon the bankruptcy or reorganization of the Company
or otherwise.

          In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against
any Guarantor by virtue hereof, upon the failure of the Company to pay the
principal of or interest on any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation,
each Guarantor hereby promises to and shall, upon receipt of written demand
by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders
or the Trustee an amount equal to the sum of (1) the unpaid amount of such
Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by law) and (3) all
other monetary Guaranteed Obligations of the Company to the Holders and
the Trustee.

          Each Guarantor agrees that it shall not be entitled to any right
of subrogation in respect of any Guaranteed Obligations until payment in
full of all Guaranteed Obligations and all obligations to which the
Guaranteed Obligations are subordinated as provided in Article 12. Each
Guarantor further agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the
Guaranteed Obligations may be accelerated as provided in Article 6 for
the purposes of such Guarantor's Guaranty herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of
the Guaranteed Obligations, and (y) in the event of any declaration of
acceleration of such Guaranteed Obligations as provided in Article 6,
such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of
this Section.

          Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees)





                                                                          96

incurred by the Trustee or any Holder in enforcing any rights under this
Section.

          SECTION 11.02. LIMITATION ON LIABILITY. Any term or provision of
this Indenture to the contrary notwithstanding, the maximum aggregate amount
of the Obligations guaranteed hereunder by any Subsidiary Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Subsidiary Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

          SECTION 11.03. SUCCESSORS AND ASSIGNS. This Article 11 shall be
binding upon each Guarantor and its successors and assigns and shall enure
to the benefit of the successors and assigns of the Trustee and the Holders
and, in the event of any transfer or assignment of rights by any Holder or
the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Securities shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions of
this Indenture.

          SECTION 11.04. NO WAIVER. Neither a failure nor a delay on the part
of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall
a single or partial exercise thereof preclude any other or further exercise
of any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not
exclusive of any other rights, remedies or benefits which either may have
under this Article 11 at law, in equity, by statute or otherwise.

          SECTION 11.05. MODIFICATION. No modification, amendment or waiver
of any provision of this Article 11, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor
to any other or further notice or demand in the same, similar or other
circumstances.

          SECTION 11.06. RELEASE OF SUBSIDIARY GUARANTOR. Upon the sale
(including any sale pursuant to any exercise of remedies by a holder of
Senior Indebtedness of the Company or of such Subsidiary Guarantor) or
other





                                                                              97

disposition (including by way of consolidation or merger) of a Subsidiary
Guarantor or the sale or disposition of all or substantially all the assets of
such Subsidiary Guarantor (in each case other than a sale or disposition to the
Company or an Affiliate of the Company), or at such time a Subsidiary Guarantor
no longer Guarantees any other Indebtedness of the Company, or upon designation
of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of
this Indenture, such Subsidiary Guarantor shall be deemed released from all
obligations under this Article 11 without any further action required on the
part of the Trustee or any Holder. At the request of the Company, the Trustee
shall execute and deliver an appropriate instrument evidencing such release.

          SECTION 11.07. CONTRIBUTION. Each Subsidiary Guarantor that makes a
payment under its Subsidiary Guaranty will be entitled upon payment in full
of all Guaranteed Obligations to a contribution from each other Subsidiary
Guarantor in an amount equal to such other Subsidiary Guarantor's pro rata
portion of such payment based on the respective net assets of all the
Subsidiary Guarantors at the time of such payment determined in accordance
with GAAP.

                                  ARTICLE 12

                          SUBORDINATION OF GUARANTIES

          SECTION 12.01. AGREEMENT TO SUBORDINATE. Each Guarantor agrees, and
each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by such Guarantor's Guaranty is subordinated in right of payment,
to the extent and in the manner provided in this Article 12, to the prior
payment of all Senior Indebtedness of such Guarantor and that the subordination
is for the benefit of and enforceable by the holders of such Senior
Indebtedness. The Guaranteed Obligations of a Guarantor shall in all
respects rank pari passu with all other Senior Subordinated Indebtedness
of such Guarantor and only Senior Indebtedness of such Guarantor (including
such Guarantor's Guaranty of Senior Indebtedness of the Company) shall rank
senior to the Guaranteed Obligations of such Guarantor in accordance with
the provisions set forth herein.

          SECTION 12.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any payment
or distribution of the assets of any Guarantor to creditors upon a total or
partial liqui-





                                                                          98

dation or a total or partial dissolution of such Guarantor or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to such
Guarantor or its property:

          (1) holders of Senior Indebtedness of such Guarantor shall be entitled
     to receive payment in full in cash of such Senior Indebtedness before
     Securityholders shall be entitled to receive any payment pursuant to the
     Guaranty of such Guarantor; and

           (2) until the Senior Indebtedness of any Guarantor is paid in full in
     cash, any payment or distribution to which Securityholders would be
     entitled but for this Article 12 shall be made to holders of such Senior
     Indebtedness as their interests may appear, except that Securityholders may
     receive shares of stock and any debt securities of such Guarantor that are
     subordinated to such Senior Indebtedness to at least the same extent as its
     Guaranty.

           SECTION 12.03. DEFAULT ON SENIOR INDEBTEDNESS OF GUARANTOR. No
Guarantor shall make any payment on its Guaranty or purchase, redeem or
otherwise retire or defease any Securities or other Guaranteed Obligations
(collectively, "pay its Guaranty") if either of the following (a "Payment
Default") occurs (1) any Designated Senior Indebtedness of such Guarantor is
not paid in full in cash when due; or (2) any other default on Designated
Senior Indebtedness of such Guarantor occurs and the maturity of such
Designated Senior Indebtedness is accelerated in accordance with its terms;
unless, in either case, the Payment Default has been cured or waived and any
such acceleration has been rescinded or such Designated Senior Indebtedness
has been paid in full in cash; provided, however, that any Guarantor shall
be entitled to pay its Guaranty without regard to the foregoing if such
Guarantor and the Trustee receive written notice approving such payment from
the Representative of any Designated Senior Indebtedness with respect to which
the Payment Default has occurred and is continuing. During the continuance of
any default (other than a Payment Default) with respect to any Designated
Senior Indebtedness of such Guarantor pursuant to which the maturity thereof
may be accelerated immediately without further notice (except such notice as
may be required to effect such acceleration) or the expiration of any
applicable grace periods, such Guarantor shall not pay its Guaranty for a
period (a "Payment Blockage Period") commencing upon the receipt by the
Trustee of (with a copy to such Guarantor) written notice (a "Blockage Notice")
of such default from the Representative of such Designated





                                                                          99

Senior Indebtedness specifying an election to effect a Payment Blockage
Period and ending 179 days thereafter. The Payment Blockage Period shall
end earlier if such Payment Blockage Period is terminated (1) by written
notice to the Trustee and such Guarantor from the Person or Persons who
gave such Blockage Notice; (2) because the default giving rise to such
Blockage Notice is cured, waived or otherwise no longer continuing; or
(3) because such Designated Senior Indebtedness has been discharged or
repaid in full in cash. Notwithstanding the provisions described in the
immediately preceding two sentences (but subject to the provisions contained
in the first sentence of this Section), unless the holders of such Designated
Senior Indebtedness giving such Payment Notice or the Representative of such
Designated Senior Indebtedness shall have accelerated the maturity of such
Designated Senior Indebtedness, any Guarantor shall be entitled to resume
payments pursuant to its Guaranty after termination of such Payment Blockage
Period. No Guarantor shall be subject to more than one Blockage Period in any
consecutive 360-day period, irrespective of the number of defaults with respect
to Designated Senior Indebtedness of such Guarantor during such period;
provided, however, that if any Blockage Notice within such 360-day period is
given by or on behalf of any holders of Designated Senior Indebtedness of such
Guarantor (other than the Bank Indebtedness), the Representative of the Bank
Indebtedness shall be entitled to give another Blockage Notice within such
period; provided further, however, that in no event shall the total number of
days during which any Payment Blockage Period or Periods is in effect exceed
179 days in the aggregate during any 360-day consecutive period, and there
must be 181 days during any 360-day consecutive period during which no Payment
Blockage Period is in effect. For purposes of this Section, no default or
event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness of such Guarantor initiating such Payment Blockage Period
shall be, or be made, the basis of the commencement of a subsequent Payment
Blockage Period by the Representative of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such default or
event of default shall have been cured or waived for a period of not less than
90 consecutive days.

          SECTION 12.04.  DEMAND FOR PAYMENT.  If a demand for payment is made
on a Guarantor pursuant to Article 11, the Trustee shall promptly notify the
holders of the Designated Senior Indebtedness of such Guarantor (or their
Representatives) of such demand.





                                                                         100

          SECTION 12.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a
distribution is made to Securityholders that because of this Article 12
should not have been made to them, the Securityholders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness
of the applicable Guarantor and pay it over to them or their Representatives
as their interests may appear. If any Designated Senior Indebtedness of a
Subsidiary Guarantor is outstanding, such Subsidiary Guarantor shall not
make a payment on its Guaranty until five Business Days after the
Representations of all the issuers of Designated Senior Indebtedness of
such Guarantor receive notice of such acceleration and, thereafter, shall
be entitled to pay the Securities only if Article 12 otherwise permits
payment at that time.

          SECTION 12.06. SUBROGATION. After all Senior Indebtedness of a
Guarantor is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to Senior Indebtedness of
such Guarantor. A distribution made under this Article 12 to holders of such
Senior Indebtedness which otherwise would have been made to Securityholders
is not, as between the relevant Guarantor and Securityholders, a payment by
such Guarantor on such Senior Indebtedness.

          SECTION 12.07. RELATIVE RIGHTS.  This Article 12 defines the
relative rights of Securityholders and holders of Senior Indebtedness of
a Guarantor. Nothing in this Indenture shall:

          (1) impair, as between a Guarantor and Security holders, the
     obligation of such Guarantor, which is absolute and unconditional, to pay
     its Guaranty to the extent set forth in Article 11; or

          (2) prevent the Trustee or any Securityholder from exercising its
     available remedies upon a default by such Guarantor under its Guaranty,
     subject to the rights of holders of Senior Indebtedness of such Guarantor
     to receive distributions otherwise payable to Securityholders.

          SECTION 12.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.  No right
of any holder of Senior Indebtedness of any Guarantor to enforce the
subordination of the Guaranty of such Guarantor shall be impaired by any act
or failure to act by such Guarantor or by its failure to comply with this
Indenture.





                                                                     101

          SECTION 12.09. RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding
Section 12.03, the Trustee or Paying Agent shall continue to make payments
on any Guaranty and shall not be charged with knowledge of the existence
of facts that would prohibit the making of any such payments unless, not
less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives written notice satisfactory to it that
such payments are prohibited by this Article 12. The Company, the relevant
Guarantor, the Registrar or co- registrar, the Paying Agent, a Representative
or a holder of Senior Indebtedness of such Guarantor shall be entitled to
give the notice; provided, however, that, if an issue of Senior Indebtedness
of any Guarantor has a Representative, only the Representative shall be
entitled to give the notice.

          The Trustee in its individual or any other capacity shall be
entitled to hold Senior Indebtedness of any Guarantor with the same rights
it would have if it were not the Trustee. The Registrar and co-registrar and
the Paying Agent may do the same with like rights. The Trustee shall be
entitled to all the rights set forth in this Article 12 with respect to any
Senior Indebtedness of any Guarantor which may at any time be held by it, to
the same extent as any other holder of such Senior Indebtedness; and nothing
in Article 7 shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article 12 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

          SECTION 12.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever
any Person is to make a distribution or give a notice to holders of Senior
Indebtedness of any Guarantor, such Person shall be entitled to make such
distribution or give such notice to their Representative (if any).

          SECTION 12.11. ARTICLE 12 NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO DEMAND PAYMENT. The failure to make a payment pursuant to a Guaranty
by reason of any provision in this Article 12 shall not be construed as
preventing the occurrence of a Default. Nothing in this Article 12 shall have
any effect on the right of the Securityholders or the Trustee to make a demand
for payment on any Guarantor pursuant to its Guaranty.

          SECTION 12.12. TRUSTEE ENTITLED TO RELY.  Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Securityholders
shall be entitled to rely (1) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to





                                                                         102

in Section 12.02 are pending, (2) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to
the Trustee or to the Securityholders or (3) upon the Representatives for
the holders of Senior Indebtedness of any Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Indebtedness and other indebtedness
of such Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 12. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness of any Guarantor to participate in any payment or
distribution pursuant to this Article 12, the Trustee shall be entitled to
request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness of such Guarantor held
by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of
such Person under this Article 12, and, if such evidence is not furnished,
the Trustee shall be entitled to defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.
The provisions of Sections 7.01 and 7.02 shall be applicable to all actions
or omissions of actions by the Trustee pursuant to this Article 12.

          SECTION 12.13. TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Securityholder by accepting a Security authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Securityholders and
the holders of Senior Indebtedness of any Guarantor as provided in this
Article 12 and appoints the Trustee as attorney-in-fact for any and all
such purposes.

          SECTION 12.14. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS OF GUARANTOR. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of any Guarantor and
shall not be liable to any such holders if it shall mistakenly pay over
or distribute to Securityholders or the Company or any other Person, money
or assets to which any holders of such Senior Indebtedness shall be entitled
by virtue of this Article 12 or otherwise.

          SECTION 12.15. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS OF
GUARANTORS ON SUBORDINATION PROVISIONS. Each Securityholder by accepting
a Security acknowledges and agrees that the foregoing subordination
provisions are, and





                                                                         103

are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of any Guarantor, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Securities, to acquire
and continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.


                                  ARTICLE 13

                                 MISCELLANEOUS

          SECTION 13.01. TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

          SECTION 13.02.  NOTICES.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

     if to the Company or any Guarantor:

               BLUM CB Corp.
               909 Montgomery Street
               Suite 400
               San Francisco, California

               Attention of Alan Willis

     if to the Trustee:

               State Street Bank and Trust Company of
                 California, N.A.
               633 West 5th Street, 12th Floor
               Los Angeles, California 90071

               Attention:  Corporate Trust Administration
               (BLUM CB Corp. 11 1/4% Senior Subordinated Notes
               due June 15, 2011)

          The Company, any Guarantor or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or
communications.

          Any notice or communication mailed to a Securityholder shall be
mailed to the Securityholder at the Secu-





                                                                         104

rityholder's address as it appears on the registration books of the Registrar
and shall be sufficiently given if so mailed within the time prescribed.
          Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.

          SECTION 13.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA (S) 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, any Guarantor, the Trustee, the Registrar and
anyone else shall have the protection of TIA (S) 312(c).

          SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
Upon any request or application by the Company to the Trustee to take or
refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

          SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

          (1) a statement that the individual making such certificate or opinion
     has read such covenant or condition;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of such individual, he has made
     such examination or





                                                                         105

     investigation as is necessary to enable him to express an informed opinion
     as to whether or not such covenant or condition has been complied with; and

          (4) a statement as to whether or not, in the opinion of such
     individual, such covenant or condition has been complied with.

          SECTION 13.06. WHEN SECURITIES DISREGARDED. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the fore going, only Securities outstanding at the time shall be
considered in any such determination.

          SECTION 13.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The
Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

          SECTION 13.08. LEGAL HOLIDAYS. A "Legal Holiday" is a Saturday, a
Sunday or a day on which commercial banking institutions are authorized or
required by law to close in New York City. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period.
If a regular record date is a Legal Holiday, the record date shall not be
affected.

          SECTION 13.09. GOVERNING LAW.  This Indenture and the Securities
shall be governed by, and construed in accordance with, the laws of the State
of New York.

          SECTION 13.10. NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company or any Guarantor shall not
have any liability for any obligations of the Company under the Securities
or this Indenture or of such Guarantor under its Guaranty or this Indenture
or for any claim based on, in respect of or by reason of such obligations
or their creation. By accepting a Security, each Securityholder shall waive
and release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.





                                                                        106

          SECTION 13.11. SUCCESSORS.  All agreements of the Company and the
Guarantors in this Indenture and the Securities shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

          SECTION 13.12. MULTIPLE ORIGINALS.  The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

          SECTION 13.13. TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.





                                                                             107

     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.


                                             BLUM CB CORP.,

                                                by /s/ Claus J. Moller
                                                  -------------------------
                                                  Name: Claus J. Moller
                                                  Title: President


                                             CBRE HOLDING, INC.,

                                                by /s/ Claus J. Moller
                                                  -------------------------
                                                  Name: Claus J. Moller
                                                  Title: President


                                             STATE STREET BANK AND TRUST
                                             COMPANY OF CALIFORNIA, N.A.,

                                                by /s/ Marc Henson
                                                  -------------------------
                                                  Name: Marc Henson
                                                  Title: Vice President





RULE 144A/REGULATION S APPENDIX

                  PROVISIONS RELATING TO INITIAL SECURITIES,
                          PRIVATE EXCHANGE SECURITIES
                            AND EXCHANGE SECURITIES

     1.   DEFINITIONS

     1.1  DEFINITIONS

     For the purposes of this Appendix the following terms shall have
the meanings indicated below:

     "Depository" means The Depository Trust Company, its nominees and
their respective successors.

     "Exchange Securities" means (1) the 11 1/4% Senior Subordinated
Notes Due June 15, 2011 issued pursuant to the Indenture in connection
with a Registered Exchange Offer pursuant to a Registration Rights
Agreement and (2) Additional Securities, if any, issued pursuant to a
registration statement filed with the SEC under the Securities Act.

     "Initial Purchasers" means (1) with respect to the Initial
Securities issued on the Issue Date, Credit Suisse First Boston
Corporation, Credit Lyonnais Securities (USA) Inc., HSBC Securities
(USA) Inc. and Scotia Capital (USA) Inc. and (2) with respect to each
issuance of Additional Securities, the Persons purchasing such Additional
Securities under the related Purchase Agreement.

     "Initial Securities" means (1) $229.0 million aggregate principal
amount of 11 1/4% Senior Subordinated Notes Due June 15, 2011 issued
on the Issue Date and (2) Additional Securities, if any, issued in a
transaction exempt from the registration requirements of the Securities
Act.

     "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and
deliver to the Initial Purchasers, in exchange for the Initial
Securities held by the Initial Purchasers as part of its initial
distribution, a like aggregate principal amount of Private Exchange
Securities.

     "Private Exchange Securities" means any 11 1/4% Senior Subordinated
Notes Due June 15, 2011 issued in connection with a Private Exchange.

     "Purchase Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Purchase Agreement dated
May 31, 2001 among the Company, Parent and





the Initial Purchasers, as such agreement has been amended on or prior
to the date hereof, and (2) with respect to each issuance of Additional
Securities, the purchase agreement or underwriting agreement among the
Company, Parent and the Persons purchasing such Additional Securities.

     "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

     "Registered Exchange Offer" means the offer by the Company,
pursuant to a Registration Rights Agreement, to certain Holders of
Initial Securities, to issue and deliver to such Holders, in exchange
for the Initial Securities, a like aggregate principal amount of Exchange
Securities registered under the Securities Act.

     "Registration Rights Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Registration Rights Agreement
dated May 31, 2001 among the Company, Parent and the Initial Purchasers,
and (2) with respect to each issuance of Additional Securities issued in
a transaction exempt from the registration requirements of the Securities
Act, the registration rights agreement, if any, among the Company and the
Persons purchasing such Additional Securities under the related Purchase
Agreement.

     "Securities" means the Initial Securities, the Exchange Securities
and the Private Exchange Securities, treated as a single class.

     "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor
Person thereto and shall initially be the Trustee.

     "Shelf Registration Statement" means the registration statement
issued by the Company in connection with the offer and sale of Initial
Securities or Private Exchange Securities pursuant to a Registration
Rights Agreement.

     "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend set forth in Section 2.3(b)hereto.

     1.2  OTHER DEFINITIONS

                                                             Defined in
     Term                                                      Section:
     ----                                                      -------
"Agent Members"............................................    2.1(b)
"Global Security"..........................................    2.1(a)


                                    2



"Regulation S"..............................................   2.1(a)
"Restricted Global Security"................................   2.1(a)
"Rule 144A".................................................   2.1(a)

     2.   THE SECURITIES.

     2.1 (a) FORM AND DATING. Initial Securities offered and sold to
QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A") or in
reliance on Regulation S under the Securities Act ("Regulation S"),
in each case as provided in a Purchase Agreement, and Private Exchange
Securities, as provided in a Registration Rights Agreement, shall be
issued initially in the form of one or more permanent global Securities
in definitive, fully registered form without interest coupons with the
global securities legend and restricted securities legend set forth in
Exhibit 1 hereto (each, a "Restricted Global Security"), which shall be
deposited on behalf of the purchasers of the Initial Securities
represented thereby with the Trustee, at its principal corporate trust
office, as custodian for the Depository (or with such other custodian as
the Depository may direct), and registered in the name of the Depository
or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee
and the Depository or its nominee as hereinafter provided. Exchange
Securities shall be issued in global form (with the global securities
legend set forth in Exhibit 1 hereto) or in certificated form at the
option of the Holders thereof from time to time. Exchange Securities
issued in global form and Restricted Global Securities are sometimes
referred to in this Appendix as "Global Securities."

     (b)  BOOK-ENTRY PROVISIONS.  This Section 2.1(b) shall apply only
to a Global Security deposited with or on behalf of the Depository.

     The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b), authenticate and deliver initially one or
more Global Securities that (a) shall be registered in the name of the
Depository for such Global Security or Global Securities or the nominee
of such Depository and (b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instructions or held by the
Trustee as custodian for the Depository.

     Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as
the custodian of the

                                    3




Depository or under such Global Security, and the Company, the Trustee
and any agent of the Company or the Trustee shall be entitled to treat
the Depository as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices
of such Depository governing the exercise of the rights of a holder of a
beneficial interest in any Global Security.

     (c)  CERTIFICATED SECURITIES. Except as provided in this Section
2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted
Global Securities shall not be entitled to receive physical delivery
of certificated Securities.

     2.2  AUTHENTICATION. The Trustee shall authenticate and deliver:
(1) on the Issue Date, an aggregate principal amount of $229.0 million 11 1/4%
Senior Subordinated Notes Due June 15, 2011, (2) any Additional
Securities for an original issue in an aggregate principal amount
specified in the written order of the Company pursuant to Section 2.02
of the Indenture and (3) Exchange Securities or Private Exchange
Securities for issue only in a Registered Exchange Offer or a Private
Exchange, respectively, pursuant to a Registration Rights Agreement, for
a like principal amount of Initial Securities, in each case upon a
written order of the Company signed by one Officer. Such order shall
specify the amount of the Securities to be authenticated and the date
on which the original issue of Securities is to be authenticated and,
in the case of any issuance of Additional Securities pursuant to
Section 2.13 of the Indenture, shall certify that such issuance is
in compliance with Section 4.03 of the Indenture.

     2.3  TRANSFER AND EXCHANGE.

     (a)  TRANSFER AND EXCHANGE OF GLOBAL SECURITIES. (i) The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Depository therefor. A transferor of a
beneficial interest in a Global Security shall deliver to the Registrar
a written order given in accordance with the Depositary's procedures
containing information regarding the participant account of the Depositary
to be credited with a beneficial interest in the Global Security. The
Registrar shall, in accordance with such instructions instruct the

                                      4




Depositary to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Security and to debit
the account of the Person making the transfer the beneficial interest in
the Global Security being transferred.

     (ii)  Notwithstanding any other provisions of this Appendix (other
than the provisions set forth in Section 2.4), a Global Security may not
be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

     (iii) In the event that a Restricted Global Security is exchanged
for Securities in certificated registered form pursuant to Section 2.4
of this Appendix, prior to the consummation of a Registered Exchange
Offer or the effectiveness of a Shelf Registration Statement with
respect to such Securities, such Securities may be exchanged only in
accordance with such procedures as are substantially consistent with the
provisions of this Section 2.3 (including the certification requirements
set forth on the reverse of the Initial Securities intended to ensure
that such transfers comply with Rule 144A or Regulation S, as the case
may be) and such other procedures as may from time to time be adopted
by the Company.

     (b)   LEGEND.

     (i)   Except as permitted by the following paragraphs (ii), (iii)
     and (iv), each Security certificate evidencing the Restricted
     Global Securities (and all Securities issued in exchange therefor
     or in substitution thereof) shall bear a legend in substantially
     the following form:

     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
     TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
     1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
     SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
     OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
     SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
     BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
     THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
     THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
     THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
     ONLY (I) THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM
     THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
     (AS DEFINED IN

                                     5



     RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN
     OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
     SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER
     THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
     OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
     SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH
     ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES,
     AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
     NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS
     REFERRED TO IN (A) ABOVE.

     (ii)  Upon any sale or transfer of a Transfer Restricted Security
   (including any Transfer Restricted Security represented by a
   Restricted Global Security) pursuant to Rule 144 under the Securities
   Act, the Registrar shall permit the transferee thereof to exchange
   such Transfer Restricted Security for a certificated Security that
   does not bear the legend set forth above and rescind any restriction
   on the transfer of such Transfer Restricted Security, if the
   transferor thereof certifies in writing to the Registrar that such
   sale or transfer was made in reliance on Rule 144 (such certification
   to be in the form set forth on the reverse of the Security).

     (iii) After a transfer of any Initial Securities or Private Exchange
   Securities pursuant to and during the period of the effectiveness of
   a Shelf Registration Statement with respect to such Initial Securities
   or Private Exchange Securities, as the case may be, all requirements
   pertaining to legends on such Initial Security or such Private
   Exchange Security will cease to apply, the requirements requiring any
   such Initial Security or such Private Exchange Security issued to
   certain Holders be issued in global form will cease to apply, and a
   certificated Initial Security or Private Exchange Security or an
   Initial Security or Private Exchange Security in global form, in each
   case without restrictive transfer legends, will be available to the
   transferee of the Holder of such Initial Securities or Private
   Exchange Securities upon exchange of such transferring Holder's
   certificated Initial Security or Private Exchange Security or
   directions to transfer such Holder's interest in the Global Security,
   as applicable.

     (iv)  Upon the consummation of a Registered Exchange Offer with
   respect to the Initial Securities, all requirements pertaining to such
   Initial Securities that Initial Securities issued to certain Holders
   be issued in global form will still apply with respect to Holders of
   such Initial Securities that do not exchange their Initial Securities,
   and Exchange

                                     6



   Securities in certificated or global form will be available to Holders
   that exchange such Initial Securities in such Registered Exchange Offer.

     (v)   Upon the consummation of a Private Exchange with respect to
   the Initial Securities, all requirements pertaining to such Initial
   Securities that Initial Securities issued to certain Holders be issued
   in global form will still apply with respect to Holders of such Initial
   Securities that do not exchange their Initial Securities, and Private
   Exchange Securities in global form with the global securities legend
   and the Restricted Securities Legend set forth in Exhibit 1 hereto
   will be available to Holders that exchange such Initial Securities in
   such Private Exchange.

     (c)   CANCELLATION OR ADJUSTMENT OF GLOBAL SECURITY. At such time
as all beneficial interests in a Global Security have either been exchanged
for certificated Securities, redeemed, purchased or canceled, such
Global Security shall be returned to the Depository for cancellation
or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is
exchanged for certificated Securities, redeemed, purchased or canceled,
the principal amount of Securities represented by such Global Security
shall be reduced and an adjustment shall be made on the books and records
of the Trustee (if it is then the Securities Custodian for such Global
Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.

     (d)   OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
SECURITIES.

     (i)   To permit registrations of transfers and exchanges, the
   Company shall execute and the Trustee shall authenticate certificated
   Securities and Global Securities at the Registrar's or co-registrar's
   request.

     (ii)  No service charge shall be made for any registration of
   transfer or exchange, but the Company may require payment of a sum
   sufficient to cover any transfer tax, assessments, or similar
   governmental charge payable in connection therewith (other than any
   such transfer taxes, assessments or similar governmental charge
   payable upon exchange or transfer pursuant to Sections 2.06, 3.06
   and 4.09 of the Indenture).

     (iii) The Registrar or co-registrar shall not be required to
   register the transfer of or exchange of any Security for a period
   beginning 15 Business Days before the mailing of a notice of an
   offer to repurchase or redeem Securities or 15 Business Days before
   an interest payment date.

                                      7



     (iv)  Prior to the due presentation for registration of transfer
   of any Security, the Company, the Trustee, the Paying Agent, the
   Registrar or any co-registrar may deem and treat the person in whose
   name a Security is registered as the absolute owner of such Security
   for the purpose of receiving payment of principal of and interest on
   such Security and for all other purposes whatsoever, whether or not
   such Security is overdue, and none of the Company, the Trustee, the
   Paying Agent, the Registrar or any co-registrar shall be affected by
   notice to the contrary.

     (v)   All Securities issued upon any transfer or exchange pursuant
   to the terms of this Indenture shall evidence the same debt and shall
   be entitled to the same benefits under this Indenture as the
   Securities surrendered upon such transfer or exchange.

     (e)   NO OBLIGATION OF THE TRUSTEE.

     (i)   The Trustee shall have no responsibility or obligation to any
   beneficial owner of a Global Security, a member of, or a participant
   in the Depository or other Person with respect to the accuracy of the
   records of the Depository or its nominee or of any participant or
   member thereof, with respect to any ownership interest in the
   Securities or with respect to the delivery to any participant, member,
   beneficial owner or other Person (other than the Depository) of any
   notice (including any notice of redemption) or the payment of any
   amount, under or with respect to such Securities. All notices and
   communications to be given to the Holders and all payments to be
   made to Holders under the Securities shall be given or made only to
   or upon the order of the registered Holders (which shall be the
   Depository or its nominee in the case of a Global Security). The
   rights of beneficial owners in any Global Security shall be exercised
   only through the Depository subject to the applicable rules and
   procedures of the Depository. The Trustee may rely and shall be fully
   protected in relying upon information furnished by the Depository
   with respect to its members, participants and any beneficial owners.

     (ii)  The Trustee shall have no obligation or duty to monitor,
   determine or inquire as to compliance with any restrictions on
   transfer imposed under this Indenture or under applicable law with
   respect to any transfer of any interest in any Security (including
   any transfers between or among Depository participants, members or
   beneficial owners in any Global Security) other than to require
   delivery of such certificates and other documentation or evidence
   as are expressly required by, and to do so if and when expressly
   required by, the terms of this Indenture, and to examine the

                                     8



   same to determine substantial compliance as to form with the express
   requirements hereof.

   2.4  CERTIFICATED SECURITIES.

     (a)  A Restricted Global Security deposited with the Depository or
with the Trustee as custodian for the Depository pursuant to Section 2.1
shall be transferred to the beneficial owners thereof in the form of
certificated Securities in an aggregate principal amount equal to the
principal amount of such Global Security, in exchange for such Global
Security, only if such transfer complies with Section 2.3 and (i) the
Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Restricted Global Security or if at any
time such Depository ceases to be a "clearing agency" registered under
the Exchange Act and a successor depositary is not appointed by the
Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
certificated Securities under this Indenture.

     (b)  Any Restricted Global Security that is transferable to the
beneficial owners thereof pursuant to this Section shall be surrendered
by the Depository to the Trustee located at its principal corporate
trust office in the Borough of Manhattan, The City of New York, to be
so transferred, in whole or from time to time in part, without charge,
and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Restricted Global Security, an equal aggregate
principal amount of certificated Initial Securities of authorized
denominations. Any portion of a Restricted Global Security transferred
pursuant to this Section shall be executed, authenticated and delivered
only in denominations of $1,000 principal amount and any integral
multiple thereof and registered in such names as the Depository shall
direct. Any certificated Initial Security or Private Exchange Security
delivered in exchange for an interest in the Restricted Global Security
shall, except as otherwise provided by Section 2.3(b), bear the
restricted securities legend set forth in Exhibit 1 hereto.

     (c)  Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons
that may hold interests through Agent Members, to take any action which
a Holder is entitled to take under this Indenture or the Securities.

     (d)  In the event of the occurrence of either of the events
specified in Section 2.4(a), the Company shall promptly make

                                   9



available to the Trustee a reasonable supply of certificated Securities
in definitive, fully registered form without interest coupons.


                                   10



                                                               EXHIBIT 1
                                                                      to
                                         RULE 144A/REGULATION S APPENDIX


                      [FORM OF FACE OF INITIAL SECURITY]

                          [Global Securities Legend]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     [FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE
COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED
STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR
SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.


                        [Restricted Securities Legend]

     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (I) THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE


                                                                          2

REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



                                                                      3
                                                                  CUSIP
                                                              ---------
No.
    -------------                                                     $
                                                              ---------
              11 1/4% Senior Subordinated Notes Due June 15, 2011

           Blum CB Corp., a Delaware corporation, promises to pay to
                 , or registered assigns, the principal sum of
                           Dollars on June 15, 2011.

           Interest Payment Dates:  June 15 and December 15.


           Record Dates:  June 1 and December 1.

           Additional provisions of this Security are set forth on the
other side of this Security.


Dated: June 7, 2001

                                                     BLUM CB CORP.,
                                                       by

                                                         Name:
                                                         Title:
TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION


STATE STREET BANK AND TRUST
  COMPANY OF CALIFORNIA, N.A.
  as Trustee, certifies that
    this is one of the
    Securities referred to in
    the Indenture.

  by

          Authorized Signatory


                                                                      4
                  [FORM OF REVERSE SIDE OF INITIAL SECURITY]

              11 1/4% Senior Subordinated Note Due June 15, 2011

1.    Interest
      --------

     Blum CB Corp., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above; provided,
however, that if a Registration
                                -----------------
Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.50% per
annum (increasing by an additional 0.50% per annum after each consecutive
90-day period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of 2.00%) from
and including the date on which any such Registration Default shall occur
to but excluding the date on which all Registration Defaults have been
cured. The Company will pay interest semiannually on June 15 and December
15 of each year, commencing December 15, 2001. Interest on the Securities
will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from June 7, 2001. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.


2.    Method of Payment
      -----------------

     The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at
the close of business on the June 1 or December 1 next preceding the
interest payment date even if Securities are canceled after the record
date and on or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer
of immediately available funds to the accounts specified by The Depository
Trust Company. The Company will make all payments in respect of a
certificated Security (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof;
provided, however, that
                                                     -----------------
payments on a certificated Security will be made by wire transfer to a
U.S. dollar account maintained by the payee with



                                                                       5
a bank in the United States if such Holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying Agent to
such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the
Trustee may accept in its discretion).


3.   Paying Agent and Registrar
     --------------------------

     Initially, State Street Bank and Trust Company of California, N.A.
(the "Trustee"), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co- registrar.


4.   Indenture
     ---------

     The Company issued the Securities under an Indenture dated as of
June 7, 2001 ("Indenture"), between the Company, Parent and the Trustee.
The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act
of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the
Indenture (the "Act"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the Act for a statement of those terms.

     The Securities are general unsecured obligations of the Company.
The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue Additional Securities pursuant to Section
2.13 of the Indenture. The Initial Securities issued on the Issue Date,
any Additional Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor will be treated as a single class
for all purposes under the Indenture. The Indenture contains covenants
that limit the ability of the Company and its subsidiaries to incur
additional indebtedness; pay dividends or distributions on, or redeem or
repurchase capital stock; make investments; issue or sell capital stock
of subsidiaries; engage in transactions with affiliates; transfer or sell
assets; guarantee indebtedness; restrict dividends or other payments of
subsidiaries; and consolidate, merge or transfer all or substantially all
of its assets and the assets of its



                                                                        6
subsidiaries. These covenants are subject to important exceptions and
qualifications.

5.   Optional Redemption
     -------------------

     Except as set forth below, the Company shall not be entitled to
redeem the Securities at its option prior to June 15, 2006.

     On and after June 15, 2006, the Company shall be entitled at its
option to redeem all or a portion of the Securities upon not less than
30 nor more than 60 days' notice, at the redemption prices (expressed in
percentages of principal amount on the redemption date), plus accrued
interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date), if redeemed during the 12-month period commencing
on June 15 of the years set forth below:

                                             Redemption
     Period                                    Price
     ------                                  ----------

     2006                                    105.625%
     2007                                    103.750
     2008                                    101.875
     2009 and thereafter                     100.000%

     In addition, prior to June 15, 2004, the Company shall be entitled
at its option on one or more occasions to redeem Securities (which
includes Additional Securities, if any) in an aggregate principal amount
not to exceed 35% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) originally issued at a
redemption price (expressed as a percentage of principal amount) of
111 1/4%, plus accrued and unpaid interest to the redemption date, with
the net cash proceeds from one or more Public Equity Offerings (provided
that if the Public Equity Offering is an offering by Parent,
           --------
a portion of the Net Cash Proceeds thereof equal to the amount required
to redeem any Securities is contributed to the equity capital of the
Company); provided, however, that (1) at least 65% of such aggregate
principal amount of --------  -------
Securities (which includes Additional Securities, if any) remains
outstanding immediately after the occurrence of each such redemption
(other than Securities held, directly or indirectly, by the Company or
its Affiliates); and (2) each such redemption occurs within 90 days
after the date of the related Public Equity Offering.



                                                                       7
6.   Special Mandatory Redemption
     ----------------------------

     In the event the Transactions are not consummated on or prior to
the 75th day after the Issue Date or the Merger Agreement is terminated
at any time prior thereto, the Company shall redeem the Securities at a
redemption price equal to 100% of the accreted value thereof on the
redemption date (calculated for the period from the Issue Date to such
redemption date based on the straight line method over the life of the
Securities), plus accrued and unpaid interest to the redemption date
(subject to the right of Holders of record on the relevant record date
to receive interest due on the related interest payment date). The
Company shall be entitled to receive a credit against the accreted value
of the Securities required to be redeemed pursuant to this paragraph
equal to the accreted value on such redemption date (excluding premium)
of any Securities that the Company has acquired or redeemed other than
pursuant to this paragraph and has delivered to the Trustee for
cancellation. The Company shall be entitled to receive the credit only
once for any Security. The Company shall cause the notice of the special
mandatory redemption to be mailed no later than the next Business Day
following the 75th day after the Issue Date or following the date the
Merger Agreement is terminated, as applicable, and shall redeem the
Securities three Business Days following the date of notice of redemption.

7.   Notice of Redemption
     --------------------

     Except as set forth in paragraph 6 above, notice of redemption
will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his
registered address. Securities in denominations larger than $1,000
principal amount may be redeemed in part but only in whole multiples of
$1,000. If money sufficient to pay the redemption price of and accrued
interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.

8.   Put Provisions
     --------------

     Upon a Change of Control, any Holder of Securities will have the
right, subject to certain conditions, to cause the Company to purchase
all or any part of the Securities of such Holder at a purchase price
equal to 101% of the principal amount



                                                                        8
thereof on the date of purchase plus accrued and unpaid interest to the
date of repurchase (subject to the right of holders of record on the
relevant record date to receive interest due on the related interest
payment date) as provided in, and subject to the terms of, the Indenture.


9.   Subordination
     -------------

     The Securities are subordinated to Senior Indebtedness of the
Company, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness of the Company must be paid before the
Securities may be paid. The Company agrees, and each Securityholder by
accepting a Security agrees, to the subordination provisions contained
in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.
10.  Guaranty
     --------

     The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and unconditionally guaranteed on
a joint and several senior subordinated basis by each of the Guarantors.

11.  Denominations; Transfer; Exchange
     ---------------------------------

     The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000.
A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities
selected for redemption (except, in the case of a Security to be redeemed
in part, the portion of the Security not to be redeemed) or any Securities
for a period of 15 days before a selection of Securities to be redeemed or
15 days before an interest payment date.


12.  Persons Deemed Owners
     ---------------------

     The registered Holder of this Security may be treated as the owner
of it for all purposes.


13.  Unclaimed Money
     ---------------



                                                                        9
     If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.


14.  Discharge and Defeasance
     ------------------------

     Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities
and the Indenture if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.


15.  Amendment, Waiver
     -----------------

     Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended with the written consent of
the Holders of at least a majority in principal amount outstanding of the
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount outstanding of the Securities. Subject to certain exceptions set
forth in the Indenture, without the consent of any Securityholder, the
Company, the Guarantors and the Trustee shall be entitled to amend the
Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to
provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the
Securities, including Guaranties, or to secure the Securities, or to
add additional covenants or surrender rights and powers conferred on
the Company or the Guarantors, or to comply with any request of the SEC
in connection with qualifying the Indenture under the Act or to make any
change that does not adversely affect the rights of any Securityholder.


16.  Defaults and Remedies
     ---------------------

     Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Securities; (ii) default in payment
of principal on the Securities at maturity, upon redemption pursuant to
paragraph 5 or 6 of the Securities, upon acceleration or otherwise, or
failure by the Company to redeem or purchase Securities when required;



                                                                      10
(iii) failure by the Company, Parent or any Subsidiary Guarantor to
comply with other agreements in the Indenture or the Securities, in
certain cases subject to notice and lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after
final maturity) of other Indebtedness of the Company or any Significant
Subsidiary if the amount accelerated (or so unpaid) exceeds $10.0
million; (v) certain events of bankruptcy or insolvency with respect to
the Company and the Significant Subsidiaries; (vi) certain judgments or
decrees for the payment of money in excess of $10.0 million; and (vii)
certain defaults with respect to Guaranties. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare all the Securities to be
due and payable immediately. Certain events of bankruptcy or insolvency
are Events of Default which will result in the Securities being due and
payable immediately upon the occurrence of such Events of Default.

     Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce
the Indenture or the Securities unless it receives indemnity or security
satisfactory to it. Subject to certain limitations, Holders of a majority
in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice
is in the interest of the Holders.


17.  Trustee Dealings with the Company
     ---------------------------------

     Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise
deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

18.  No Recourse Against Others
     --------------------------

     A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations
of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and
releases all such



                                                                       11
liability. The waiver and release are part of the consideration for the
issue of the Securities.


19.  Authentication
     --------------

          This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs
the certificate of authentication on the other side of this Security.

20.  Abbreviations
     -------------

          Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian),
and U/G/M/A (=Uniform Gift to Minors Act).

21.  CUSIP Numbers
     -------------

          Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures the Company has caused
CUSIP numbers to be printed on the Securities and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience
to Securityholders. No representation is made as to the accuracy of such
numbers either as printed on the Securities or as contained in any notice
of redemption and reliance may be placed only on the other identification
numbers placed thereon.


22.  Holders' Compliance with Registration Rights Agreement.
     ------------------------------------------------------

          Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement,
including the obligations of the Holders with respect to a registration
and the indemnification of the Company to the extent provided therein.
23.  Governing Law.
     --------------

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

          The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a



                                                                       12
copy of the Indenture which has in it the text of this Security in
larger type. Requests may be made to:

                  BLUM CB Corp.
                  909 Montgomery Street
                  Suite 400
                  San Francisco, California 94133

                  Attention: Alan Willis



                                                                       13
-----------------------------------------------------------------------
                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


             (Print or type assignee's name, address and zip code)
             (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                           agent to
transfer this Security on the books of the Company.  The agent may
substitute another to act for him.


------------------------------------------------------------------------
Date:               Your Signature:

-------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
In connection with any transfer of any of the Securities evidenced by
this certificate occurring prior to the expiration of the period
referred to in Rule 144(k) under the Securities Act after the later of
the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate
of the Company, the undersigned confirms that such Securities are being
transferred in accordance with its terms:
CHECK ONE BOX BELOW

          (1)  [ ]  to the Company; or

          (2)  [ ]  pursuant to an effective registration statement under
                    the Securities Act of 1933; or

          (3)  [ ]  inside the United States to a "qualified institutional
                    buyer" (as defined in Rule 144A under the Securities
                    Act of 1933) that purchases for its own account or
                    for the account of a qualified institutional buyer
                    to whom notice is given that such transfer is being
                    made in reliance on Rule 144A, in each



                                                                      14

                    case pursuant to and in compliance with Rule 144A
                    under the Securities Act of 1933; or

          (4)  [  ]  outside the United States in an offshore transaction
                    within the meaning of Regulation S under the
                    Securities Act in compliance with Rule 904 under
                    the Securities Act of 1933; or

          (5)  [  ]  pursuant to the exemption from registration provided
                    by Rule 144 under the Securities Act of 1933.

               If such transfer is being made pursuant to an offshore
transaction in accordance with Rule 904 under the Securities Act, the
undersigned further certifies that :

               (i)   the offer of the Securities was not made to a
                     person in the United States;

               (ii)  either (a) at the time the buy offer was originated,
          the transferee was outside the United States or we and any
          person acting on our behalf reasonably believed that the
          transferee was outside the United States, or (b) the transaction
          was executed in, on or through the facilities of a designated
          off-shore securities market and neither we nor any person acting
          on our behalf knows that the transaction has been pre-arranged
          with a buyer in the United States;

               (iii) no directed selling efforts have been made in the
          United States in contravention of the requirements of Rule 903
          or Rule 904 of Regulation S, as applicable;

               (iv)  the transaction is not part of a plan or scheme to
          evade the registration requirements of the Securities Act;

               (v)   we have advised the transferee of the transfer
          restrictions applicable to the Securities; and

               (vi)  if the circumstances set forth in Rule 904(b) under
          the Securities Act are applicable, we have complied with the
          additional conditions therein, including (if applicable)
          sending a confirmation or other notice stating that the
          Securities may be offered and sold during the distribution
          compliance period specified in Rule 903 of Regulation S;
          pursuant to registration of the Securities under the
          Securities Act; or pursuant to an available exemption from the
          registration requirements under the Securities Act.


                                                                       15
     Unless one of the boxes is checked, the Trustee will refuse to
     register any of the Securities evidenced by this certificate in
     the name of any person other than the registered holder thereof;
     provided, however, that if box
                                               --------  -------
     (4) or (5) is checked, the Trustee shall be entitled to require,
     prior to registering any such transfer of the Securities, such
     legal opinions, certifications and other information as the Company
     has reasonably requested to confirm that such transfer is being
     made pursuant to an exemption from, or in a transaction not subject
     to, the registration requirements of the Securities Act of 1933,
     such as the exemption provided by Rule 144 under such Act.




                              ----------------------------------
                                           Signature

Signature Guarantee:

--------------------------------       --------------------------
 Signature must be guaranteed           Signature

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.

----------------------------------------------------------------------------

             TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
     The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made
in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to


                                                                       16
request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to
claim the exemption from registration provided by Rule 144A.


Dated:
        ------------------------          ---------------------------------
                                          NOTICE:  To be executed by
                                                   an executive officer


                                                                       17
                     [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
                  The following increases or decreases in this Global
Security have been made:


                                                                      
Date of         Amount of decrease    Amount of increase    Principal amount      Signature of
Exchange        in Principal          in Principal          of this Global        authorized Officer
                amount of this        amount of this        Security following    of Trustee or
                Global Security       Global Security       such decrease or      Securities
                                                            increase)             Custodian







                                                                       18
                      OPTION OF HOLDER TO ELECT PURCHASE


          If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.09 of the Indenture, check the box:
                                 [  ]

          If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.09 of the
Indenture, state the amount in principal amount: $


Date:                        Your Signature:
       ------------------                    -----------------------------
                                            (Sign exactly as your name
                                             appears on the other side of
                                             this Security.)
Signature Guarantee:
                     -----------------------------------------
                              (Signature must be guaranteed)

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.



EXHIBIT A


                      [FORM OF FACE OF EXCHANGE SECURITY
                         OR PRIVATE EXCHANGE SECURITY]


*/If the Security is to be issued in global form add the Global
Securities - Legend from Exhibit 1 to Appendix A and the attachment
from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".

**/If the Security is a Private Exchange Security issued in a Private
Exchange --
to an Initial Purchaser holding an unsold portion of its initial
allotment, add the Restricted Securities Legend from Exhibit 1 to
Appendix A and replace the Assignment Form included in this Exhibit A
with the Assignment Form included in such Exhibit 1.



                                                                       2

                                                            CUSIP
                                                                 --------
No.                                                    $
   ---------------                                      -------------

              11 1/4% Senior Subordinated Notes Due June 15, 2011

              Blum CB Corp., a Delaware corporation, promises to pay
              to        , or registered assigns, the principal sum of
              Dollars on June 15, 2011.

              Interest Payment Dates:  June 15 and December 15.


              Record Dates:  June 1 and December 1.

              Additional provisions of this Security are set forth on
the other side of this Security.


Dated:

                                 BLUM CB CORP.

                                   by

                                     Name:
                                     Title:


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION



STATE STREET BANK AND TRUST
  COMPANY OF CALIFORNIA, N.A.
  as Trustee, certifies that
    this is one of the
    Securities referred to in
    the Indenture.

by

        Authorized Signatory



                                                                        3
                       [FORM OF REVERSE SIDE OF SECURITY
                         OR PRIVATE EXCHANGE SECURITY]


              11 1/4% Senior Subordinated Note Due June 15, 2011

1.  Interest
    --------

          Blum CB Corp., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above[;
provided, however, that if a
                                          --------  ------- Registration
Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.50% per
annum (increasing by an additional 0.50% per annum after each consecutive
90-day period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of 2.00%) from
and including the date on which any such Registration Default shall
occur to but excluding the date on which all Registration Defaults have
been cured.]1 The Company will pay interest semiannually on June 15 and
December 15 of each year, commencing December 15, 2001. Interest on the
Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from June 7, 2001. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


2.  Method of Payment
    -----------------

          The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of
Securities at the close of business on the June 1 or December 1 next
preceding the interest payment date even if Securities are canceled
after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds
to the accounts specified by The Depository Trust Company. The Company
will make all

-------------------------

     1. Insert if at the date of issuance of the Exchange Security or
     Private Exchange Security (as the case may be) any Registration
     Default has occurred with respect to the related Initial Securities
     during the interest period in which such date of issuance occurs.



                                                                        4
payments in respect of a certificated Security (including principal,
premium and interest) by mailing a check to the registered address of each
Holder thereof; provided, however, that payments on a certificated Security
will be made by wire --------  -------
transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding
the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

3.  Paying Agent and Registrar
    --------------------------

          Initially, State Street Bank and Trust Company of California,
N.A. (the "Trustee"), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.


4.  Indenture
    ---------

          The Company issued the Securities under an Indenture dated
as of June 7, 2001 ("Indenture"), between the Company, Parent and the
Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
                                                    ------ 77aaa-77bbbb)
as in effect on the date of the Indenture (the "Act"). Terms defined in
the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement
of those terms.

          The Securities are general unsecured obligations of the
Company. The Company shall be entitled, subject to its compliance
with Section 4.03 of the Indenture, to issue Additional Securities
pursuant to Section 2.13 of the Indenture. The Initial Securities
issued on the Issue Date, any Additional Securities and all Exchange
Securities or Private Exchange Securities issued in exchange therefor
will be treated as a single class for all purposes under the Indenture.
The Indenture contains covenants that limit the ability of the Company
and its subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make investments;
issue or sell capital stock of subsidiaries; engage in transactions with
affiliates; transfer or sell assets; guarantee indebtedness; restrict
dividends or other payments of subsidiaries; and consolidate, merge or
transfer all or substantially all of its



                                                                        5
assets and the assets of its subsidiaries. These covenants are subject
to important exceptions and qualifications.


5.  Optional Redemption
    -------------------

          Except as set forth below, the Company shall not be entitled
to redeem the Securities at its option prior to June 15, 2006.

          On and after June 15, 2006, the Company shall be entitled at
its option to redeem all or a portion of the Securities upon not
less than 30 nor more than 60 days' notice, at the redemption prices
(expressed in percentages of principal amount, on the redemption date)
plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due
on the related interest payment date), if redeemed during the 12-month
period commencing on June 15 of the years set forth below:

                                                      Redemption
          Period                                        Price
          ------                                      ----------
          2006                                        105.625%
          2007                                        103.750
          2008                                        101.875
          2009 and thereafter                         100.000%
          In addition, prior to June 15, 2004, the Company shall be
entitled at its option on one or more occasions to redeem Securities
(which includes Additional Securities, if any) in an aggregate principal
amount not to exceed 35% of the aggregate principal amount of the
Securities (which includes Additional Securities, if any) originally
issued at a redemption price (expressed as a percentage of principal
amount) of 111 1/4%, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Public Equity Offerings
(provided that if the Public Equity Offering is an
                              --------
offering by Parent, a portion of the Net Cash Proceeds equal to the
amount required to redeem any Securities is contributed to the equity
capital of the Company); provided, however, that (1) at least 65% of
such aggregate principal
          --------  -------
amount of Securities (which includes Additional Securities, if any)
remains outstanding immediately after the occurrence of each such
redemption (other than Securities held, directly or indirectly, by the
Company or its Affiliates); and (2) each such redemption occurs within
90 days after the date of the related Public Equity Offering.



                                                                        6
6.  Special Mandatory Redemption
    ----------------------------

          In the event the Transactions are not consummated on or
prior to the 75th day after the Issue Date or the Merger Agreement
is terminated at any time prior thereto, the Company shall redeem
the Securities at a redemption price equal to 100% of the accreted
value thereof on the redemption date (calculated for the period from
the Issue Date to such redemption date based on the straight line
method over the life of the Securities), plus accrued and unpaid
interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the
related interest payment date). The Company shall be entitled to
receive a credit against the accreted value of the Securities required
to be redeemed pursuant to this paragraph equal to the accreted value
on such redemption date (excluding premium) of any Securities that the
Company has acquired or redeemed other than pursuant to this paragraph
and has delivered to the Trustee for cancellation. The Company shall be
entitled to receive the credit only once for any Security. The Company
shall cause the notice of the special mandatory redemption to be mailed
no later than the next Business Day following the 75th day after the
Issue Date or following the date the Merger Agreement is terminated, as
applicable, and shall redeem the Securities three Business Days following
the date of notice of redemption.

7.  Notice of Redemption
    --------------------

          Except as set forth in paragraph 6 above, notice of redemption
will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his
registered address. Securities in denominations larger than $1,000
principal amount may be redeemed in part but only in whole multiples
of $1,000. If money sufficient to pay the redemption price of and accrued
interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.


8.  Put Provisions
    --------------

          Upon a Change of Control, any Holder of Securities will
have the right, subject to certain conditions, to cause the Company
to purchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount thereof on the
date of purchase plus accrued and unpaid interest to the date of
repurchase (subject to the right of holders of record on the relevant
record date to receive interest due on the related


                                                                       7
interest payment date) as provided in, and subject to the terms of, the
Indenture.


9.  Subordination
    -------------

          The Securities are subordinated to Senior Indebtedness of the
Company, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness of the Company must be paid before the
Securities may be paid. The Company agrees, and each Securityholder by
accepting a Security agrees, to the subordination provisions contained
in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.

10.  Guarantee
     ---------

          The payment by the Company of the principal of, and premium
and interest on, the Securities is fully and unconditionally guaranteed
on a joint and several senior subordinated basis by each of the
Guarantors.

11.  Denominations; Transfer; Exchange
     ---------------------------------

          The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000.
A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things,
to furnish appropriate endorsements or transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities
selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or
any Securities for a period of 15 days before a selection of Securities
to be redeemed or 15 days before an interest payment date.


12.  Persons Deemed Owners
     ---------------------

          The registered Holder of this Security may be treated as the
owner of it for all purposes.


13.  Unclaimed Money
     ---------------

          If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the
money back to the Company at its request unless an abandoned



                                                                        8
property law designates another Person. After any such payment, Holders
entitled to the money must look only to the Company and not to the
Trustee for payment.

14.  Discharge and Defeasance
     ------------------------

          Subject to certain conditions, the Company at any time
shall be entitled to terminate some or all of its obligations under
the Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or maturity,
as the case may be.


15.  Amendment, Waiver
     -----------------

          Subject to certain exceptions set forth in the Indenture, (i)
the Indenture and the Securities may be amended with the written consent
of the Holders of at least a majority in principal amount outstanding of
the Securities and (ii) any default or noncompliance with any provision
may be waived with the written consent of the Holders of a majority in
principal amount outstanding of the Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company, the Guarantors and the Trustee shall be
entitled to amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or
in place of certificated Securities, or to add guarantees with respect to
the Securities, including Guaranties, or to secure the Securities, or to
add additional covenants or surrender rights and powers conferred on the
Company or the Guarantors, or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to make any
change that does not adversely affect the rights of any Securityholder.


16.  Defaults and Remedies
     ---------------------

          Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment
of principal on the Securities at maturity, upon redemption pursuant to
paragraph 5 or 6 of the Securities, upon acceleration or otherwise, or
failure by the Company to redeem or purchase Securities when required;
(iii) failure by the Company, Parent or any Subsidiary Guarantor to
comply with other agreements in the Indenture or the Securities, in
certain cases subject to notice and lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after
final maturity) of other Indebtedness of the Company or any Significant
Subsidiary if



                                                                        9
the amount accelerated (or so unpaid) exceeds $10.0 million; (v) certain
events of bankruptcy or insolvency with respect to the Company and the
Significant Subsidiaries; (vi) certain judgments or decrees for the
payment of money in excess of $10.0 million; and (vii) certain defaults
with respect to the Guaranties. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal
amount of the Securities may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being due and
payable immediately upon the occurrence of such Events of Default.
          Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse
to enforce the Indenture or the Securities unless it receives indemnity
or security satisfactory to it. Subject to certain limitations, Holders
of a majority in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold
from Securityholders notice of any continuing Default (except a Default
in payment of principal or interest) if it determines that withholding
notice is in the interest of the Holders.


17.  Trustee Dealings with the Company
     ---------------------------------

          Subject to certain limitations imposed by the Act, the
Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates
and may otherwise deal with the Company or its Affiliates with the same
rights it would have if it were not Trustee.

18.  No Recourse Against Others
     --------------------------

          A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations
of the Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

19.  Authentication
     --------------

          This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually



                                                                       10
signs the certificate of authentication on the other side of this
Security.

20.  Abbreviations
     -------------

          Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian),
and U/G/M/A (=Uniform Gift to Minors Act).


21.  CUSIP Numbers
     -------------

          Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures the Company has caused
CUSIP numbers to be printed on the Securities and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience
to Securityholders. No representation is made as to the accuracy of
such numbers either as printed on the Securities or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

22.  Holders' Compliance with Registration Rights Agreement
     ------------------------------------------------------
          Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement,
including the obligations of the Holders with respect to a registration
and the indemnification of the Company to the extent provided therein.
23.  Governing Law
     -------------

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture
which has in it the text of this Security in larger type. Requests may
be made to:
          BLUM CB Corp.
          909 Montgomery Street
          Suite 400
          San Francisco, California 94133

          Attention: Alan Willis



                                                                       11

--------------------------------------------------------------------------

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


     (Print or type assignee's name, address and zip code)

     (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                           agent to transfer this
Security on the books of the Company.  The agent may
substitute another to act for him.

--------------------------------------------------------------------------
Date:                        Your Signature:
       ------------------                    -----------------------------


----------------------------------------- Sign exactly as your name appears
on the other side of this Security.



                      OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 or 4.09 of the Indenture, check the box:
                                      [_]

          If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or of the Indenture,
state the amount in principal amount: $


Date: _______________      Your Signature:  ____________________________
                                            (Sign exactly as your name
                                             appears on the other side of
                                             this Security.)
                           Signature Guarantee:

                                (Signature must be guaranteed)

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.

EX-18

                                                              Exhibit 18

                                 $65,000,000

                              CBRE HOLDING, INC.

                          16% SENIOR NOTES DUE 2011

                     NOTES REGISTRATION RIGHTS AGREEMENT

July 20, 2001

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629

Dear Sirs:

      CBRE Holding, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the
"Initial Purchaser"), upon the terms set forth in a purchase agreement of
even date herewith (the "Purchase Agreement"), $65,000,000 aggregate
principal amount of 16% Senior Notes Due 2011 (the "Notes").  The Notes will
be issued pursuant to an Indenture, dated as of July 20, 2001 (the
"Indenture"), among the Company and State Street Bank and Trust Company of
California, N.A., as trustee  (the "Trustee").  The "Initial Securities"
refers to the Notes immediately after the Issue Date (as defined below).

      As an inducement to the Initial Purchaser to enter into the Purchase
Agreement, the Company agrees with the Initial Purchaser, for the benefit of
the holders of the Initial Securities (including, without limitation, the
Initial Purchaser), the Exchange Securities (as defined below) and the
Private Exchange Securities (as defined below) (collectively, the "Holders"),
as follows:

1.    REGISTERED EXCHANGE OFFER.  Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section
1), the Company shall prepare and, not later than 90 days (such 90th day
being a "Filing Deadline") after the date on which the Notes are issued (the
"Issue Date"), file with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to a proposed offer (the
"Registered Exchange Offer") to the Holders of Transfer Restricted Securities
(as defined in Section 6 hereof), who are not prohibited by any law or policy
of the Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of debt securities of the Company issued
under the Indenture, identical in all material respects to the Initial
Securities and registered under the Securities Act (the "Exchange
Securities").  The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the


                                     Page 1



Issue Date (such 180th day being an "Effectiveness Deadline") and (ii) keep the
Exchange Offer Registration Statement effective for not less than 20 business
days (or longer, if required by applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders (such period being called the
"Exchange Offer Registration Period").

      If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 20 business days
after such commencement (provided that the Company has accepted all the
Initial Securities theretofore validly tendered in accordance with the terms
of the Registered Exchange Offer) and (ii) will be required to consummate the
Registered Exchange Offer no later than 40 days after the date on which the
Exchange Offer Registration Statement is declared effective (such 40th day
being the "Consummation Deadline").

      Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not
an affiliate of the Company within the meaning of the Securities Act,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

      The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of
an applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any
such Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in connection with
such sale.

      The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be
lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons
must comply with such requirements in order to resell the Exchange
Securities; provided, however, that (i) in the case where such prospectus and
any amendment or supplement thereto must be delivered by an Exchanging Dealer
or the Initial Purchaser, such period shall be the lesser of 180 days and the
date on which all Exchanging Dealers and the Initial Purchaser have


                                     Page 2



sold all Exchange Securities held by them (unless such period is extended
pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus
and any amendment or supplement thereto available to any broker-dealer for use
in connection with any resale of any Exchange Securities for a period of not
less than 180 days after the consummation of the Registered Exchange Offer.
Notwithstanding the foregoing, the Company shall not be obligated to keep the
Exchange Offer Registration Statement continuously effective to the extent set
forth above if the Company determines, in its reasonable judgment, upon advice
of counsel, that the continued effectiveness and usability of the Exchange Offer
Registration Statement would (i) require the disclosure of material information,
which the Company or any of its subsidiaries has a bona fide business reason for
preserving as confidential or (ii) interfere with any existing or prospective
financing, acquisition, corporate reorganization or other material business
situation, transaction or negotiation involving the Company or any of its
subsidiaries; provided, however, that the failure to keep the Exchange Offer
Registration Statement effective and usable for such reason shall last no longer
than 20 days (whereafter Additional Interest (as defined in Section 6(a)) shall
accrue and be payable until the Exchange Offer Registration Statement becomes
effective and usable) and shall in no event occur during the first 30 days after
the Exchange Offer Registration Statement becomes effective. In the event that
the Company does not keep the Exchange Offer Registration Statement continuously
effective as provided in the immediately preceding sentence, the number of days
during which the Exchange Offer Registration Statement is not continuously
effective, which shall include the date the Company gives notice that the
Exchange Offer Registration Statement is no longer effective, shall be added on
to, and therefore extend, the period during which the Company is obligated to
use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained
therein.

      If, upon consummation of the Registered Exchange Offer, the Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver
to the Initial Purchaser upon the written request of the Initial Purchaser,
in exchange (the "Private Exchange") for the Initial Securities held by the
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the
Initial Securities (the "Private Exchange Securities").  The Initial
Securities, the Exchange Securities and the Private Exchange Securities are
herein collectively called the "Securities".

      In connection with the Registered Exchange Offer, the Company shall:

            (a) mail to each Holder a copy of the prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;

            (b) keep the Registered Exchange Offer open for not less than 20
      business days (or longer, if required by applicable law) after the date
      notice thereof is mailed to the Holders;


                                     Page 3



            (c) utilize the services of a depositary for the Registered Exchange
      Offer with an address in the Borough of Manhattan, The City of New York,
      which may be the Trustee or an affiliate of the Trustee;

            (d) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York time, on the last business day on which
      the Registered Exchange Offer shall remain open; and

            (e) otherwise comply with all applicable laws.

      As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

          (x) accept for exchange all the Securities validly tendered and not
     withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange;

          (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

          (z) cause the Trustee to authenticate and deliver promptly to each
     Holder of the Initial Securities, Exchange Securities or Private Exchange
     Securities, as the case may be, equal in principal amount to the Initial
     Securities of such Holder so accepted for exchange.

      The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all
the Securities will vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

      Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has
been paid on the Initial Securities, from the date of original issue of the
Initial Securities.

      Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of
the Registered Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any person to participate in
the distribution of the Initial Securities or the Exchange Securities within
the meaning of the Securities Act, (iii) such Holder is not an "affiliate,"
as defined in Rule 405 of the Securities Act, of the Company or if it is an
affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if
such Holder is a broker-dealer, that it will receive Exchange Securities for
its own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and that it
will be


                                     Page 4



required to acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities.

      Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto
and any prospectus forming part thereof and any supplement thereto complies
in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and
any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

      2. SHELF REGISTRATION. If, (i) applicable interpretations of the staff of
the Commission do not permit the Company to effect a Registered Exchange Offer,
as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the 220th day after the Issue Date, (iii) the Initial Purchaser
so requests with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer)
is prohibited by law or Commission policy from participating in the Registered
Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer)
that participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange and any such
Holder so requests, the Company shall take the following actions (the date on
which any of the conditions described in the foregoing clauses (i) through (iv)
occur, including in the case of clauses (iii) or (iv) the receipt of the
required notice, being a "Trigger Date"):

            (a) The Company shall as promptly as practicable (but in no event
      more than 90 days after the Trigger Date (such 90th day being a "Filing
      Deadline")) file with the Commission and thereafter use its reasonable
      best efforts to cause to be declared effective: in the case of clause (i),
      no later than 180 days after the Issue Date and, in the case of clauses
      (ii) through (iv), no later than 90th date after the Trigger Date (such
      180th day after the Issue Date in the case of clause (i), or such 90th day
      after the Trigger Date in the case of clauses (ii) through (iv) being an
      "Effectiveness Deadline") a registration statement (the "Shelf
      Registration Statement" and, together with the Exchange Offer Registration
      Statement, a "Registration Statement") on an appropriate form under the
      Securities Act relating to the offer and sale of the Transfer Restricted
      Securities by the Holders thereof from time to time in accordance with the
      methods of distribution set forth in the Shelf Registration Statement and
      Rule 415 under the Securities Act (hereinafter, the "Shelf Registration");
      provided, however, that no Holder (other than the Initial Purchaser) shall
      be entitled to have the Securities held by it covered by such Shelf
      Registration Statement unless such Holder agrees in writing to be bound by
      all the provisions of this Agreement applicable to such Holder.


                                     Page 5



            (b) The Company shall use its reasonable best efforts to keep the
      Shelf Registration Statement continuously effective in order to permit the
      prospectus included therein to be lawfully delivered by the Holders of the
      relevant Securities, for a period of two years (or for such longer period
      if extended pursuant to Section 3(j) below) from the date of its
      effectiveness or such shorter period that will terminate when all the
      Securities covered by the Shelf Registration Statement (i) have been sold
      pursuant thereto or (ii) are no longer restricted securities (as defined
      in Rule 144 under the Securities Act, or any successor rule thereof)
      provided, however, the Company shall not be obligated to keep the Shelf
      Registration Statement continuously effective to the extent set forth
      below if (i) the Company determines, in its reasonable judgment, upon
      advice of counsel, that the continued effectiveness and usability of the
      Shelf Registration statement would (x) require the disclosure of material
      information, which the Company or any of its subsidiaries has a bona fide
      business reason for preserving as confidential or (y) interfere with any
      financing, acquisition, corporate reorganization or other material
      transaction involving the Company or any of its subsidiaries, provided
      that the failure to keep the Shelf Registration Statement effective and
      usable for offers and sales of Securities for the reasons set forth in
      clauses (x) and (y) above shall last no longer than 60 days in any
      12-month period (whereafter Additional Interest (as defined in Section
      6(a)) shall accrue and be payable until the Shelf Registration Statement
      becomes effective and usable) and (ii) the Company promptly thereafter
      complies with the requirements of Section 3(j) hereof, if applicable;
      provided, further, that the number of days of any actual Suspension Period
      (as hereinafter defined) shall be added on to, and therefore extend, the
      two-year period specified above. Any such period during which the Company
      is excused from keeping the Shelf Registration Statement effective and
      usable for offers and sales of securities is referred to herein as a
      "Suspension Period." A Suspension Period shall commence on and include the
      date that the Company gives notice that the Shelf Registration Statement
      is no longer effective or the prospectus included therein is no longer
      usable for offers and sales of Securities and shall end on the earlier to
      occur of (1) the date on which each seller of Securities covered by the
      Shelf Registration Statement either receives the copies of the
      supplemented or amended prospectus contemplated by Section 3(j) hereof or
      is advised in writing by the Company that the use of the prospectus may be
      resumed and (2) the expiration of 60 days in any 12-month period during
      which one or more Suspension Periods has been in effect. The Company shall
      be deemed not to have used its reasonable best efforts to keep the Shelf
      Registration Statement effective during the requisite period if it
      voluntarily takes any action that would result in Holders of Securities
      covered thereby not being able to offer and sell such Securities during
      that period, unless such action is (A) required by applicable law or (B)
      permitted by this paragraph.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Company shall cause the Shelf Registration Statement and the
      related prospectus and any amendment or supplement thereto, as of the
      effective date of the Shelf Registration Statement, amendment or
      supplement, (i) to comply in all material respects with the applicable
      requirements of the Securities Act and the rules and regulations of the
      Commission and (ii) not to contain any untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.


                                     Page 6



      3. REGISTRATION PROCEDURES. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

            (a) The Company shall (i) furnish to the Initial Purchaser, prior to
      the filing thereof with the Commission, a copy of the Registration
      Statement and each amendment thereof and each supplement, if any, to the
      prospectus included therein and, in the event that the Initial Purchaser
      (with respect to any portion of an unsold allotment from the original
      offering) is participating in the Registered Exchange Offer or the Shelf
      Registration Statement, the Company shall use its reasonable best efforts
      to reflect in each such document, when so filed with the Commission, such
      comments as the Initial Purchaser reasonably may propose; (ii) include the
      information set forth in Annex A hereto on the cover, in Annex B hereto in
      the "Exchange Offer Procedures" section and the "Purpose of the Exchange
      Offer" section and in Annex C hereto in the "Plan of Distribution" section
      of the prospectus forming a part of the Exchange Offer Registration
      Statement and include the information set forth in Annex D hereto in the
      Letter of Transmittal delivered pursuant to the Registered Exchange Offer;
      (iii) if requested by the Initial Purchaser, include the information
      required by Items 507 or 508 of Regulation S-K under the Securities Act,
      as applicable, in the prospectus forming a part of the Exchange Offer
      Registration Statement; (iv) include within the prospectus contained in
      the Exchange Offer Registration Statement a section entitled "Plan of
      Distribution," reasonably acceptable to the Initial Purchaser, which shall
      contain a summary statement of the positions taken or policies made by the
      staff of the Commission with respect to the potential "underwriter" status
      of any broker-dealer that is the beneficial owner (as defined in Rule
      13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act")) of Exchange Securities received by such broker-dealer in the
      Registered Exchange Offer (a "Participating Broker-Dealer"), whether such
      positions or policies have been publicly disseminated by the staff of the
      Commission or such positions or policies, in the reasonable judgment of
      the Initial Purchaser based upon advice of counsel (which may be in-house
      counsel), represent the prevailing views of the staff of the Commission;
      and (v) in the case of a Shelf Registration Statement, include the names
      of the Holders who propose to sell Securities pursuant to the Shelf
      Registration Statement as selling securityholders.

            (b) The Company shall give written notice to the Initial Purchaser,
      the Holders of the Securities and any Participating Broker-Dealer from
      whom the Company has received prior written notice that it will be a
      Participating Broker-Dealer in the Registered Exchange Offer (which notice
      pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
      to suspend the use of the prospectus until the requisite changes have been
      made):

                  (i) when the Registration Statement or any amendment thereto
            has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;


                                     Page 7



                  (ii) of any request by the Commission for amendments or
            supplements to the Registration Statement or the prospectus included
            therein or for additional information;

                  (iii) of the issuance by the Commission of any stop order
            suspending the effectiveness of the Registration Statement or the
            initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose; and

                  (v) of the happening of any event that requires the Company to
            make changes in the Registration Statement or the prospectus in
            order that the Registration Statement or the prospectus do not
            contain an untrue statement of a material fact nor omit to state a
            material fact required to be stated therein or necessary to make the
            statements therein (in the case of the prospectus, in light of the
            circumstances under which they were made) not misleading.

            (c) The Company shall make every reasonable effort to obtain the
      withdrawal at the earliest possible time, of any order suspending the
      effectiveness of the Registration Statement.

            (d) The Company shall furnish to each Holder of Securities included
      within the coverage of the Shelf Registration, without charge, at least
      one copy of the Shelf Registration Statement and any post-effective
      amendment thereto, including financial statements and schedules, and, if
      the Holder so requests in writing, all exhibits thereto (including those,
      if any, incorporated by reference).

            (e) The Company shall deliver to each Exchanging Dealer and the
      Initial Purchaser, and to any other Holder who so requests, without
      charge, at least one copy of the Exchange Offer Registration Statement and
      any post-effective amendment thereto, including financial statements and
      schedules, and, if the Initial Purchaser or any such Holder requests, all
      exhibits thereto (including those incorporated by reference).

            (f) The Company shall, during the Shelf Registration Period, deliver
      to each Holder of Securities included within the coverage of the Shelf
      Registration, without charge, as many copies of the prospectus (including
      each preliminary prospectus) included in the Shelf Registration Statement
      and any amendment or supplement thereto as such person may reasonably
      request. The Company consents, subject to the provisions of this
      Agreement, to the use of the prospectus or any amendment or supplement
      thereto by each of the selling Holders of the Securities in connection
      with the offering and sale of the Securities covered by the prospectus, or
      any amendment or supplement thereto, included in the Shelf Registration
      Statement.

            (g) The Company shall deliver to the Initial Purchaser, any
      Exchanging Dealer, any Participating Broker-Dealer and such other persons
      required to deliver a


                                     Page 8



      prospectus following the Registered Exchange Offer, without charge, as
      many copies of the final prospectus included in the Exchange Offer
      Registration Statement and any amendment or supplement thereto as such
      persons may reasonably request. The Company consents, subject to the
      provisions of this Agreement, to the use of the prospectus or any
      amendment or supplement thereto by the Initial Purchaser, if necessary,
      any Participating Broker-Dealer and such other persons required to deliver
      a prospectus following the Registered Exchange Offer in connection with
      the offering and sale of the Exchange Securities covered by the
      prospectus, or any amendment or supplement thereto, included in such
      Exchange Offer Registration Statement.

            (h) Prior to any public offering of the Securities pursuant to any
      Registration Statement the Company shall use its reasonable best efforts
      to register or qualify or cooperate with the Holders of the Securities
      included therein and their respective counsel in connection with the
      registration or qualification of the Securities for offer and sale under
      the securities or "blue sky" laws of such states of the United States as
      any Holder of the Securities reasonably requests in writing and do any and
      all other acts or things necessary or advisable to enable the offer and
      sale in such jurisdictions of the Securities covered by such Registration
      Statement; provided, however, that the Company shall not be required to
      (i) qualify generally to do business in any jurisdiction where it is not
      then so qualified or (ii) take any action which would subject it to
      general service of process or to taxation in any jurisdiction where it is
      not then so subject.

            (i) The Company shall cooperate with the Holders of the Securities
      to facilitate the timely preparation and delivery of certificates
      representing the Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request a reasonable period of
      time prior to sales of the Securities pursuant to such Registration
      Statement.

            (j) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (v) of Section 3(b) above during the period for which the Company
      is required to maintain an effective Registration Statement, the Company
      shall promptly prepare and file a post-effective amendment to the
      Registration Statement or a supplement to the related prospectus and any
      other required document so that, as thereafter delivered to Holders of the
      Securities or purchasers of Securities, the prospectus will not contain an
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading.
      If the Company notifies the Initial Purchaser, the Holders of the
      Securities and any known Participating Broker-Dealer in accordance with
      paragraphs (ii) through (v) of Section 3(b) above to suspend the use of
      the prospectus until the requisite changes to the prospectus have been
      made, then the Initial Purchaser, the Holders of the Securities and any
      such Participating Broker-Dealers shall suspend use of such prospectus,
      and the period of effectiveness of the Shelf Registration Statement
      provided for in Section 2(b) above and the Exchange Offer Registration
      Statement provided for in Section 1 above shall each be extended by the
      number of days from and including the date of the giving of such notice to
      and including the date when the Initial Purchaser, the Holders of the
      Securities and any known Participating Broker-Dealer shall have received
      such amended or supplemented prospectus pursuant to this Section 3(j).


                                     Page 9



            (k) Not later than the effective date of the applicable Registration
      Statement, the Company will provide a CUSIP number for the Initial
      Securities, the Exchange Securities or the Private Exchange Securities, as
      the case may be, and provide the applicable trustee with printed
      certificates for the Initial Securities, the Exchange Securities or the
      Private Exchange Securities, as the case may be, in a form eligible for
      deposit with The Depository Trust Company.

            (l) The Company will comply with all rules and regulations of the
      Commission to the extent and so long as they are applicable to the
      Registered Exchange Offer or the Shelf Registration and will make
      generally available to its security holders (or otherwise provide in
      accordance with Section 11(a) of the Securities Act) an earnings statement
      satisfying the provisions of Section 11(a) of the Securities Act, no later
      than 45 days after the end of a 12-month period (or 90 days, if such
      period is a fiscal year) beginning with the first month of the Company's
      first fiscal quarter commencing after the effective date of the
      Registration Statement, which statement shall cover such 12-month period.

            (m) The Company shall cause the Indenture to be qualified under the
      Trust Indenture Act of 1939, as amended, in a timely manner and containing
      such changes, if any, as shall be necessary for such qualification. In the
      event that such qualification would require the appointment of a new
      trustee under the Indenture, the Company shall appoint a new trustee
      thereunder pursuant to the applicable provisions of the Indenture.

            (n) The Company may require each Holder of Securities to be sold
      pursuant to the Shelf Registration Statement to furnish to the Company
      such information regarding the Holder and the distribution of the
      Securities as the Company may from time to time reasonably require for
      inclusion in the Shelf Registration Statement, and the Company may exclude
      from such registration the Securities of any Holder that unreasonably
      fails to furnish such information within a reasonable time after receiving
      such request.

            (o) The Company shall enter into such customary agreements
      (including, if requested by the Holders of at least 10% of the aggregate
      principal amount of the outstanding Securities covered thereby, an
      underwriting agreement in customary form) and take all such other action,
      if any, as the Holders of at least 10% of the aggregate principal amount
      of the outstanding Securities shall reasonably request in order to
      facilitate the disposition of the Securities pursuant to any Shelf
      Registration.

            (p) In the case of any Shelf Registration, the Company shall (i)
      make reasonably available for inspection by the Holders of the Securities,
      any underwriter participating in any disposition pursuant to the Shelf
      Registration Statement and any attorney, accountant or other agent
      retained by the Holders of the Securities or any such underwriter all
      relevant financial and other records, pertinent corporate documents and
      properties of the Company and (ii) cause the Company's officers,
      directors, employees, accountants and auditors to supply all relevant
      information reasonably requested by the Holders of the Securities or any
      such underwriter, attorney, accountant or agent in connection with the
      Shelf Registration Statement (the information supplied pursuant to clauses
      (i) and (ii) being the "Records"), in each case, as shall be reasonably
      necessary to


                                    Page 10



      enable such persons, to conduct a reasonable investigation within the
      meaning of Section 11 of the Securities Act; provided, however, that any
      such person shall first agree in writing with the Company that any
      information that is reasonably and in good faith designated by the Company
      as confidential at the time of delivery of such information shall be kept
      confidential by such person, unless (A) disclosure of such information is
      required by court or administrative order or is necessary to respond to
      inquiries of regulatory authorities, (B) disclosure of such information is
      required by law (including any disclosure requirements pursuant to federal
      securities laws in connection with the filing of the Registration
      Statement or the use of any prospectus) or (C) such information becomes
      generally available to the public other than as a result of a disclosure
      or failure to safeguard such information by such person; provided further
      that the foregoing inspection and information gathering shall be
      coordinated on behalf of the Initial Purchaser by CSFB and on behalf of
      the other parties, by one counsel designated by and on behalf of such
      other parties as described in Section 4 hereof. Each Holder of Securities
      and the Initial Purchaser further agree and shall cause any person
      reviewing documents on their behalf pursuant to this paragraph (p) to
      agree, that it will, upon learning that disclosure of such Records is
      sought pursuant to clause (A) or (B) above, give notice to the Company and
      allow the Company, at its expense, to undertake appropriate action to
      prevent disclosure of the Records deemed confidential.

            (q) In the case of any Shelf Registration, the Company, if requested
      by any Holder of at least 10% of the aggregate principal amount of the
      outstanding Securities covered thereby, shall cause (i) its counsel to
      deliver an opinion and updates thereof relating to the Securities in
      customary form addressed to such Holders and the managing underwriters, if
      any, thereof and dated, in the case of the initial opinion, the effective
      date of such Shelf Registration Statement (it being agreed that the
      matters to be covered by such opinion shall include, without limitation,
      the due incorporation and good standing of the Company and the Company's
      U.S. Subsidiaries); the qualification of the Company and the Company's
      U.S. Subsidiaries to transact business as foreign corporations; the due
      authorization, execution and delivery of the relevant agreement of the
      type referred to in Section 3(o) hereof; the due authorization, execution,
      authentication and issuance, and the validity and enforceability, of the
      applicable Securities; the absence of material legal or governmental
      proceedings involving the Company and the Company's U.S. Subsidiaries; the
      absence of governmental approvals required to be obtained in connection
      with the Shelf Registration Statement, the offering and sale of the
      applicable Securities, or any agreement of the type referred to in Section
      3(o) hereof; the compliance as to form of such Shelf Registration
      Statement and any documents incorporated by reference therein and of the
      Indenture with the requirements of the Securities Act and the Trust
      Indenture Act, respectively; and, as of the date of the opinion and as of
      the effective date of the Shelf Registration Statement or most recent
      post-effective amendment thereto (or in the case of a Shelf Registration
      Statement where a new Annual Report on Form 10-K has been filed by the
      Company subsequent to the effective date of the Shelf Registration
      Statement or latest post-effective amendment thereto, as of the date of
      such Annual Report), as the case may be, the absence from such Shelf
      Registration Statement and the prospectus included therein, as then
      amended or supplemented, and from any documents incorporated by reference
      therein of an untrue statement of a material fact or the omission to state
      therein a material fact required to be stated therein or necessary to make
      the


                                    Page 11



      statements therein not misleading (in the case of any such documents, in
      the light of the circumstances existing at the time that such documents
      were filed with the Commission under the Exchange Act); (ii) its officers
      to execute and deliver all customary documents and certificates and
      updates thereof requested by any underwriters of the applicable Securities
      and (iii) its independent public accountants to provide to the selling
      Holders of the applicable Securities and any underwriter therefor a
      comfort letter in customary form and covering matters of the type
      customarily covered in comfort letters in connection with primary
      underwritten offerings, subject to receipt of appropriate documentation as
      contemplated, and only if permitted, by Statement of Auditing Standards
      No. 72.

            (r) In the case of the Registered Exchange Offer, if requested by
      the Initial Purchaser or any known Participating Broker-Dealer, the
      Company shall cause (i) its counsel to deliver to the Initial Purchaser or
      such Participating Broker-Dealer a signed opinion substantially in the
      form set forth in Exhibits A and C to the Purchase Agreement, modified as
      is customary in connection with the preparation of a Registration
      Statement and (ii) its independent public accountants to deliver to the
      Initial Purchaser or such Participating Broker-Dealer a comfort letter, in
      customary form, meeting the requirements as to the substance thereof as
      set forth in Section 6(a) of the Purchase Agreement, with appropriate date
      changes.

            (s) If a Registered Exchange Offer or a Private Exchange is to be
      consummated, upon delivery of the Initial Securities by Holders to the
      Company (or to such other Person as directed by the Company) in exchange
      for the Exchange Securities or the Private Exchange Securities, as the
      case may be, the Company shall mark, or caused to be marked, on the
      Initial Securities so exchanged that such Initial Securities are being
      canceled in exchange for the Exchange Securities or the Private Exchange
      Securities, as the case may be; in no event shall the Securities be marked
      as paid or otherwise satisfied.

            (t) If the Initial Securities have been rated prior to the initial
      sale of such Initial Securities, the Company will use its reasonable best
      efforts to confirm such ratings will apply to the Securities covered by a
      Registration Statement.

            (u) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "Rules") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Company will
      assist such broker-dealer in complying with the requirements of such
      Rules, including, without limitation, by (i) if such Rules, including Rule
      2720, shall so require, engaging a "qualified independent underwriter" (as
      defined in Rule 2720) to participate in the preparation of the
      Registration Statement relating to such Securities, to exercise usual
      standards of due diligence in respect thereto and, if any portion of the
      offering contemplated by such Registration Statement is an underwritten
      offering or is made through a placement or sales agent, to recommend the
      yield of such Securities, (ii) indemnifying any such qualified independent
      underwriter to the extent of the indemnification of underwriters


                                    Page 12



      provided in Section 5 hereof and (iii) providing such information to such
      broker-dealer as may be required in order for such broker-dealer to comply
      with the requirements of the Rules.

            (v) The Company shall use its reasonable best efforts to take all
      other steps necessary to effect the registration of the Securities covered
      by a Registration Statement contemplated hereby.

      4. REGISTRATION EXPENSES. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

                  (i) all registration and filing fees and expenses;

                  (ii) all fees and expenses of compliance with federal
            securities and state "blue sky" or securities laws;

                  (iii) all expenses of printing (including printing
            certificates for the Securities to be issued in the Registered
            Exchange Offer and the Private Exchange and printing of
            Prospectuses), messenger and delivery services and telephone;

                  (iv) all fees and disbursements of counsel for the Company;

                  (v) all application and filing fees in connection with listing
            the Exchange Securities on a national securities exchange or
            automated quotation system pursuant to the requirements hereof; and

                  (vi) all fees and disbursements of independent certified
            public accountants of the Company (including the expenses of any
            special audit and comfort letters required by or incident to such
            performance).

      The Company will bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and
the fees and expenses of any person, including special experts, retained by
the Company.

            (b) In connection with any Registration Statement required by this
      Agreement, the Company will reimburse the Initial Purchaser and the
      Holders of Transfer Restricted Securities who are tendering Initial
      Securities in the Registered Exchange Offer and/or selling or re-selling
      Securities pursuant to the "Plan of Distribution" contained in the
      Exchange Offer Registration Statement or the Shelf Registration Statement,
      as applicable, for the reasonable fees and disbursements (such fees and
      disbursements not to exceed $10,000) of not more than one counsel, who
      shall be Cahill Gordon & Reindel unless another firm shall be chosen by
      the Holders of a majority in principal amount of the Transfer Restricted
      Securities for whose benefit such Registration Statement is being
      prepared.


                                    Page 13



      5. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission (A) made
in a Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf Registration in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein or (B) resulting from the use of the prospectus during the
period when the use of the prospectus was suspended or otherwise unavailable for
sales thereunder in accordance with the terms of this Agreement; provided,
however, that Holders received at least 10 days prior written notice of such
suspension or other unavailability; and (ii) with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus relating to a Shelf Registration Statement, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Holder or Participating Broker-Dealer from whom the person asserting any such
losses, claims, damages or liabilities purchased the Securities concerned, to
the extent that a prospectus relating to such Securities was required to be
delivered by such Holder or Participating Broker-Dealer under the Securities Act
in connection with such purchase and any such loss, claim, damage or liability
of such Holder or Participating Broker-Dealer results from the fact that there
was not sent or given to such person, at or prior to the written confirmation of
the sale of such Securities to such person, a copy of the final prospectus if
the Company had previously furnished copies thereof to such Holder or
Participating Broker-Dealer; provided further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders.

            (b) Each Holder of the Securities, severally and not jointly, will
      indemnify and hold harmless the Company and each person, if any, who
      controls the Company within the meaning of the Securities Act or the
      Exchange Act from and against any losses, claims, damages or liabilities
      or any actions in respect thereof, to which the


                                    Page 14



      Company or any such controlling person may become subject under the
      Securities Act, the Exchange Act or otherwise, insofar as such losses,
      claims, damages, liabilities or actions arise out of or are based upon any
      untrue statement or alleged untrue statement of a material fact contained
      in a Registration Statement or prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus relating to a Shelf
      Registration, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact necessary to make the statements
      therein not misleading, but in each case only to the extent that the
      untrue statement or omission or alleged untrue statement or omission was
      made in reliance upon and in conformity with written information
      pertaining to such Holder and furnished to the Company by or on behalf of
      such Holder specifically for inclusion therein; and, subject to the
      limitation set forth immediately preceding this clause, shall reimburse,
      as incurred, the Company for any legal or other expenses reasonably
      incurred by the Company or any such controlling person in connection with
      investigating or defending any loss, claim, damage, liability or action in
      respect thereof. This indemnity agreement will be in addition to any
      liability which such Holder may otherwise have to the Company or any of
      its controlling persons.

            (c) Promptly after receipt by an indemnified party under this
      Section 5 of notice of the commencement of any action or proceeding
      (including a governmental investigation), such indemnified party will, if
      a claim in respect thereof is to be made against the indemnifying party
      under this Section 5, notify the indemnifying party of the commencement
      thereof; but the omission so to notify the indemnifying party will not, in
      any event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above. In case any such action is brought against any
      indemnified party, and it notifies the indemnifying party of the
      commencement thereof, the indemnifying party will be entitled to
      participate therein and, to the extent that it may wish, jointly with any
      other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party
      (who shall not, except with the consent of the indemnified party, be
      counsel to the indemnifying party), and after notice from the indemnifying
      party to such indemnified party of its election so to assume the defense
      thereof the indemnifying party will not be liable to such indemnified
      party under this Section 5 for any legal or other expenses, other than
      reasonable costs of investigation, subsequently incurred by such
      indemnified party in connection with the defense thereof. No indemnifying
      party shall, without the prior written consent of the indemnified party,
      effect any settlement of any pending or threatened action in respect of
      which any indemnified party is or could have been a party and indemnity
      could have been sought hereunder by such indemnified party unless such
      settlement includes an unconditional release of such indemnified party
      from all liability on any claims that are the subject matter of such
      action, and does not include a statement as to or an admission of fault,
      culpability or a failure to act by or on behalf of any indemnified party.

            (d) If the indemnification provided for in this Section 5 is
      unavailable or insufficient to hold harmless an indemnified party under
      subsections (a) or (b) above, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a
      result of the losses, claims, damages or liabilities (or actions in
      respect thereof) referred to in subsection (a) or (b) above (i) in such
      proportion as is


                                    Page 15



      appropriate to reflect the relative benefits received by the indemnifying
      party or parties on the one hand and the indemnified party on the other
      from the exchange of the Securities, pursuant to the Registered Exchange
      Offer, or (ii) if the allocation provided by the foregoing clause (i) is
      not permitted by applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits referred to in clause (i) above but
      also the relative fault of the indemnifying party or parties on the one
      hand and the indemnified party on the other in connection with the
      statements or omissions that resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof) as well as any other relevant
      equitable considerations. The relative fault of the parties shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      Company on the one hand or such Holder or such other indemnified party, as
      the case may be, on the other, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The amount paid by an indemnified party as a
      result of the losses, claims, damages or liabilities referred to in the
      first sentence of this subsection (d) shall be deemed to include any legal
      or other expenses reasonably incurred by such indemnified party in
      connection with investigating or defending any action or claim which is
      the subject of this subsection (d). Notwithstanding any other provision of
      this Section 5(d), the Holders of the Securities shall not be required to
      contribute any amount in excess of the amount by which the net proceeds
      received by such Holders from the sale of the Securities pursuant to a
      Registration Statement exceeds the amount of damages which such Holders
      have otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission. No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation. For purposes of this
      paragraph (d), each person, if any, who controls such indemnified party
      within the meaning of the Securities Act or the Exchange Act shall have
      the same rights to contribution as such indemnified party and each person,
      if any, who controls the Company within the meaning of the Securities Act
      or the Exchange Act shall have the same rights to contribution as the
      Company.

            (e) The agreements contained in this Section 5 shall survive the
      sale of the Securities pursuant to a Registration Statement and shall
      remain in full force and effect, regardless of any termination or
      cancellation of this Agreement or any investigation made by or on behalf
      of any indemnified party.

      6. ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES. (a) Additional
interest (the "Additional Interest") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

            (i) any Registration Statement required by this Agreement is not
      filed with the Commission on or prior to the applicable Filing Deadline;


                                    Page 16



            (ii) any Registration Statement required by this Agreement is not
      declared effective by the Commission on or prior to the applicable
      Effectiveness Deadline;

            (iii) the Registered Exchange Offer has not been consummated on or
      prior to the Consummation Deadline; or

            (iv) any Registration Statement required by this Agreement has been
      declared effective by the Commission but (A) such Registration Statement
      thereafter ceases to be effective or (B) such Registration Statement or
      the related prospectus ceases to be usable in connection with resales of
      Transfer Restricted Securities during the periods specified herein because
      either (1) any event occurs as a result of which the related prospectus
      forming part of such Registration Statement would include any untrue
      statement of a material fact or omit to state any material fact necessary
      to make the statements therein in the light of the circumstances under
      which they were made not misleading, or (2) it shall be necessary to amend
      such Registration Statement or supplement the related prospectus, to
      comply with the Securities Act or the Exchange Act or the respective rules
      thereunder.

      Each of the foregoing will constitute a Registration Default whatever
the reason for any such event and whether it is voluntary or involuntary or
is beyond the control of the Company or pursuant to operation of law or as a
result of any action or inaction by the Commission.

      Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date
on which any such Registration Default shall occur to but excluding the date
on which all such Registration Defaults have been cured, at a rate of 0.50%
per annum (the "Additional Interest Rate") for the first 90-day period
immediately following the occurrence of such Registration Default.  The
Additional Interest Rate shall increase by an additional 0.50% per annum with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum Additional Interest Rate of 2.0% per annum.

            (b) A Registration Default referred to in Section 6(a)(iv) hereof
      shall be deemed not to have occurred and be continuing in relation to a
      Shelf Registration Statement or the related prospectus if (i) such
      Registration Default has occurred solely as a result of (x) the filing of
      a post-effective amendment to such Shelf Registration Statement to
      incorporate annual audited financial information with respect to the
      Company where such post-effective amendment is not yet effective and needs
      to be declared effective to permit Holders to use the related prospectus
      or (y) other material events, with respect to the Company that would need
      to be described in such Shelf Registration Statement or the related
      prospectus and (ii) in the case of clause (y), the Company is proceeding
      promptly and in good faith to amend or supplement such Shelf Registration
      Statement and related prospectus to describe such events; provided,
      however, that in any case if such Registration Default occurs for a
      continuous period in excess of 30 days, Additional Interest shall be
      payable in accordance with the above


                                    Page 17



      paragraph from the day such Registration Default occurs until such
      Registration Default is cured.

            (c) Any amounts of Additional Interest due pursuant to Section 6(a)
      will be payable in cash or as PIK Interest (as defined in the Indenture)
      on the regular interest payment dates with respect to the Securities. The
      amount of Additional Interest will be determined by multiplying the
      applicable Additional Interest Rate by the principal amount of the
      Securities and further multiplied by a fraction, the numerator of which is
      the number of days such Additional Interest Rate was applicable during
      such period (determined on the basis of a 360-day year comprised of twelve
      30-day months), and the denominator of which is 360.

            (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i)
      the date on which such Security has been exchanged by a person other than
      a broker-dealer for a freely transferable Exchange Security in the
      Registered Exchange Offer, (ii) following the exchange by a broker-dealer
      in the Registered Exchange Offer of a Security for an Exchange Note, the
      date on which such Exchange Note is sold to a purchaser who receives from
      such broker-dealer on or prior to the date of such sale a copy of the
      prospectus contained in the Exchange Offer Registration Statement, (iii)
      the date on which such Security has been effectively registered under the
      Securities Act and disposed of in accordance with the Shelf Registration
      Statement or (iv) the date on which such Security is distributed to the
      public pursuant to Rule 144 under the Securities Act or is saleable
      pursuant to Rule 144(k) under the Securities Act.

      7. RULES 144 AND 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Securities, make publicly
available other information so long as necessary to permit sales of their
Securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchaser upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any
of its Securities pursuant to the Exchange Act.

      8. UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering and shall be reasonably
acceptable to the Company.


                                    Page 18



      No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

      9. MISCELLANEOUS.

            (a) REMEDIES. The Company acknowledges and agrees that any failure
      by the Company to comply with its obligations under Section 1 and 2 hereof
      may result in material irreparable injury to the Initial Purchaser or the
      Holders for which there is no adequate remedy at law, that it will not be
      possible to measure damages for such injuries precisely and that, in the
      event of any such failure, the Initial Purchaser or any Holder may obtain
      such relief as may be required to specifically enforce the Company's
      obligations under Sections 1 and 2 hereof. The Company further agrees to
      waive the defense in any action for specific performance that a remedy at
      law would be adequate.

            (b) NO INCONSISTENT AGREEMENTS. The Company will not on or after the
      date of this Agreement enter into any agreement with respect to its
      securities that is inconsistent with the rights granted to the Holders in
      this Agreement or otherwise conflicts with the provisions hereof. The
      rights granted to the Holders hereunder do not in any way conflict with
      and are not inconsistent with the rights granted to the holders of the
      Company's securities under any agreement in effect on the date hereof.

            (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not
      be amended, modified or supplemented, and waivers or consents to
      departures from the provisions hereof may not be given, except by the
      Company and the written consent of the Holders of a majority in principal
      amount of the Securities affected by such amendment, modification,
      supplement, waiver or consents.

            (d) NOTICES. All notices and other communications provided for or
      permitted hereunder shall be made in writing by hand delivery, first-class
      mail, facsimile transmission, or air courier which guarantees overnight
      delivery:

                  (1) if to a Holder of the Securities, at the most current
            address given by such Holder to the Company.

                  (2) if to the Initial Purchaser;

                      Credit Suisse First Boston Corporation
                      Eleven Madison Avenue
                      New York, New York  10010-3629
                      Fax No.:  (212) 325-8278
                      Attention:  Transactions Advisory Group


                                    Page 19



            with a copy to:

                      Cravath, Swaine & Moore
                      Worldwide Plaza
                      825 Eighth Avenue
                      New York, New York  10019
                      Fax No.: (212) 474-3700
                      Attention:  Stephen L. Burns, Esq.

            with a copy to:

                      Cahill Gordon & Reindel
                      80 Pine Street
                      New York, New York  10005
                      Fax No.:  (212) 269-5420
                      Attention:  John Schuster, Esq.

(3)   if to the Company, at its address as follows:

                      CBRE Holding, Inc.
                      505 Montgomery Street, Suite 600
                      San Francisco, California  94111
                      Fax No.:  (415) 733-5555
                      Attention:  Walt Stafford, Esq.

            with a copy to:

                      Simpson Thacher & Bartlett
                      3330 Hillview Avenue
                      Palo Alto, California 94304
                      Fax No.:  (650) 251-5002
                      Attention:  Richard Capelouto, Esq.

      All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient's facsimile machine operator, if
sent by facsimile transmission; and on the day delivered, if sent by
overnight air courier guaranteeing next day delivery.

            (e) THIRD PARTY BENEFICIARIES. The Holders shall be third party
      beneficiaries to the agreements made hereunder between the Company, on the
      one hand, and the Initial Purchaser, on the other hand, and shall have the
      right to enforce such agreements directly to the extent they may deem such
      enforcement necessary or advisable to protect their rights or the rights
      of Holders hereunder.

            (f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
      Company, the Initial Purchaser and their successors and assigns.


                                    Page 20



            (g) COUNTERPARTS. This Agreement may be executed in any number of
      counterparts and by the parties hereto in separate counterparts, each of
      which when so executed shall be deemed to be an original and all of which
      taken together shall constitute one and the same agreement.

            (h) HEADINGS. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            (j) SEVERABILITY. If any one or more of the provisions contained
      herein, or the application thereof in any circumstance, is held invalid,
      illegal or unenforceable, the validity, legality and enforceability of any
      such provision in every other respect and of the remaining provisions
      contained herein shall not be affected or impaired thereby.

            (k) SECURITIES HELD BY THE COMPANY. Whenever the consent or approval
      of Holders of a specified percentage of principal amount of Securities is
      required hereunder, Securities held by the Company or its affiliates
      (other than subsequent Holders of Securities if such subsequent Holders
      are deemed to be affiliates solely by reason of their holdings of such
      Securities) shall not be counted in determining whether such consent or
      approval was given by the Holders of such required percentage.


                                    Page 21



      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement of the Initial Purchaser and the Company in accordance with its
terms.

                                          Very truly yours,

                                          CBRE HOLDING, INC.

                                          By:   /s/ Walter V. Stafford
                                                ------------------------
                                                Name: Walter V. Stafford
                                                Title: Secretary

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION



By:   /s/ Malcolm Price
      ------------------------
      Name: Malcolm Price
      Title:  Managing Director


                                    Page 22



                                                                       ANNEX A

      Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities.  The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.  This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other
trading activities.  The Company has agreed that, for a period of 180 days
after the Expiration Date (as defined herein), it will make this Prospectus
available to any broker-dealer for use in connection with any such resale.
See "Plan of Distribution."


                                     Page 1



                                                                       ANNEX B

      Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities
were acquired by such broker-dealer as a result of market-making activities
or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities.  See
"Plan of Distribution."


                                     Page 2



                                                                       ANNEX C

                             PLAN OF DISTRIBUTION

      Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities.  This
Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities
were acquired as a result of market-making activities or other trading
activities.  The Company has agreed that, for a period of 180 days after the
Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale.
In addition, until [         ], all dealers effecting transactions in the
Exchange Securities may be required to deliver a prospectus. (1)

      The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers.  Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices.  Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities.  Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to
the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities
Act.  The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

      For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such
documents in the Letter of Transmittal.  The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one
counsel for the Holders of the Securities) other than commissions or
concessions of any brokers or dealers and will indemnify the Holders of the
Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.

----------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus

                                     Page 3



                                                                       ANNEX D

      [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.

      Name:
                  ------------------------------------------

      Address:
                  ------------------------------------------

      If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution
of Exchange Securities.  If the undersigned is a broker-dealer that will
receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus
in connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

EX-19

                                                              Exhibit 19

==============================================================================




                           ANTI-DILUTION AGREEMENT

                                   between

                              CBRE HOLDING, INC.

                                     and

                    CREDIT SUISSE FIRST BOSTON CORPORATION

                          Dated as of July 20, 2001




==============================================================================



                               TABLE OF CONTENTS(1)

                                                                          PAGE


SECTION 1.        Authorization of Shares....................................1
SECTION 2.        Payment of Taxes...........................................1
SECTION 3.        Obtaining Stock Exchange Listings..........................1
SECTION 4.        Adjustment of Number of Shares.............................1
SECTION 5.        Fractional Interests.......................................7
SECTION 6.        Adjustment Right Notices to Holders........................8
SECTION 7.        Notices to Company and Holders.............................8
SECTION 8.        Supplements and Amendments.................................8
SECTION 9.        Successors.................................................8
SECTION 10.       Termination................................................8
SECTION 11.       Governing Law..............................................9
SECTION 12.       Benefits of this Agreement.................................9
SECTION 13.       Counterparts...............................................9

----------
(1)   This Table of Contents does not constitute a part of this Agreement
      or have any bearing upon the interpretation of any of its terms or
      provisions.


            ANTI-DILUTION AGREEMENT (the "Anti-Dilution Agreement" or this
"Agreement") dated as of July 20, 2001 (the "Issue Date") by and between CBRE
Holding, Inc., a Delaware corporation (the "Company"), and Credit Suisse
First Boston Corporation (together with their successors and assigns, the
"Holders").

            Terms defined in the Purchase Agreement (the "Purchase
Agreement") dated June 29, 2001 between the Company and Credit Suisse First
Boston Corporation (the "Purchaser") unless defined herein are used as
therein defined.

            WHEREAS, pursuant to the Purchase Agreement and the Commitment
Letter (as described in the Purchase Agreement) the Company proposes to issue
shares of Class A common stock (the "Class A Common Stock") representing
2.867% of the fully diluted common equity of the Company (which is the sum of
(i) the total number of shares of common stock of the Company of any class or
series (the "Common Stock) and (ii) the total number of shares of Common
Stock into which securities of the Company are convertible or for which
securities of the Company are exercisable and outstanding on the Issue Date),
in connection with a private placement of the Company's 16% Senior Notes Due
July 20, 2011;

            NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereto agree as follows:

            SECTION 1. AUTHORIZATION OF SHARES. The Company covenants that all
shares of Common Stock issued and paid for as provided in the Purchase Agreement
(together with any shares of Common Stock issued upon exercise of the Adjustment
Right provided in this Agreement, the "SHARES") will, upon issue, be fully paid,
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests with respect to the issue thereof.

            SECTION 2. PAYMENT OF TAXES. The Company will pay all documentary
stamp taxes attributable to the initial issuance of Shares.

            SECTION 3. OBTAINING STOCK EXCHANGE LISTINGS. The Company will from
time to time take all action which may be necessary so that the Shares will be
listed on the principal securities exchanges and markets (including any
automated quotation market) within the United States of America, if any, on
which other shares of Common Stock are then listed.

            SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. In the event an
adjustment is required under the terms of this Section 4, each Holder of Shares
shall have the right (the "Adjustment Right") to purchase, at a price equal to
their par value, any or all of that number of shares of Class A Common Stock
determined pursuant to the formulas set out in this Section 4. For purposes of
this Section 4 only, "Common Stock" means shares now or hereafter authorized of
any class of Common Stock and any other stock of the Company, however
designated, that has the right (subject to any prior rights of any class or
series of preferred stock) to participate in any distribution of the assets or
earnings of the Company without preference or limit as to per share amount. Any
securities acquired by a Holder of Shares pursuant to the adjustment provisions
set forth below shall constitute Shares for all purposes of this Agreement
(including, without limitation, this Section 4). For all purposes of this
Agreement, shares of Class A Common Stock and shares of Class B Common Stock
shall be deemed to have the same value.





            (a) ADJUSTMENT FOR COMMON STOCK ISSUE.

            If the Company issues shares of Common Stock for a consideration
per share less than the current market price per share on the date the
Company fixes the offering price of such additional shares, the number of
Shares held by a Holder of Shares upon exercise in full of such Holder's
Adjustment Right shall be determined in accordance with the following formula:

                                    N' = N  x   A
                                              -----
                                             O + P
                                                 -
                                                 M

where:

      N' =  the adjusted number of Shares which would be held by such Holder
            upon exercise in full of such Holder's Adjustment Right.

      N =   the then current number of Shares held by such Holder.

      O =   the number of shares of Common Stock outstanding on a fully
            diluted basis immediately prior to the issuance of such
            additional shares.

      P =   the aggregate consideration received for the issuance of such
            additional shares.

      M =   the current market price per share of Common Stock on the date of
            sale of such additional shares.

      A =   the number of shares of Common Stock outstanding on a fully
            diluted basis immediately prior to the issuance of such
            additional shares, plus the number of shares issued in connection
            with such issuance.

            The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

            This subsection (a) does not apply to:

            (1) the conversion or exchange of options, warrants or other
      securities convertible or exchangeable for Common Stock,

            (2) Common Stock issued to shareholders of any person which merges
      into the Company, or with a subsidiary of the Company, in connection with
      the acquisition of such person or otherwise issued in consideration of the
      Company's or any of its subsidiaries' acquisition of another person or
      business,

            (3) Common Stock issued in a bona fide public offering pursuant to a
      firm commitment underwriting,

            (4) Common Stock issued to the Holders,


                                        -2-



            (5) Common Stock issued pursuant to employee stock purchase programs
      meeting the requirements of ss. 423 of the Internal Revenue Code of 1986,
      as amended, and

            (6) Common Stock issued to all holders of Common Stock in connection
      with any stock split, stock dividend or other recapitalization of the
      Company.

            (b) ADJUSTMENT FOR CONVERTIBLE SECURITIES ISSUE.
                -------------------------------------------

            If the Company issues any options, warrants or other securities
convertible into or exchangeable for Common Stock (including stock fund units
issued under employee plans of the Company or any of its subsidiaries) for a
consideration per share of Common Stock initially deliverable upon conversion
or exchange of such securities less than the current market price per share
on the date of issuance of such securities, the number of Shares held by a
Holder of Shares upon exercise in full of such Holder's Adjustment Right
shall be determined in accordance with the following formula:

                                    N' = N  x    O + D
                                               ---------
                                                 O + P
                                                    ----
                                                    M x C

where:

      N' =  the adjusted number of Shares which would be held by such Holder
            upon exercise in full of such Holder's Adjustment Right.

      N =   the then current number of Shares held by such Holder.

      O =   the number of shares of Common Stock outstanding on a fully
            diluted basis immediately prior to the issuance of such
            securities.

      P =   the aggregate consideration received for the issuance of such
            securities.

      M =   the current market price per share of Common Stock on the date of
            sale of such securities.

      D =   the maximum number of shares of Common Stock deliverable upon
            conversion or in exchange for such securities at the initial
            conversion or exchange rate.

      C =   the maximum number of shares of Common Stock into which one share
            of each such security is convertible into.

            The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

            If all of the Common Stock deliverable upon conversion, exercise
or exchange of such securities have not been issued when such securities are
no longer outstanding, then the number of shares issuable upon exercise of
future Adjustment Rights shall be reduced, pro rata


                                     -3-



for all the Holders, in an amount equal to the difference between (x) the number
of Shares issuable upon exercise of the Adjustment Right resulting from the
issuance of such options, warrants or other convertible or exchangeable
securities and (y) the number of Shares which would then be issuable had the
adjustment upon the issuance of such options, warrants or other convertible or
exchangeable securities been made on the basis of the actual number of shares of
Common Stock issued upon conversion, exercise or exchange of such securities.

            This subsection (b) does not apply to:

            (1) convertible securities issued to shareholders of any person
      which merges into the Company, or with a subsidiary of the Company, in
      connection with the acquisition of such person or otherwise issued in
      consideration of the Company's or any of its subsidiaries' acquisition of
      another person or business,

            (2) convertible securities issued in a bona fide public offering
      pursuant to a firm commitment underwriting,

            (3) convertible securities issued to the Holders, and

            (4) convertible securities issued to all holders of Common Stock in
      connection with any stock split, stock dividend or other recapitalization
      of the Company.

            (c) Current Market Price.

            In subsections (a) and (b) of this Section 4, the current market
price per share of Common Stock on any date is the average of the Quoted
Prices of the Common Stock for 30 consecutive trading days commencing 45
trading days before the date in question.  The "Quoted Price" of the Common
Stock is the last reported sales price of the Common Stock on a securities
exchange if the Common Stock is then listed on a securities exchange, which
shall be for consolidated trading if applicable to such exchange, the last
reported sales price of the Common Stock as reported by Nasdaq, National
Market System or, if neither so reported or listed, the last reported bid
price of the Common Stock.  In the absence of one or more such quotations,
the Board of Directors of the Company shall determine the current market
price (i) based on the most recently completed arm's-length transaction
between the Company and a person other than an Affiliate of the Company and
the closing of which occurs on such date or shall have occurred within the
six months preceding such date; PROVIDED, HOWEVER, that the issuance and sale
of the Shares at an implied price of $16.0 per share pursuant to the Purchase
Agreement shall be deemed to have been an arm's-length transaction between
the Company and a person other than an Affiliate of the Company, (ii) if no
such transaction shall have occurred on such date or within such six-month
period, the value of the security most recently determined as of a date
within the six months preceding such date by Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., or another nationally recognized investment banking
firm or appraisal firm which is not an Affiliate of the Company (an
"Independent Financial Advisor") or (iii) if neither clause (i) nor (ii) is
applicable, the value of the security determined as of such date by an
Independent Financial Advisor.  For purposes of stock options, the current
market price per share of any class of Common Stock issuable upon exercise of
such options shall be determined (x) prior to the first bona fide public
offering of Common Stock, by the board of directors of the Company in good


                                     -4-



faith and (y) after the first bona fide public offering of Common Stock, by
reference to the Quoted Price of Common Stock on the trading day immediately
preceding the date of grant or issuance of such option.

            (d) CONSIDERATION RECEIVED.

            For purposes of any computation respecting consideration received
pursuant to subsections (a) and (b) of this Section 4, the following shall
apply:

            (1) in the case of the issuance of shares of Common Stock for cash,
      the consideration shall be the amount of such cash, PROVIDED, HOWEVER,
      that in no case shall any deduction be made for any commissions, discounts
      or other expenses incurred by the Company for any underwriting of the
      issue or otherwise in connection therewith;

            (2) in the case of the issuance of shares of Common Stock for a
      consideration in whole or in part other than cash, the consideration other
      than cash shall be deemed to be the fair market value thereof as
      determined in good faith by the Board of Directors (irrespective of the
      accounting treatment thereof), whose determination shall be described in a
      resolution of the Board of Directors; and

            (3) in the case of the issuance of options, warrants or other
      securities convertible into or exchangeable for shares, the aggregate
      consideration received therefor shall be deemed to be the consideration
      received by the Company for the issuance of such securities plus the
      additional minimum consideration, if any, to be received by the Company
      upon the exercise or conversion or exchange thereof (the consideration in
      each case to be determined in the same manner as provided in clauses (1)
      and (2) of this subsection).

            (e) If CB Richard Ellis Services, Inc. issues any shares of capital
stock upon the exercise of stock options outstanding on the Issue Date (other
than shares of capital stock issued to the Company or any of its wholly-owned
Restricted Subsidiaries (as defined in the indenture governing the 16% senior
notes Due July 20, 2011 of the Company issued in connection with the Shares)),
the number of Shares held by a Holder of Shares upon exercise in full of such
Holder's Adjustment Right shall be determined in accordance with the following
formula:

                                    N' = N  x    100
                                               -------
                                                100-A

where:

      N' =  the adjusted number of Shares which would be held by such Holder
            upon exercise in full of such Holder's Adjustment Right.

      N =   the then current number of Shares held by such Holder.

      A =   the percentage of the total capital stock of CB Richard Ellis
            Services, Inc. issued to persons or entities other than the
            Company or a wholly-owned Restricted


                                     -5-



            Subsidiary of the Company upon the exercise of such stock options
            outstanding on the Issue Date.

            The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance.

            (f) WHEN DE MINIMIS ADJUSTMENT MAY BE DEFERRED.

            No adjustment in the number of Shares need be made unless the
adjustment would require an increase or decrease of at least 1% in the number of
Shares held by each Holder. Any adjustments that are not made shall be carried
forward and taken into account in any subsequent adjustment.

            All calculations under this Section shall be made to the nearest
1/100th of a share.

            (g) NOTICE OF ADJUSTMENT.

            Whenever the number of Shares may be adjusted, the Company shall
provide notice to the Holder as set forth in Section 6 hereof.

            (h) NO DILUTION OR IMPAIRMENT.

            If any event shall occur as to which the provisions of this Section
4 are not strictly applicable but the failure to make any adjustment would
adversely affect the Adjustment Rights represented by the Shares in accordance
with the essential intent and principles of this Section, then, in each such
case, the Company shall appoint an investment banking firm of recognized
national standing, or any other financial expert that does not (or whose
directors, officers, employees, affiliates or stockholders do not) have a direct
or material indirect financial interest in the Company or any of its
subsidiaries, who has not been, and, at the time it is called upon to give
independent financial advice to the Company, is not (and none of its directors,
officers, employees, affiliates or stockholders are) a promoter, director or
officer of the Company or any of its subsidiaries, which shall give their
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 4, necessary to preserve,
without dilution, the rights of the Holders of the Shares. Upon receipt of such
opinion, the Company will promptly mail a copy thereof to the Holders of the
Shares and shall make the adjustments described therein.

            The Company will not, by amendment of its certificate of
incorporation or through any consolidation, merger, reorganization, transfer of
assets, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Agreement, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holders of the Shares under
this Agreement. Without limiting the generality of the foregoing, the Company
(1) will take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock from time to time outstanding and (2) will not take any action
which results in any adjustment of the number of Shares if the total number of
Shares issuable after the action, would exceed the total number of Shares or
shares of Common Stock, as the case may be,


                                      -6-



then authorized by the Company's certificate of incorporation and available for
the purposes of issue.

            (i) REORGANIZATION OF COMPANY.

            If the Company consolidates or merges with or into, or transfers or
leases all or substantially all its assets to, any person, and in connection
with such transaction the Holders receive common stock of another entity or
options, warrants or other securities convertible into or exchangeable for
common stock of another entity, then upon consummation of such transaction the
Adjustment Right shall automatically become applicable to the common stock of
such other entity. Concurrently with the consummation of such transaction, the
corporation formed by or surviving any such consolidation or merger if other
than the Company, or the person to which such sale or conveyance shall have been
made, shall enter into a supplemental Agreement so providing and further
providing for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in this Agreement. The successor
company shall mail to Holders of Shares a notice describing the supplemental
Agreement.

            If the issuer of securities deliverable upon exercise of Adjustment
Rights under the supplemental Agreement is an affiliate of the formed,
surviving, transferee or lessee corporation, that issuer shall join in the
supplemental Agreement.

            If this subsection (i) applies, subsections (a) and (b) of this
Section 4 do not apply.

            (j) EXERCISE OF ADJUSTMENT RIGHT.

            In the event that a Holder of Shares is granted an Adjustment Right
pursuant to this Section 4, such Holder shall have 30 days from the later of the
date of any action requiring an adjustment and the date notice of such action is
provided pursuant to Section 6 hereof to exercise such Adjustment Right. Any
Adjustment Right may be exercised by delivery of a written notice to the
Company, together with a certified check payable to the order of the Company in
an amount equal to the aggregate par value of the additional Shares to be issued
to such Holder pursuant to its exercise of the Adjustment Right. Such notice
shall contain customary private placement representations and warranties in form
reasonably satisfactory to the Company. Upon delivery of such Notice and such
payment, the Company shall promptly cause the additional Shares to be issued and
delivered to such Holder or to another person or address specified in writing by
such Holder.

            SECTION 5. FRACTIONAL INTERESTS. Any Adjustment Rights may be
exercised in full or in part; PROVIDED, HOWEVER, that the Company shall not be
required to issue fractional Shares on the exercise of Adjustment Rights. If
more than one Adjustment Right shall be exercised at the same time by the same
Holder, the number of full Shares which shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of Shares
purchasable on exercise of the Adjustment Rights so requested to be exercised.
If any fraction of a Share would, except for the provisions of this Section 5,
be issuable on the exercise of any Adjustment Rights (or specified portion
thereof), the Company shall pay an amount in cash equal to the product of (i)
such fraction of an Adjustment Right Share and (ii) the current market price of
a share of Common Stock.


                                     -7-



            SECTION 6. ADJUSTMENT RIGHT NOTICES TO HOLDERS. Upon any event which
may require adjustment of the number of Shares pursuant to Section 4, the
Company shall promptly thereafter (i) obtain a certificate which includes the
report of a firm of independent public accountants of recognized standing
selected by the Board of Directors of the Company (who may be the regular
auditors of the Company) setting forth the number of shares of Class A Common
Stock issuable upon exercise of the Adjustment Right in respect of each Share
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculations are based, which certificate shall be conclusive
evidence of the correctness of the matters set forth therein, and (ii) cause to
be given to each of the registered Holders of the Shares at his or her address
appearing on the share register written notice of such adjustments by
first-class mail, postage prepaid, together with a copy of the certificate
described in clause (i) above.

            SECTION 7. NOTICES TO COMPANY AND HOLDERS. Any notice or demand
authorized by this Agreement to be given or made by the registered holder of any
Share to or on the Company shall be sufficiently given or made when and if
deposited in the mail, first class or registered, postage prepaid, addressed to
the office of the Company expressly designated by the Company at its office for
purposes of this Agreement (until the Holders are otherwise notified in
accordance with this Section by the Company), as follows:

                  CBRE Holding Inc.
                  909 Montgomery Street
                  San Francisco, CA  94133
                  Facsimile:  415-434-3130
                  Attention:  Chief Financial Officer

            Any notice pursuant to this Agreement to be given by the Company to
the registered holder(s) of any Share shall be sufficiently given when and if
deposited in the mail, first class or registered, postage prepaid, addressed
(until the Company is otherwise notified in accordance with this Section by such
holder) to such holder at the address appearing on the share register of the
Company.

            SECTION 8. SUPPLEMENTS AND AMENDMENTS. The Company may from time to
time supplement or amend this Agreement with the written consent of Holders of a
majority of the then outstanding Shares.

            SECTION 9. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company and the Holders shall bind and
inure to the benefit of their respective successors and assigns hereunder.

            SECTION 10. TERMINATION. This Agreement shall terminate on July 20,
2011 and, with respect to any Share, shall terminate at such time as such Share
has been transferred pursuant to a registration statement filed with the
Securities and Exchange Commission or pursuant to Rule 144 (or any successor
provision) of the Securities Act of 1933, as amended (at which time such share
of Common Stock shall cease to be a "Share" under this Agreement).


                                       -8-



            SECTION 11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            SECTION 12. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company
and the registered holders of the Shares any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company and the registered holders of the Shares.
Nothing herein shall prohibit or limit the Company from entering into an
agreement providing holders of securities which may hereafter be issued by the
Company with such registration rights exercisable at such time or times and in
such manner as the Board of Directors shall deem in the best interests of the
Company so long as the performance by the Company of its obligations under such
other agreement will not cause the Company to breach its obligations hereunder
to the Holders.

            SECTION 13. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                                    CBRE HOLDING, INC.



                                    By:   /s/ Waler V. Stafford
                                          ------------------------------
                                          Name: Waler V. Stafford
                                          Title: Secretary


                                    CREDIT SUISSE FIRST BOSTON CORPORATION



                                    By:   /s/ Malcolm Price
                                          ------------------------------
                                          Name: Malcolm Price
                                          Title: Managing Director


                                       -9-

EX-20

                                                              Exhibit 20




--------------------------------------------------------------------------------

                               CBRE Holding, Inc.

                                     Issuer

                       16% Senior Notes Due July 20, 2011

                               -------------------

                                    INDENTURE

                            Dated as of July 20, 2001

                               -------------------

                       State Street Bank and Trust Company

                               of California, N.A.

                                     Trustee

--------------------------------------------------------------------------------


                                       1





                              CROSS-REFERENCE TABLE

                                                                
TIA                                                                Indenture
SECTION                                                             SECTION
-------                                                             -------
310(a)(1).........................................................     7.10
   (a)(2).........................................................     7.10
   (a)(3).........................................................     N.A.
   (a)(4).........................................................     N.A.
   (b)............................................................     7.8; 7.10
   (c)............................................................     N.A.
311(a)............................................................     7.11
   (b)............................................................     7.11
   (c)............................................................     N.A.
312(a)............................................................     2.5
   (b)............................................................     10.3
   (c)............................................................     10.3
313(a)............................................................     7.6
   (b)(1).........................................................     N.A.
   (b)(2).........................................................     7.6
   (c)............................................................     11.2
   (d)............................................................     7.6
314(a)............................................................     4.2; 10.2
   (b)............................................................     N.A.
   (c)(1).........................................................     10.4
   (c)(2).........................................................     10.4
   (c)(3).........................................................     N.A.
   (d)............................................................     N.A.
   (e)............................................................     10.5
   (f)............................................................     N.A.
315(a)............................................................     7.1
   (b)............................................................     7.5; 10.2
   (c)............................................................     7.1
   (d)............................................................     7.1
   (e)............................................................     6.11
316(a)(last sentence).............................................     10.6
   (a)(1)(A)......................................................     6.5
   (a)(1)(B)......................................................     6.4
   (a)(2).........................................................     N.A.
   (b)............................................................     6.7
317(a)(1).........................................................     6.8
   (a)(2).........................................................     6.9
   (b)............................................................     2.4
318(a)............................................................     10.1
N.A. means Not Applicable
Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be
       part of the Indenture.




                                       1




                                TABLE OF CONTENTS

                                                                           PAGE

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

 SECTION 1.1       Definitions.................................................1

 SECTION 1.2       Other Definitions..........................................27

 SECTION 1.3       Incorporation by Reference of Trust Indenture Act..........27

 SECTION 1.4       Rules of Construction......................................28


                                    ARTICLE 2

                                 The Securities

 SECTION 2.1       Form and Dating............................................28

 SECTION 2.2       Execution and Authentication...............................28

 SECTION 2.3       Registrar and Paying Agent.................................29

 SECTION 2.4       Paying Agent To Hold Money in Trust........................29

 SECTION 2.5       Securityholder Lists.......................................29

 SECTION 2.6       Transfer and Exchange......................................30

 SECTION 2.7       Replacement Securities.....................................30

 SECTION 2.8       Outstanding Securities.....................................30

 SECTION 2.9       Temporary Securities.......................................30

 SECTION 2.10      Cancellation...............................................31

 SECTION 2.11      Defaulted Interest.........................................31

 SECTION 2.12      CUSIP Numbers..............................................31

 SECTION 2.13      Issuance of Additional Securities..........................31


                                    ARTICLE 3

                                   Redemption

 SECTION 3.1       Notices to Trustee.........................................32

 SECTION 3.2       Selection of Securities To Be Redeemed.....................32

 SECTION 3.3       Notice of Redemption.......................................33

 SECTION 3.4       Effect of Notice of Redemption.............................33

 SECTION 3.5       Deposit of Redemption Price................................34

 SECTION 3.6       Securities Redeemed in Part................................34


                                       -i-


                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE

                                    ARTICLE 4

                                    Covenants

 SECTION 4.1       Payment of Securities......................................34

 SECTION 4.2       SEC Reports................................................34

 SECTION 4.3       Limitation on Indebtedness.................................35

 SECTION 4.4       Limitation on Restricted Payments..........................38

 SECTION 4.5       Limitation on Restrictions on Distributions from Restricted
                   Subsidiaries...............................................40

 SECTION 4.6       Limitation on Sales of Assets and Subsidiary Stock.........42

 SECTION 4.7       Limitation on Affiliate Transactions.......................45

 SECTION 4.8       Limitation on the Sale or Issuance of Capital Stock of
                   Restricted Subsidiaries....................................46

 SECTION 4.9       Change of Control..........................................46

 SECTION 4.10      Limitation on Liens........................................47

 SECTION 4.11      Conduct of Business........................................48

 SECTION 4.12      Compliance Certificate.....................................48

 SECTION 4.13      Payment of Additional Interest.............................48

 SECTION 4.14      Further Instruments and Acts...............................48


                                    ARTICLE 5

                            Merger and Consolidation

 SECTION 5.1       When Company May Merge or Transfer Assets..................49


                                    ARTICLE 6

                              Defaults and Remedies

 SECTION 6.1       Events of Default..........................................50

 SECTION 6.2       Acceleration...............................................51

 SECTION 6.3       Other Remedies.............................................52

 SECTION 6.4       Waiver of Past Defaults....................................52

 SECTION 6.5       Control by Majority........................................52

 SECTION 6.6       Limitation on Suits........................................52


                                       -ii-



                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE

 SECTION 6.7       Rights of Holders to Receive Payment.......................53

 SECTION 6.8       Collection Suit by Trustee.................................53

 SECTION 6.9       Trustee May File Proofs of Claim...........................53

 SECTION 6.10      Priorities.................................................53

 SECTION 6.11      Undertaking for Costs......................................54

 SECTION 6.12      Waiver of Stay or Extension Laws...........................54


                                    ARTICLE 7

                                     Trustee

 SECTION 7.1       Duties of Trustee..........................................54

 SECTION 7.2       Rights of Trustee..........................................55

 SECTION 7.3       Individual Rights of Trustee...............................56

 SECTION 7.4       Trustee's Disclaimer.......................................56

 SECTION 7.5       Notice of Defaults.........................................56

 SECTION 7.6       Reports by Trustee to Holders..............................56

 SECTION 7.7       Compensation and Indemnity.................................56

 SECTION 7.8       Replacement of Trustee.....................................57

 SECTION 7.9       Successor Trustee by Merger................................58

 SECTION 7.10      Eligibility; Disqualification..............................58

 SECTION 7.11      Preferential Collection of Claims Against Company..........58


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

 SECTION 8.1       Discharge of Liability on Securities; Defeasance...........58

 SECTION 8.2       Conditions to Defeasance...................................59

 SECTION 8.3       Application of Trust Money.................................60

 SECTION 8.4       Repayment to Company.......................................60

 SECTION 8.5       Indemnity for Government Obligations.......................60

 SECTION 8.6       Reinstatement..............................................60


                                       -iii-



                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                            PAGE


                                    ARTICLE 9

                                   Amendments

 SECTION 9.1       Without Consent of Holders.................................61

 SECTION 9.2       With Consent of Holders....................................61

 SECTION 9.3       Compliance with Trust Indenture Act........................62

 SECTION 9.4       Revocation and Effect of Consents and Waivers..............62

 SECTION 9.5       Notation on or Exchange of Securities......................63

 SECTION 9.6       Trustee To Sign Amendments.................................63

 SECTION 9.7       Payment for Consent........................................63


                                   ARTICLE 10

                                  Miscellaneous

 SECTION 10.1      Trust Indenture Act Controls...............................63

 SECTION 10.2      Notices....................................................63

 SECTION 10.3      Communication by Holders with Other Holders................64

 SECTION 10.4      Certificate and Opinion as to Conditions Precedent.........64

 SECTION 10.5      Statements Required in Certificate or Opinion..............64

 SECTION 10.6      When Securities Disregarded................................65

 SECTION 10.7      Rules by Trustee, Paying Agent and Registrar...............65

 SECTION 10.8      Legal Holidays.............................................65

 SECTION 10.9      Governing Law..............................................65

 SECTION 10.10     No Recourse Against Others.................................65

 SECTION 10.11     Successors.................................................65

 SECTION 10.12     Multiple Originals.........................................65

 SECTION 10.13     Table of Contents; Headings................................65


                                       -iv-



     INDENTURE dated as of July 20, 2001, between CBRE Holding, Inc., a Delaware
corporation (the "Company") and STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A. (the "Trustee").

     Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Company's Initial
Securities, Exchange Securities and Private Exchange Securities (collectively,
the "Securities"):

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1 DEFINITIONS.
                 -----------

     "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries (a) existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with the
Company or any of its Restricted Subsidiaries or (b) assumed in connection with
the acquisition of assets from such Person and, in each case, not incurred by
such Person in connection with, or in anticipation or contemplation of, such
Person becoming a Restricted Subsidiary of the Company or such acquisition,
merger or consolidation.

     "Additional Assets" means (1) any property or other assets (other than
Indebtedness and Capital Stock) used in a Related Business; (2) the Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (3) Capital Stock constituting a minority interest in any Person
that at such time is a Restricted Subsidiary; provided, however, that any such
Restricted Subsidiary described in clause (2) or (3) above is primarily engaged
in a Related Business.

     "Additional Securities" means 16% Senior Notes Due July 20, 2011 issued
from time to time after the Issue Date in accordance with the terms of this
Indenture (including 16% Senior Notes Due July 20, 2011 issued as PIK Interest)
(other than pursuant to Section 2.6, 2.7, 2.9 or 3.6 of this Indenture and other
than Exchange Securities or Private Exchange Securities issued pursuant to an
exchange offer for other Securities outstanding under this Indenture).

     "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.4, 4.6 and 4.7 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 10% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

     "Asset Disposition" means any sale, lease, transfer or other disposition
(or series of related sales, leases, transfers or dispositions) by the Company
or any Restricted Subsidiary,


                                       1



including any disposition by means of a merger, consolidation or similar
transaction (each referred to for the purposes of this definition as a
"disposition"), of

          (1) any shares of Capital Stock of a Restricted Subsidiary (other than
     directors' qualifying shares or shares required by applicable law to be
     held by a Person other than the Company or a Restricted Subsidiary),

          (2) all or substantially all the assets of any division or line of
     business of the Company or any Restricted Subsidiary or

          (3) any other assets of the Company or any Restricted Subsidiary
     outside of the ordinary course of business of the Company or such
     Restricted Subsidiary

     (other than, in the case of (1), (2) and (3) above, (A) a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary, (B) for purposes of Section 4.6 only, a
disposition that constitutes a Restricted Payment permitted by Section 4.4 or a
Permitted Investment, (C) the sale by Melody of assets purchased and/or funded
pursuant to the Melody Mortgage Warehousing Facility or the Melody Loan
Arbitrage Facility, (D) any sale of Capital Stock in, or Indebtedness or other
securities of, an Unrestricted Subsidiary, (E) a disposition of Temporary Cash
Investments in the ordinary course of business, (F) the disposition of property
or assets that are obsolete, damaged or worn out, (G) the lease or sublease of
office space in the ordinary course of business, (H) sales by Melody of debt
servicing rights not in excess of $5.0 million in the aggregate and (I) a
disposition of assets with a fair market value of less than $750,000 (a "de
minimis disposition"), so long as the sum of such de minimis disposition plus
all other de minimis dispositions previously made in the same calendar year does
not exceed $3.0 million in the aggregate);

PROVIDED, HOWEVER, that a disposition of all or substantially all the assets of
the Company and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.9 and/or Section 5.1 and not by Section 4.6.

     "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate
borne by the Securities, compounded annually) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has
been extended); PROVIDED, HOWEVER, that if such Sale/Leaseback Transaction
results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby will be determined in accordance with the definition of "Capital Lease
Obligation".

     "Average Life" means, as of the date of determination, with respect to any
Indebtedness the quotient obtained by dividing (1) the sum of the products of
the number of years from the date of determination to the dates of each
successive scheduled principal payment of or redemption or similar payment with
respect to such Indebtedness multiplied by the amount of such payment by (2) the
sum of all such payments.

     "Bank Indebtedness" means all Obligations pursuant to the Credit Agreement.


                                       2



     "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

     "Business Day" means each day other than a Saturday, Sunday or a day on
which commercial banking institutions are authorized or required by law to close
in New York City.

     "Capital Lease Obligation" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

     "Cash Equity Contributions" shall mean (a) the contribution to the Company
of not less than $98,800,000 in cash in the form of equity (it being understood
that (i) any contribution to the Company by RCBA of shares of common equity of
CB Richard in excess of 2,345,900 shares will be considered a cash contribution
by RCBA in an amount equal to $16.00 multiplied by the number of shares
constituting such excess and a contribution of such amount from the Company to
CB Richard and (ii) the transfer by designated managers of an aggregate of up to
$2.6 million of deferred compensation plan account balances (currently reflected
as cash surrender value of insurance policies, deferred compensation plan in the
financial statements of CB Richard) to stock fund units shall be deemed to be a
cash contribution to the Company of the amount of such transfer and a
contribution of such amount from the Company to CB Richard to the extent (x)
accounted for as equity of the Company and (y) such transfer of an account
balance results in a transfer to CB Richard of cash from the trust relating to
such deferred compensation plan) and (b) the contribution by the Company of the
amount so received, together with the net proceeds from its sale of the Notes,
to CB Richard as equity in exchange for Capital Stock (other than Disqualified
Stock) of CB Richard.

     "Cash Interest" means cash interest payable on the Securities.

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

     "Change of Control" means the occurrence of any of the following events:

          (1) prior to the first underwritten public offering of common stock of
     the Company or, in the case of clause (ii) below only, such earlier time as
     DLJ Investment Funding, Inc. and its Affiliates cease to own of record and
     beneficially, directly or indirectly, at least 50% of the principal amount
     of Notes owned by DLJ Investment Funding, Inc. and its Affiliates on the
     Closing Date, (i) the Permitted Holders cease to (A) be the "beneficial
     owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
     directly or indirectly, of at least 35% in the aggregate of the total
     voting power of the Voting Stock of the Company, whether as a result of
     issuance of securities of the


                                       3



     Company, any merger, consolidation, liquidation or dissolution of the
     Company, or any direct or indirect transfer of securities by the Company or
     otherwise or (B) majority of the Board of Directors or (ii) RCBA ceases to
     own of record and beneficially, directly or indirectly, a number of shares
     of common stock of the Company equal to at least 50% of the total number of
     shares of common stock of the Company owned of record by RCBA as of the
     Closing Date, adjusted for stock splits and stock dividends (for purposes
     of this clause (1) and clause (2) below, the Permitted Holders shall be
     deemed to beneficially own any Voting Stock of a Person (the "specified
     person") held by any other Person (the "parent entity") so long as the
     Permitted Holders beneficially own (as so defined), directly or indirectly,
     in the aggregate a majority of the voting power of the Voting Stock of such
     parent entity);

          (2) any "person" (as such term is used in Sections 13(d) and 14(d) of
     the Exchange Act), other than one or more Permitted Holders, is or becomes
     the beneficial owner (as defined in clause (1) above, except that for
     purposes of this clause (2) such person shall be deemed to have "beneficial
     ownership" of all shares that any such person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time, and except that any Person that is deemed to have beneficial
     ownership of shares solely as the result of being part of a group pursuant
     to Rule 13d-5(b)(1) shall be deemed not to have beneficial ownership of any
     shares held by a Permitted Holder forming a part of such group), directly
     or indirectly, of more than 35% of the total voting power of the Voting
     Stock of the Company; PROVIDED, HOWEVER, that the Permitted Holders
     beneficially own (as defined in clause (1) above, except that in the event
     the Permitted Holders are part of a group pursuant to Rule 13d-5(b)(1), the
     Permitted Holders shall be deemed not to have beneficial ownership of any
     shares held by persons other than Permitted Holders forming a part of such
     group), directly or indirectly, in the aggregate a lesser percentage of the
     total voting power of the Voting Stock of the Company than such other
     person and do not have the right or ability by voting power, contract or
     otherwise to elect or designate for election a majority of the Board of
     Directors (for the purposes of this clause (2), such other person shall be
     deemed to beneficially own any Voting Stock of a specified person held by a
     parent entity, if such other person is the beneficial owner (as defined in
     this clause (2)), directly or indirectly, of more than 35% of the voting
     power of the Voting Stock of such parent entity and the Permitted Holders
     beneficially own (as defined in clause (1) above), directly or indirectly,
     in the aggregate a lesser percentage of the voting power of the Voting
     Stock of such parent entity and do not have the right or ability by voting
     power, contract or otherwise to elect or designate for election a majority
     of the board of directors of such parent entity);

          (3) individuals who on the Issue Date constituted the Board of
     Directors (together with any new directors whose election by such Board of
     Directors or whose nomination for election by the shareholders of the
     Company was approved by a vote of a majority of the directors of the
     Company then still in office who were either directors on the Issue Date or
     whose election or nomination for election was previously so approved) cease
     for any reason to constitute a majority of the Board of Directors then in
     office;


                                       4



          (4) the adoption of a plan relating to the liquidation or dissolution
     of the Company or CB Richard;

          (5) the merger or consolidation of the Company with or into another
     Person or the merger of another Person with or into the Company, or the
     sale of all or substantially all the assets of the Company (determined on a
     consolidated basis) to another Person (other than, in all such cases, a
     Person that is controlled by the Permitted Holders), other than a
     transaction following which (A) in the case of a merger or consolidation
     transaction, holders of securities that represented 100% of the Voting
     Stock of the Company immediately prior to such transaction (or other
     securities into which such securities are converted as part of such merger
     or consolidation transaction) own directly or indirectly at least a
     majority of the voting power of the Voting Stock of the surviving Person in
     such merger or consolidation transaction immediately after such transaction
     and in substantially the same proportion as before the transaction and (B)
     in the case of a sale of assets transaction, the transferee Person becomes
     the obligor in respect of the Notes and a Subsidiary of the transferor of
     such assets; or

          (6) the Company ceases to be the beneficial owner, directly, of 100%
     of the outstanding Capital Stock of CB Richard other than shares of Capital
     Stock of CB Richard issuable upon exercise of employee stock options
     outstanding on the Issue Date.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
indenture securities.

     "Consolidated Coverage Ratio" as of any date of determination means the
ratio of

          (x) the aggregate amount of EBITDA for the period of the most recent
     four consecutive fiscal quarters for which internal financial statements
     are available ending prior to the date of such determination to

          (y) Consolidated Interest Expense for such four fiscal quarters;

     PROVIDED, HOWEVER, that

          (1) if the Company or any Restricted Subsidiary has Incurred any
     Indebtedness since the beginning of such period that remains outstanding or
     if the transaction giving rise to the need to calculate the Consolidated
     Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and
     Consolidated Interest Expense for such period shall be calculated after
     giving effect on a pro forma basis to such Indebtedness as if such
     Indebtedness had been Incurred on the first day of such period,

          (2) if the Company or any Restricted Subsidiary has repaid,
     repurchased, defeased or otherwise discharged any Indebtedness since the
     beginning of such period or if any Indebtedness is to be repaid,
     repurchased, defeased or otherwise discharged (in each case other than
     Indebtedness Incurred under any revolving credit facility unless such


                                       5



     Indebtedness has been permanently repaid and has not been replaced) on the
     date of the transaction giving rise to the need to calculate the
     Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
     such period shall be calculated on a pro forma basis as if such discharge
     had occurred on the first day of such period and as if the Company or such
     Restricted Subsidiary has not earned the interest income actually earned
     during such period in respect of cash or Temporary Cash Investments used to
     repay, repurchase, defease or otherwise discharge such Indebtedness,

          (3) if since the beginning of such period the Company or any
     Restricted Subsidiary shall have made any Asset Disposition, EBITDA for
     such period shall be reduced by an amount equal to EBITDA (if positive)
     directly attributable to the assets which are the subject of such Asset
     Disposition for such period, or increased by an amount equal to EBITDA (if
     negative), directly attributable thereto for such period and Consolidated
     Interest Expense for such period shall be reduced by an amount equal to the
     Consolidated Interest Expense directly attributable to any Indebtedness of
     the Company or any Restricted Subsidiary repaid, repurchased, defeased or
     otherwise discharged with respect to the Company and its continuing
     Restricted Subsidiaries in connection with such Asset Disposition for such
     period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
     Consolidated Interest Expense for such period directly attributable to the
     Indebtedness of such Restricted Subsidiary to the extent the Company and
     its continuing Restricted Subsidiaries are no longer liable for such
     Indebtedness after such sale),

          (4) if since the beginning of such period the Company or any
     Restricted Subsidiary (by merger or otherwise) shall have made an
     Investment in any Restricted Subsidiary (or any person which becomes a
     Restricted Subsidiary) or an acquisition of assets, including any
     acquisition of assets occurring in connection with a transaction requiring
     a calculation to be made hereunder, which constitutes all or substantially
     all of an operating unit of a business, EBITDA and Consolidated Interest
     Expense for such period shall be calculated after giving pro forma effect
     thereto (including the Incurrence of any Indebtedness) as if such
     Investment or acquisition occurred on the first day of such period and

          (5) if since the beginning of such period any Person (that
     subsequently became a Restricted Subsidiary or was merged with or into the
     Company or any Restricted Subsidiary since the beginning of such period)
     shall have made any Asset Disposition, any Investment or acquisition of
     assets that would have required an adjustment pursuant to clause (3) or (4)
     above if made by the Company or a Restricted Subsidiary during such period,
     EBITDA and Consolidated Interest Expense for such period shall be
     calculated after giving pro forma effect thereto as if such Asset
     Disposition, Investment or acquisition occurred on the first day of such
     period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company
(and shall include any applicable Pro Forma Cost Savings). If any Indebtedness


                                       6



bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Indebtedness
if such Interest Rate Agreement has a remaining term in excess of 12 months).

     "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
incurred by the Company or its Restricted Subsidiaries, without duplication,

          (1) interest expense attributable to Capital Lease Obligations and the
     interest expense attributable to leases constituting part of a
     Sale/Leaseback Transaction,

          (2) amortization of debt discount and debt issuance cost,

          (3) capitalized interest,

          (4) non-cash interest expense,

          (5) commissions, discounts and other fees and charges owed with
     respect to letters of credit and bankers' acceptance financing,

          (6) net payments pursuant to Hedging Obligations in respect of
     Indebtedness,

          (7) Preferred Stock dividends in respect of all Preferred Stock held
     by Persons other than the Company or a Restricted Subsidiary (other than
     dividends payable solely in Capital Stock (other than Disqualified Stock)
     of the issuer of such Preferred Stock),

          (8) interest incurred in connection with Investments in discontinued
     operations,

          (9) interest accruing on any Indebtedness of any other Person to the
     extent such Indebtedness is Guaranteed by (or secured by the assets of) the
     Company or any Restricted Subsidiary and

          (10) the cash contributions to any employee stock ownership plan or
     similar trust to the extent such contributions are used by such plan or
     trust to pay interest or fees to any Person (other than the Company) in
     connection with Indebtedness Incurred by such plan or trust,

and less, to the extent included in such total interest expense, (A) the
amortization during such period of capitalized financing costs associated with
the Transactions, (B) the amortization during such period of other capitalized
financing costs; PROVIDED, HOWEVER, that the aggregate amount of amortization
relating to any such other capitalized financing costs deducted in calculating
Consolidated Interest Expense shall not exceed 3.5% of the aggregate amount of
the financing giving rise to such capitalized financing costs and (C) interest
expense relating to the Notes.


                                       7



     "Consolidated Net Income" means, for any period, the sum of (1) the net
income of the Company and its consolidated Subsidiaries and (2) to the extent
deducted in calculating net income of the Company and its consolidated
Subsidiaries, (A) any nonrecurring fees, expenses or charges related to the
Transactions, (B) any nonrecurring charges related to onetime severance or lease
termination costs incurred in connection with the Transactions and (C) for all
purposes other than the making of a Restricted Payment by the Company (other
than an Investment), interest expense relating to the Notes; PROVIDED, HOWEVER,
that there shall not be included in such Consolidated Net Income:

          (1) any net income of any Person (other than the Company) if such
     Person is not a Restricted Subsidiary, except that:

               (A) subject to the exclusion contained in clause (4) below, the
          Company's equity in the net income of any such Person for such period
          shall be included in such Consolidated Net Income up to the aggregate
          amount of cash actually distributed by such Person during such period
          to the Company or a Restricted Subsidiary as a dividend or other
          distribution (subject, in the case of a dividend or other distribution
          paid to a Restricted Subsidiary, to the limitations contained in
          clause (3) below) and

               (B) the Company's equity in a net loss of any such Person to the
          extent accounted for pursuant to the equity method of accounting for
          such period shall be included in determining such Consolidated Net
          Income;

          (2) any net income (or loss) of any Person acquired by the Company or
     a Subsidiary in a pooling of interests transaction for any period prior to
     the date of such acquisition;

          (3) any net income of any Restricted Subsidiary if such Restricted
     Subsidiary is subject to restrictions, directly or indirectly, on the
     payment of dividends or the making of distributions by such Restricted
     Subsidiary, directly or indirectly, to the Company other than, for all
     purposes except the making of a Restricted Payment (other than an
     Investment) by the Company, restrictions imposed by the terms of the Credit
     Agreement and the Senior Subordinated Notes, in each case, as in effect on
     the Issue Date or pursuant to Refinancing Indebtedness Incurred to
     refinance the Credit Agreement or Senior Subordinated Notes; PROVIDED,
     HOWEVER, that that the encumbrances and restrictions with respect to such
     Restricted Subsidiary contained in any such refinancing agreement or
     amendment are no less favorable to the noteholders than encumbrances and
     restrictions with respect to the payment of dividends or the making of
     distributions to the Company contained in such predecessor agreements; and
     except that:

               (A) subject to the exclusion contained in clause (4) below, the
          Company's equity in the net income of any such Restricted Subsidiary
          for such period shall be included in such Consolidated Net Income up
          to the aggregate amount of cash actually distributed by such
          Restricted Subsidiary during such period to the Company or another
          Restricted Subsidiary as a dividend or other


                                       8



          distribution (subject, in the case of a dividend or other
          distribution paid to another Restricted Subsidiary, to the limitation
          contained in this clause) and

               (B) the Company's equity in a net loss of any such Restricted
          Subsidiary for such period shall be included in determining such
          Consolidated Net Income;

          (4) any gain (or loss) realized upon the sale or other disposition of
     any assets of the Company, its consolidated Subsidiaries or any other
     Person (including pursuant to any sale-and-leaseback arrangement) which is
     not sold or otherwise disposed of in the ordinary course of business and
     any gain (or loss) realized upon the sale or other disposition of any
     Capital Stock of any Person;

          (5) extraordinary gains or losses;

          (6) the cumulative effect of a change in accounting principles;

          (7) any income or losses attributable to discontinued operations
     (including operations disposed of during such periods whether or not such
     operations were classified as discontinued);

          (8) any restoration to income of any contingency reserve, except to
     the extent that provision for such reserve was made out of Consolidated Net
     Income accrued at any time following the Issue Date; and

          (9) if the Successor Company is not the Company, the aggregate net
     income (or loss) of such Successor Company prior to the consolidation,
     merger or transfer resulting in such Successor Company.

Notwithstanding the foregoing, for the purpose of Section 4.4 only, there shall
be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of Investments or
return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted Payments permitted under such Section pursuant to Section
4.4(a)(3)(D).

     "Credit Agreement" means the Credit Agreement to be entered into among CB
Richard, the Company, as guarantor, the lenders referred to therein, Credit
Suisse First Boston, as Administrative Agent, Sole Lead Arranger and Sole Book
Manager, and the Syndication Agent and Documentation Agent named therein,
together with the related documents thereto (including the term loans and
revolving loans thereunder, any guarantees and security documents), as amended,
extended, renewed, restated, supplemented or otherwise modified (in whole or in
part, and without limitation as to amount, terms, conditions, covenants and
other provisions, including any amendment or modification that increases the
amount of Indebtedness available to be borrowed thereunder) from time to time,
and any agreement (and related document) governing Indebtedness incurred to
Refinance, in whole or in part, the borrowings and commitments then outstanding
or permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.


                                       9



     "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement designed to protect
such Person against fluctuations in currency values.

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable at the option of the holder) or upon the
happening of any event:

          (1) matures or is mandatorily redeemable pursuant to a sinking fund
     obligation or otherwise;

          (2) is convertible or exchangeable at the option of the holder for
     Indebtedness or Disqualified Stock; or

          (3) is mandatorily redeemable or must be purchased upon the occurrence
     of certain events or otherwise, in whole or in part,

in each case on or prior to the first anniversary of the Stated Maturity of the
Securities; PROVIDED, HOWEVER, that if such Capital Stock is issued to any
employee or to any plan for the benefit of employees of the Company or its
Subsidiaries or by any such plan to such employees, such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be
repurchased by the Company in order to satisfy obligations as a result of such
employee's death or disability; and PROVIDED FURTHER, HOWEVER, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to purchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the first anniversary of the Stated Maturity of the
Securities shall not constitute Disqualified Stock if (1) the "asset sale" or
"change of control" provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the terms applicable to the
Securities in Sections 4.6 and 4.9 of this Indenture and (2) any such
requirement only becomes operative after compliance with such terms applicable
to the Securities, including the purchase of any Securities tendered pursuant
thereto.

     The amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price will be calculated in accordance with the terms of
such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or
repurchased on any date on which the amount of such Disqualified Stock is to be
determined pursuant to this Indenture; PROVIDED, HOWEVER, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
will be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.

     "DTC" means the Depository Trust Company.

     "EBITDA" for any period means the sum of Consolidated Net Income, plus the
following to the extent deducted in calculating such Consolidated Net Income:


                                       10



          (1) all income tax expense of the Company and its consolidated
     Restricted Subsidiaries,

          (2) Consolidated Interest Expense,

          (3) any non-recurring fees, expenses or charges related to any Equity
     Offering, Permitted Investment, acquisition or Incurrence of Indebtedness
     permitted to be Incurred by this Indenture (in each case, whether or not
     successful), including any such fees, expenses or charges related to the
     Transactions, in each case not exceeding $5.0 million in the aggregate for
     all such nonrecurring fees, expenses and charges attributable to the same
     transaction or event (or group of related transactions or events),

          (4) depreciation and amortization expense of the Company and its
     consolidated Restricted Subsidiaries (excluding amortization expense
     attributable to a prepaid operating activity item that was paid in cash in
     a prior period),

          (5) all other non-cash losses, expenses and charges of the Company and
     its consolidated Restricted Subsidiaries (excluding any such non-cash loss,
     expense or charge to the extent that it represents an accrual of or reserve
     for cash expenditures in any future period), and

          (6) any nonrecurring charges that are incurred and associated with the
     restructuring of the operations of the Company and its consolidated
     Subsidiaries announced prior to the Issue Date and implemented within 90
     days after the Issue Date,

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

     "Equity Offering" means any primary offering of Capital Stock of the
Company or CB Richard (other than Disqualified Stock)to Persons who are not
Affiliates of the Company other than (1) public offerings with respect to the
Company's Common Stock registered on Form S-8 and (2) issuances upon exercise of
options by employees of the Company or any of its Restricted Subsidiaries.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exchange Securities" means the debt securities of the Company issued
pursuant to this Indenture in exchange for, and in an aggregate principal amount
at maturity equal to, the Initial Securities, in compliance with the terms of
the Registration Rights Agreement.


                                       11



     "Exempt Subsidiary" means any Restricted Subsidiary that shall have had
aggregate EBITDA of less than $250,000 for the period of the most recent four
consecutive fiscal quarters for which internal financial statements are
available ending prior to the date of the issuance or sale of its Capital Stock
giving rise to such determination; PROVIDED, HOWEVER, that such sale or issuance
is pursuant to a plan or program for the sale or issuance of Capital Stock a
majority of which is sold to local management or to local strategic investors.

     "Facilities" means the Term Loan Facilities and the Revolving Credit
Facilities.

     "Foreign Restricted Subsidiary" means any Restricted Subsidiary not
incorporated or organized under the laws of the United States of America, any
State thereof or the District of Columbia.

     "Freeman Spogli" means collectively, (1) FS Equity Partners III, L.P., (2)
FS Equity Partners International L.P., (3) any investment fund that is
affiliated with Freeman Spogli & Co. Incorporated and (4) Freeman Spogli & Co.
Incorporated and any successor entity thereof controlled by the principals of
Freeman Spogli & Co. Incorporated or any entity controlled by, or under common
control with, Freeman Spogli & Co. Incorporated.

     "GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Issue Date, including those set forth in

          (1) the opinions and pronouncements of the Accounting Principles Board
     of the American Institute of Certified Public Accountants,

          (2) statements and pronouncements of the Financial Accounting
     Standards Board,

          (3) such other statements by such other entity as approved by a
     significant segment of the accounting profession and

          (4) the rules and regulations of the SEC governing the inclusion of
     financial statements (including pro forma financial statements) in periodic
     reports required to be filed pursuant to Section 13 of the Exchange Act,
     including opinions and pronouncements in staff accounting bulletins and
     similar written statements from the accounting staff of the SEC. Except as
     otherwise provided herein, all ratios and computations based on GAAP
     contained in this Indenture shall be computed in conformity with GAAP.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any Person and any
obligation, direct or indirect, contingent or otherwise, of such Person.

          (1) to purchase or pay (or advance or supply funds for the purchase or
     payment of) such Indebtedness of such Person (whether arising by virtue of
     partnership arrangements, or by agreements to keep-well, to purchase
     assets, goods, securities or services, to take-or-pay or to maintain
     financial statement conditions or otherwise) or


                                       12



          (2) entered into for the purpose of assuring in any other manner the
     obligee of such Indebtedness of the payment thereof or to protect such
     obligee against loss in respect thereof (in whole or in part);

PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

     "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement or similar
agreement.

     "Holder" or "Securityholder" means the Person in whose name a Security is
registered on the Registrar's books.

     "Incur" means issue, assume, Guarantee, incur or otherwise become liable
for; provided, HOWEVER, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Restricted Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Restricted Subsidiary. The term
"Incurrence" when used as a noun shall have a correlative meaning. Solely for
purposes of determining compliance with Section 4.03, (1) amortization of debt
discount or the accretion of principal with respect to a non-interest bearing or
other discount security and (2) the payment of regularly scheduled interest in
the form of additional Indebtedness of the same instrument or the payment of
regularly scheduled dividends on Capital Stock in the form of additional Capital
Stock of the same class and with the same terms will not be deemed to be the
Incurrence of Indebtedness.

     "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

          (1) the principal in respect of (A) indebtedness of such Person for
     money borrowed and (B) indebtedness evidenced by notes, debentures, bonds
     or other similar instruments for the payment of which such Person is
     responsible or liable, including, in each case, any premium on such
     indebtedness to the extent such premium has become due and payable;

          (2) all Capital Lease Obligations of such Person and all Attributable
     Debt in respect of Sale/Leaseback Transactions entered into by such Person;

          (3) all obligations of such Person issued or assumed as the deferred
     purchase price of property, all conditional sale obligations of such Person
     and all obligations of such Person under any title retention agreement (but
     excluding trade accounts payable arising in the ordinary course of
     business);

          (4) all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction (other than obligations with respect to letters of credit
     securing obligations (other than obligations described in clauses (1)
     through (3) above) entered into in the ordinary course of business of such
     Person to the extent such letters of credit are not drawn upon or, if and
     to the extent


                                       13



     drawn upon, such drawing is reimbursed no later than the twentieth
     Business Day following payment on the letter of credit);

          (5) the amount of all obligations of such Person with respect to the
     redemption, repayment or other repurchase of any Disqualified Stock of such
     Person or, with respect to any Preferred Stock of any Subsidiary of such
     Person, the principal amount of such Preferred Stock to be determined in
     accordance with Section 1.4(7) (but excluding, in each case, any accrued
     dividends);

          (6) all obligations of the type referred to in clauses (1) through (5)
     of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee;

          (7) all obligations of the type referred to in clauses (1) through (6)
     of other Persons secured by any Lien on any property or asset of such
     Person (whether or not such obligation is assumed by such Person), the
     amount of such obligation being deemed to be the lesser of the value of
     such property or assets and the amount of the obligation so secured; and

          (8) to the extent not otherwise included in this definition, Hedging
     Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or
any Restricted Subsidiary of any business, the term "Indebtedness" will exclude
post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance sheet or such
payment depends on the performance of such business after the closing; PROVIDED,
HOWEVER, that, at the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes fixed and
determined, the amount is paid within 30 days thereafter. Indebtedness of any
Person shall include all Indebtedness of any partnership or other entity in
which such Person is a general partner or other equity holder with unlimited
liability other than Indebtedness which by its terms is nonrecourse to such
Person and its assets.

     The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date PROVIDED,
HOWEVER, that the principal amount of any non-interest bearing or other discount
security at any date will be the principal amount thereof that would be shown on
a balance sheet of such Person dated such date prepared in accordance with GAAP.

     "Indenture" means this Indenture as amended or supplemented from time to
time.

     "Independent Qualified Party" means an investment banking firm, accounting
firm or appraisal firm of national standing; PROVIDED, HOWEVER, that such firm
is not an Affiliate of the Company.


                                       14



     "Initial Securities" means (1) $65.0 million aggregate principal amount of
16% Senior Notes Due July 20, 2011 issued on the Issue Date and (2) Additional
Securities, if any, issued in a transaction exempt from the registration
requirements of the Securities Act.

     "Interest Rate Agreement" means in respect of a Person any interest rate
swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

     "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. Except as otherwise provided for
herein, the amount of an Investment shall be its fair market value at the time
the Investment is made and without giving effect to subsequent changes in value.

     For purposes of the definition of "Unrestricted Subsidiary", the definition
of "Restricted Payment" and Section 4.4,

          (1) "Investment" shall include the portion (proportionate to the
     Company's equity interest in such Subsidiary) of the fair market value of
     the net assets of any Subsidiary of the Company at the time that such
     Subsidiary is designated an Unrestricted Subsidiary; PROVIDED, HOWEVER,
     that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
     the Company shall be deemed to continue to have a permanent "Investment" in
     an Unrestricted Subsidiary equal to an amount (if positive) equal to (x)
     the Company's "Investment" in such Subsidiary at the time of such
     redesignation less (y) the portion (proportionate to the Company's equity
     interest in such Subsidiary) of the fair market value of the net assets of
     such Subsidiary at the time of such redesignation; and

          (2) any property transferred to or from an Unrestricted Subsidiary
     shall be valued at its fair market value at the time of such transfer, in
     each case as determined in good faith by the Board of Directors.

     "Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) and BBB- (or the equivalent) by Moody's Investors Service, Inc.
(or any successor to the rating agency business thereof) and Standard & Poor's
Ratings Group (or any successor to the rating agency business thereof),
respectively.

     "Issue Date" means the date on which the Securities are initially issued.

     "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

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


                                       15



     "Melody Loan Arbitrage Facility" means a credit facility provided to Melody
by any depository bank in which Melody deposits payments relating 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 (1) Melody applies all
proceeds of loans made under such credit facility to purchase Temporary Cash
Investments and (2) all such Temporary Cash 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, 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 (subject to customary exceptions) 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 Permitted Indebtedness" means Indebtedness of Melody under the
Melody Loan Arbitrage Facility, the Melody Mortgage Warehousing Facility and the
Melody Working Capital Facility and Indebtedness of any Mortgage Banking
Subsidiary under the Melody Mortgage Warehousing Facility that is, in all cases,
nonrecourse to the Company or any of its other Subsidiaries.

     "Melody Working Capital Facility" means a credit facility provided by a
financial institution to Melody, so long as (1) the proceeds of loans thereunder
are applied only to provide working capital to Melody, (2) loans under such
credit facility are unsecured, and (3) the aggregate principal amount of loans
outstanding under such credit facility at no time exceeds $1.0 million.

     "Merger" means the merger of Blum CB Corp. with and into CB Richard
pursuant to the Merger Agreement.

     "Merger Agreement" means the amended and restated agreement and plan of
merger dated as of May 31, 2001, between CB Richard, the Company and Blum CB
Corp., as such agreement may be further amended so long as such amendments are
not adverse to Holders, and all other documents entered into or delivered in
connection with the Merger Agreement.

     "Mortgage Banking Activities" means the origination by a Mortgage Banking
Subsidiary of mortgage loans in respect of commercial and multifamily
residential real property, and the sale or assignment of such mortgage loans and
the related mortgages to another person (other than the Company or any of its
Subsidiaries) within sixty days after the origination thereof;


                                       16



PROVIDED, HOWEVER, that in each case prior to origination of any mortgage loan,
the Company, CB Richard 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 business.

     "Mortgage Banking Subsidiary" means Melody and its subsidiaries that are
engaged in Mortgage Banking Activities.

     "Net Available Cash" from an Asset Disposition means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and proceeds
from the sale or other disposition of any securities received as consideration,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to such properties or assets or received in any other
non-cash form), in each case net of:

          (1) all legal, accounting, investment banking and brokerage fees,
     title and recording tax expenses, commissions and other fees and expenses
     incurred, and all Federal, state, provincial, foreign and local taxes
     required to be accrued as a liability under GAAP, as a consequence of such
     Asset Disposition,

          (2) all payments made on any Indebtedness which is secured by any
     assets subject to such Asset Disposition, in accordance with the terms of
     any Lien upon or other security agreement of any kind with respect to such
     assets, or which must by its terms, or in order to obtain a necessary
     consent to such Asset Disposition, or by applicable law, be repaid out of
     the proceeds from such Asset Disposition,

          (3) all distributions and other payments required to be made to
     minority interest holders in Restricted Subsidiaries as a result of such
     Asset Disposition, and

          (4) the deduction of appropriate amounts provided by the seller as a
     reserve, in accordance with GAAP, against any liabilities associated with
     the property or other assets disposed in such Asset Disposition and
     retained by the Company or any Restricted Subsidiary after such Asset
     Disposition.

     "Net Cash Proceeds", with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

     "Obligations" means with respect to any Indebtedness all obligations for
principal, premium, interest, penalties, fees, indemnifications, reimbursements,
and other amounts payable pursuant to the documentation governing such
Indebtedness.

     "Offering Circular" means the Confidential Offering Circular dated June 29,
2001 relating to the Securities.


                                       17



     "Officer" means the Chairman of the Board, the Chief Executive Officer, the
President, the Chairman of the Americas, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary of the Company.

     "Officers' Certificate" means a certificate signed by two Officers.

     "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

     "Permitted Co-investment" means any Investment by any Restricted Subsidiary
which is formed solely to acquire up to 5% of the Capital Stock of any Person (a
"Co-investment Entity") managed by such Restricted Subsidiary whose principal
purpose is to invest, directly or indirectly, in commercial real estate;
PROVIDED, HOWEVER, that such Restricted Subsidiary is acting in such capacity
pursuant to an arrangement substantially similar to arrangements entered into by
Restricted Subsidiaries involved in such activities prior to the Issue Date.

     "Permitted Holders" means (1) RCBA and Freeman Spogli, (2) any member of
senior management of the Company on the Issue Date and (3) DLJ Investment
Funding, Inc. and its affiliates.

     "Permitted Investment" means an Investment by the Company or any Restricted
Subsidiary in

          (1) the Company, a Restricted Subsidiary or a Person that will, upon
     the making of such Investment, become a Restricted Subsidiary; PROVIDED,
     HOWEVER, that (A) the primary business of such Restricted Subsidiary is a
     Related Business and (B) such Restricted Subsidiary is not restricted from
     making dividends or similar distributions by contract, operation of law or
     otherwise;

          (2) another Person if as a result of such Investment such other Person
     is merged or consolidated with or into, or transfers or conveys all or
     substantially all its assets to, the Company or a Restricted Subsidiary;
     PROVIDED, HOWEVER, that such Person's primary business is a Related
     Business;

          (3) cash and Temporary Cash Investments;

          (4) receivables owing to the Company or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; PROVIDED, HOWEVER,
     that such trade terms may include such concessionary trade terms as the
     Company or any such Restricted Subsidiary deems reasonable under the
     circumstances;

          (5) payroll, travel, moving and similar advances to cover matters that
     are expected at the time of such advances ultimately to be treated as
     expenses for accounting purposes and that are made in the ordinary course
     of business;


                                       18



          (6) loans or advances to employees or independent contractors made in
     the ordinary course of business consistent with past practices of the
     Company or such Restricted Subsidiary;

          (7) loans or advances to clients and vendors made in the ordinary
     course of business consistent with past practices of the Company or such
     Restricted Subsidiary in an aggregate amount outstanding at any time not
     exceeding $1.5 million;

          (8) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Company or any
     Restricted Subsidiary or in satisfaction of judgments;

          (9) any Person to the extent such Investment represents the non-cash
     portion of the consideration received for an Asset Disposition as permitted
     pursuant to Section 4.6;

          (10) any Person where such Investment was acquired by the Company or
     any of its Restricted Subsidiaries (a) in exchange for any other Investment
     or accounts receivable held by the Company or any such Restricted
     Subsidiary in connection with or as a result of a bankruptcy, workout,
     reorganization or recapitalization of the issuer of such other Investment
     or accounts receivable or (b) as a result of a foreclosure by the Company
     or any of its Restricted Subsidiaries with respect to any secured
     Investment or other transfer of title with respect to any secured
     Investment in default;

          (11) Hedging Obligations entered into in the ordinary course of the
     Company's or any Restricted Subsidiary's business and not for the purpose
     of speculation;

          (12) any Person to the extent such Investment replaces or refinances
     an Investment in such Person existing on the Issue Date in an amount not
     exceeding the amount of the Investment being replaced or refinanced;
     PROVIDED, HOWEVER, the new Investment is on terms and conditions no less
     favorable than the Investment being renewed or replaced;

          (13) Investments in insurance on the life of any participant in any
     deferred compensation plan of the Company or CB Richard made in the
     ordinary course of business consistent with past practices of the Company
     or CB Richard;

          (14) Permitted Co-investments in an aggregate amount not exceeding (a)
     for the period from the day after the Issue Date to December 31, 2001, the
     excess of $20.0 million over the aggregate amount of all such Investments
     made in the period from January 1, 2001 to the Issue Date, and (b) $20.0
     million in each calendar year thereafter; PROVIDED, HOWEVER, that such
     Investments made in Co-investment Entities investing in countries that are
     not members of the Organization for Economic Cooperation and Development
     shall not exceed $5.0 million in any calendar year; PROVIDED FURTHER,
     HOWEVER, that (x) at the time of such Investment, no Default shall have
     occurred and be continuing (or result therefrom)and (y) immediately after
     giving pro forma effect to such Investment, the Company would be able to
     Incur an additional $1.00 of Indebtedness pursuant to Section 4.3(a); and


                                       19



          (15) so long as no Default shall have occurred and be continuing (or
     result therefrom), any Person in an aggregate amount which, when added
     together with the amount of all the Investments made pursuant to this
     clause (15) which at such time have not been repaid through repayments of
     loans or advances or other transfers of assets, does not exceed $15.0
     million (with the fair market value of each Investment being measured at
     the time made and without giving effect to subsequent changes in value).

     "Permitted Liens" means the following types of Liens:

          (1) any interest or title of a lessor under any Capital Lease
     Obligation; PROVIDED, HOWEVER, that such Liens do not extend to any
     property or assets which is not leased property subject to such Capital
     Lease Obligation;

          (2) Liens securing Capital Lease Obligations and Purchase Money
     Indebtedness which may be incurred under Section 4.3(b)(14); PROVIDED,
     HOWEVER, that in the case of Purchase Money Indebtedness (A) the
     Indebtedness shall not exceed the cost of such property or assets
     being acquired or constructed and shall not be secured by any property or
     assets of the Company or any Restricted Subsidiary of the Company other
     than the property and assets being acquired or constructed and (B) the Lien
     securing such Indebtedness shall be created within 180 days of such
     acquisition or construction;

          (3) Liens upon specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (4) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other property
     relating to such letters of credit and products and proceeds thereof;

          (5) Liens securing Hedging Obligations which Hedging Obligations
     relate to Indebtedness that is otherwise permitted under this Indenture;

          (6) Liens securing Acquired Indebtedness incurred in accordance with
     Section 4.3; provided, HOWEVER, that (A) such Liens secured such Acquired
     Indebtedness at the time of and prior to the incurrence of such Acquired
     Indebtedness by the Company or a Restricted Subsidiary of the Company and
     were not granted in connection with, or in anticipation of, the incurrence
     of such Acquired Indebtedness by the Company or a Restricted Subsidiary of
     the Company and (B) such Liens do not extend to or cover any property or
     assets of the Company or of any of its Restricted Subsidiaries other than
     the property or assets that secured the Acquired Indebtedness prior to the
     time such Indebtedness became Acquired Indebtedness of the Company or a
     Restricted Subsidiary of the Company and are no more favorable to the
     lienholders than those securing the Acquired Indebtedness prior to the
     incurrence of such Acquired Indebtedness by the Company or a Restricted
     Subsidiary of the Company;


                                       20



          (7) Liens on commercial mortgage loans originated and owned by Melody
     or any Mortgage Banking Subsidiary pursuant to the Melody Mortgage
     Warehousing Facility;

          (8) Liens on investments made by Melody in connection with the Melody
     Loan Arbitrage Facility to secure Indebtedness under the Melody Loan
     Arbitrage Facility, if such investments were acquired by Melody with the
     proceeds of such Indebtedness;

          (9) Liens for taxes, fees, assessments or other governmental charges
     not yet due or which are being contested in good faith by appropriate
     proceedings and as to which the Company or its Subsidiaries shall have set
     aside on its books such reserves as may be required pursuant to GAAP; and

          (10) statutory Liens of landlords and carriers', warehousemen's,
     mechanics', suppliers', materialmen's, repairmen or other like Liens
     arising in the ordinary course of business and securing obligations that
     are not due and payable or which are being contested in good faith by
     appropriate proceedings and as to which the Company or its Subsidiaries
     shall have set aside on its books such reserves or other appropriate
     provision, if any, as may be required pursuant to GAAP.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

     "PIK Interest" means pay-in-kind interest payable on all outstanding
Securities for which Cash Interest is not paid, in the form of the issuance of
Additional Securities.

     "Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.

     "principal" of a Security means the principal of the Security plus the
premium, if any, payable on the Security which is due or overdue or is to become
due at the relevant time.

     "Private Exchange Securities" has the meaning given such term in the
Registration Rights Agreement.

     "Pro Forma Cost Savings" means, with respect to any period, the reduction
in costs that were

          (1) directly attributable to an asset acquisition and calculated on a
     basis that is consistent with Regulation S-X under the Securities Act in
     effect and applied as of the Issue Date, or


                                       21



          (2) implemented by the business that was the subject of any such asset
     acquisition within six months of the date of the asset acquisition and that
     are supportable and quantifiable by the underlying accounting records of
     such business,

     as if, in the case of each of clause (1) and (2), all such reductions in
costs had been effected as of the beginning of such period.

     "Purchase Money Indebtedness" means Indebtedness (including Capital Lease
Obligations) (1) consisting of the deferred purchase price of property,
conditional sale obligations, obligations under any title retention agreement,
other purchase money obligations and obligations in respect of industrial
revenue bonds or similar Indebtedness, in each case where the maturity of such
Indebtedness does not exceed the anticipated useful life of the asset being
financed, and (2) Incurred to finance the acquisition by the Company or a
Restricted Subsidiary of such asset, including additions and improvements;
PROVIDED, HOWEVER, that any Lien arising in connection with any such
Indebtedness shall be limited to the specified asset being financed or, in the
case of real property or fixtures, including additions and improvements, the
real property on which such asset is attached; PROVIDED FURTHER, HOWEVER, that
such Indebtedness is Incurred within 180 days after such acquisition of such
assets by the Company or any Restricted Subsidiary.

     "Rating Agencies" means Standard and Poor's Ratings Group and Moody's
Investors Service, Inc. or any successor to the respective rating agency
business thereof.

     "RCBA" means (1) RCBA Strategic Partners, L.P., (2) BLUM Capital Partners,
L.P. and its successors and (3) any investment fund that is affiliated with BLUM
Capital Partners, L.P. or its successors.

     "Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.

     "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that:

          (1) such Refinancing Indebtedness has a Stated Maturity no earlier
     than the Stated Maturity of the Indebtedness being Refinanced;

          (2) such Refinancing Indebtedness has an Average Life at the time such
     Refinancing Indebtedness is Incurred that is equal to or greater than the
     Average Life of the Indebtedness being Refinanced, and

          (3) such Refinancing Indebtedness has an aggregate principal amount
     (or if Incurred with original issue discount, an aggregate issue price)
     that is equal to or less than the aggregate principal amount (or if
     Incurred with original issue discount, the aggregate


                                       22



     accreted value) then outstanding or committed (plus fees and expenses,
     including any premium and defeasance costs) under the Indebtedness being
     Refinanced;

PROVIDED FURTHER, HOWEVER, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Restricted Subsidiary that Refinances Indebtedness of the
Company or (B) Indebtedness of the Company or a Restricted Subsidiary that
Refinances Indebtedness of an Unrestricted Subsidiary.

     "Registration Rights Agreement" means the Notes Registration Rights
Agreement dated July 20, 2001, among the Company and Credit Suisse First Boston
Corporation.

     "Related Business" means any business in which the Company or any of its
Restricted Subsidiaries was engaged on the Issue Date and any business related,
ancillary or complementary to any business of the Company or any of its
Restricted Subsidiaries in which the Company or any of its Restricted
Subsidiaries was engaged on the Issue Date.

     "Restricted Payment" with respect to any Person means

          (1) the declaration or payment of any dividends or any other
     distributions of any sort in respect of its Capital Stock (including any
     payment in connection with any merger or consolidation involving such
     Person) or similar payment to the direct or indirect holders of its Capital
     Stock (other than dividends or distributions payable solely in its Capital
     Stock (other than Disqualified Stock) and dividends or distributions
     payable solely to the Company or a Restricted Subsidiary, and other than
     pro rata dividends or other distributions made by a Subsidiary that is not
     a Wholly Owned Subsidiary to minority stockholders (or owners of an
     equivalent interest in the case of a Subsidiary that is an entity other
     than a corporation)),

          (2) the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of the Company held by any Person or of any
     Capital Stock of a Restricted Subsidiary held by any Affiliate of the
     Company (other than a Restricted Subsidiary), including the exercise of any
     option to exchange any Capital Stock (other than into Capital Stock of the
     Company that is not Disqualified Stock),

          (3) the purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value, prior to scheduled maturity, scheduled
     repayment or scheduled sinking fund payment of any Subordinated Obligations
     of such Person (other than the purchase, repurchase, or other acquisition
     of Subordinated Obligations purchased in anticipation of satisfying a
     sinking fund obligation, principal installment or final maturity, in each
     case due within one year of the date of such purchase, repurchase or other
     acquisition) or

          (4) the making of any Investment (other than a Permitted Investment)
     in any Person.

     "Restricted Subsidiary" means any Subsidiary of the Company that is not an
Unrestricted Subsidiary.


                                       23



     "Revolving Credit Facility" means the revolving credit facility contained
in the Credit Agreement and any other facility or financing arrangement that
Refinances, in whole or in part, and such revolving credit facility.

     "Sale/Leaseback Transaction" means an arrangement relating to property
owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a
Restricted Subsidiary leases it from such Person.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities" means the Securities issued under this Indenture.

     "Senior Subordinated Notes" means the 11 1/4% Senior Subordinated Notes due
June 15, 2011 of Blum CB Corp.

     "Significant Subsidiary" means CB Richard and any Restricted Subsidiary
that would be a "Significant Subsidiary" of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the SEC.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

     "Subordinated Obligation" means, with respect to a Person, any Indebtedness
of such Person (whether outstanding on the Issue Date or thereafter Incurred)
which is subordinate or junior in right of payment to the Securities of such
Person pursuant to a written agreement to that effect.

     "Subsidiary" means, in respect of any Person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Voting Stock is at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of
such Person or (3) one or more Subsidiaries of such Person.

     "Temporary Cash Investments" means any of the following:

          (1) any investment in direct obligations of the United States of
     America or any agency thereof or obligations guaranteed by the United
     States of America or any agency thereof,

          (2) investments in time deposit accounts, bankers' acceptances,
     certificates of deposit and money market deposits maturing within one year
     of the date of acquisition thereof issued by a bank or trust company which
     is organized under the laws of the United States of America, any State
     thereof or any foreign country recognized by the


                                       24



     United States of America, and which bank or trust company has capital,
     surplus and undivided profits aggregating in excess of $50,000,000 (or the
     foreign currency equivalent thereof) and has outstanding debt that is rated
     "A" (or such similar equivalent rating) or higher by at least one
     nationally recognized statistical rating organization (as defined in Rule
     436 under the Securities Act) or any money-market fund sponsored by a
     registered broker-dealer or mutual fund distributor,

          (3) repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clause (1) above and
     clauses (4) and (5) below entered into with a bank meeting the
     qualifications described in clause (2) above,

          (4) investments in commercial paper, maturing not more than one year
     from the date of creation thereof, issued by a corporation (other than an
     Affiliate of the Company) organized and in existence under the laws of the
     United States of America or any foreign country recognized by the United
     States of America with a rating at the time as of which any investment
     therein is made of "P-1" (or higher) according to Moody's Investors
     Service, Inc. or "A-1" (or higher) according to Standard and Poor's Ratings
     Group

          (5) investments in securities with maturities of one year or less from
     the date of acquisition issued or fully guaranteed by any state,
     commonwealth or territory of the United States of America, or by any
     political subdivision or taxing authority thereof, and rated at least "A"
     by Standard & Poor's Ratings Group or "A" by Moody's Investors Service,
     Inc., and

          (6) other short-term investments utilized by Foreign Restricted
     Subsidiaries in accordance with normal investment practices for cash
     management in investments of a type analogous to the foregoing.

     "Term Loan Facility" means the term loan facilities contained in the Credit
Agreement and any other facilities or financing arrangements that Refinances in
whole or in part any such term loan facility.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.ss.ss.77aaa77bbbb) as
in effect on the date of this Indenture.

     "Transactions" shall mean, collectively, the following transactions to
occur on or prior to the Issue Date: (a) the consummation of the Merger, (b) the
execution and delivery of the Credit Agreement and the initial borrowings
thereunder, (c) the closing of the tender offer for and the receipt of the
requisite consents in connection with the consent solicitation in respect of CB
Richard's existing 8-7/8% Senior Subordinated Notes Due 2006, (d) the Cash
Equity Contribution and (e) the payment of all fees and expenses then due and
owing that are required to be paid on or prior to the Issue Date in connection
with the offering of the Securities.

     "Trustee" means the party named as such in this Indenture until a successor
replaces it and, thereafter, means the successor.


                                       25



     "Trust Officer" means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

     "Uniform Commercial Code" means the New York Uniform Commercial Code as in
effect from time to time.

     "Unrestricted Subsidiary" means:

          (1) any Subsidiary of the Company that at the time of determination
     shall be designated an Unrestricted Subsidiary by the Board of Directors in
     the manner provided below; and

          (2) any Subsidiary of an Unrestricted Subsidiary.

     The Board of Directors may designate any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary of the Company) to be
an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
owns any Capital Stock or Indebtedness of, or holds any Lien on any property of,
the Company or any other Subsidiary of the Company that is not a Subsidiary of
the Subsidiary to be so designated; PROVIDED, HOWEVER, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under Section 4.4. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED, HOWEVER, that immediately
after giving effect to such designation (A) the Company could Incur $1.00 of
additional Indebtedness under Section 4.3(a) and (B) no Default shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

     "U.S. Dollar Equivalent" means with respect to any monetary amount in a
currency other than U.S. dollars, at any time for determination thereof, the
amount of U.S. dollars obtained by converting such foreign currency involved in
such computation into U.S. dollars at the spot rate for the purchase of U.S.
dollars with the applicable foreign currency as published in The Wall Street
Journal in the "Exchange Rates" column under the heading "Currency Trading" on
the date two Business Days prior to such determination.

     Except as described in Section 4.3, whenever it is necessary to determine
whether the Company has complied with any covenant in this Indenture or a
Default has occurred and an amount is expressed in a currency other than U.S.
dollars, such amount will be treated as the U.S. Dollar Equivalent determined as
of the date such amount is initially determined in such currency.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.

     "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without


                                       26



regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.

     "Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares and other than shares of
Capital Stock of CB Richard issuable upon exercise of employee stock options
outstanding on the Issue Date) is owned by the Company or one or more Wholly
Owned Subsidiaries.

     SECTION 1.2 OTHER DEFINITIONS.



                                 TERM                              Defined in
                                                                   SECTION
                                                                
        "Affiliate Transaction"............................          4.7
        "Bankruptcy Law"...................................          6.1
        "Change of Control Offer"..........................          4.9(b)
        "covenant defeasance option".......................          8.1(b)
        "Custodian"........................................          6.1
        "Event of Default".................................          6.1
        "legal defeasance option"..........................          8.1(b)
        "Legal Holiday"....................................          10.8
        "Offer"............................................          4.6(b)
        "Offer Amount".....................................          4.6(c)(2)
        "Offer Period".....................................          4.6(c)(2)
        "Paying Agent".....................................          2.3
        "Purchase Date"....................................          4.6(c)(1)
        "Registrar"........................................          2.3
        "Successor Company"................................          5.1


     SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

     "Commission" means the SEC;

     "indenture securities" means the Securities;

     "indenture security holder" means a Securityholder;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.


                                       27



     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

     SECTION 1.4 RULES OF CONSTRUCTION. Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (3) "or" is not exclusive;

          (4) "including" means including without limitation;

          (5) words in the singular include the plural and words in the plural
     include the singular;

          (6) unsecured Indebtedness shall not be deemed to be subordinate or
     junior to Secured Indebtedness merely by virtue of its nature as unsecured
     Indebtedness;

          (7) the principal amount of any Preferred Stock shall be (i) the
     maximum liquidation value of such Preferred Stock or (ii) the maximum
     mandatory redemption or mandatory repurchase price with respect to such
     Preferred Stock, whichever is greater; and

          (8) all references to the date the Securities were originally issued
     shall refer to the Issue Date.

                                   ARTICLE 2
                                 THE SECURITIES

     SECTION 2.1 FORM AND DATING. The Exchange Securities, the Private Exchange
Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). Each Security
shall be dated the date of its authentication. The terms of the Securities set
forth in the Appendix and Exhibit A are part of the terms of this Indenture.

     SECTION 2.2 EXECUTION AND AUTHENTICATION. One Officer shall sign the
Securities for the Company by manual or facsimile signature.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Trustee authenticates the Security, the Security shall be valid
nevertheless.


                                       28



     A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

     The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate the Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

     SECTION 2.3 REGISTRAR AND PAYING AGENT. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "REGISTRAR") and an office or agency where Securities may
be presented for payment (the "PAYING AGENT"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The
Company or any Wholly Owned Subsidiary incorporated or organized within The
United States of America may act as Paying Agent, Registrar, co-registrar or
transfer agent.

     The Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securities.

     SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST. Prior to each due date of
the principal and interest on any Security, the Company shall deposit with the
Paying Agent a sum sufficient to pay such principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

     SECTION 2.5 SECURITYHOLDER LISTS. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Securityholders. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least five Business Days
before each interest payment date and at such other times as


                                       29



the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

     SECTION 2.6 TRANSFER AND EXCHANGE. The Securities shall be issued in
registered form and shall be transferable only upon the surrender of a Security
for registration of transfer. When a Security is presented to the Registrar or a
co-registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of this Indenture and Section
8-401(a) of the Uniform Commercial Code are met. When Securities are presented
to the Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met.

     SECTION 2.7 REPLACEMENT SECURITIES. If a mutilated Security is surrendered
to the Registrar or if the Holder of a Security claims that the Security has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security if the requirements of Section
8-405 of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the
Company, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent, the Registrar and any co-registrar from any loss which any of them may
suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

     Every replacement Security is an additional obligation of the Company.

     SECTION 2.8 OUTSTANDING SECURITIES. Securities outstanding at any time are
all Securities authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation and those described in this Section as
not outstanding. A Security does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Security.

     If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

     If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Securities (or
portions thereof) to be redeemed or maturing, as the case may be, and the Paying
Agent is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.

     SECTION 2.9 TEMPORARY SECURITIES. Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.


                                       30



     SECTION 2.10 CANCELLATION. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancellation.

     SECTION 2.11 DEFAULTED INTEREST. If the Company defaults in a payment of
interest on the Securities, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner.
The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

     SECTION 2.12 CUSIP NUMBERS. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; PROVIDED,
HOWEVER, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

     SECTION 2.13 ISSUANCE OF ADDITIONAL SECURITIES. The Company shall be
entitled, subject, in the case of Additional Securities other than Additional
Securities issued as PIK Interest, to its compliance with Section 4.3, to issue
Additional Securities under this Indenture which shall have identical terms as
the Initial Securities issued on the Issue Date, other than with respect to the
date of issuance and, in the case of Additional Securities other than Additional
Securities issued as PIK Interest, issue price. The Initial Securities issued on
the Issue Date, any Additional Securities and all Exchange Securities or Private
Exchange Securities issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture.

     With respect to any Additional Securities (other than Additional Securities
issued as PIK Interest), the Company shall set forth in a resolution of the
Board of Directors and an Officers' Certificate, a copy of each which shall be
delivered to the Trustee, the following information:

          (1) the aggregate principal amount of such Additional Securities to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price, the issue date and the CUSIP number of such
     Additional Securities; PROVIDED, HOWEVER, that no Additional Securities may
     be issued at a price that would cause such Additional Securities to have
     "original issue discount" within the meaning of Section 1273 of the Code
     (unless then applicable regulations under the Code


                                       31



     would treat the outstanding Securities and the Additional Securities
     as part of the same issue); and

          (3) whether such Additional Securities shall be Transfer Restricted
     Securities and issued in the form of Initial Securities as set forth in the
     Appendix to this Indenture or shall be issued in the form of Exchange
     Securities as set forth in Exhibit A.

     With respect to any Additional Securities issued as PIK Interest in
accordance with paragraph 1 of the Securities, the Company shall deliver to the
Trustee:

          (1) no later than the record date for the relevant interest payment
     date, a written notice setting forth the extent to which such interest
     payment will be made in the form of PIK Interest; and

          (2) no later than one Business Day prior to the relevant interest
     payment date, an order to authenticate and deliver such Additional
     Securities.

     Any Additional Securities issued as PIK Interest shall, after being
executed and authenticated pursuant to Section 2.2, be (i) delivered by the
Trustee to the Securityholders as of the relevant record date at such
Securityholders' registered address if the Securities are then held in the form
of certificated Securities in accordance with Section 2.4 of the Rule 144A/IAI
Appendix hereto and (ii) be deposited with or on behalf of DTC for the benefit
of the beneficial owners of the Securities as of the relevant record date, as
applicable.

                                   ARTICLE 3
                                   REDEMPTION

     SECTION 3.1 NOTICES TO TRUSTEE. If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities or is required to redeem Securities
pursuant to paragraph 6 of the Securities, it shall notify the Trustee in
writing of the redemption date, the principal amount of Securities to be
redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

     If the Company is required to redeem Securities pursuant to paragraph 6 of
the Securities, it may reduce the accreted value of Securities required to be
redeemed to the extent it is permitted a credit by the terms of the Securities
and it notifies the Trustee of the amount of the credit and the basis for it. If
the reduction is based on a credit for redeemed or canceled Securities that the
Company has not previously delivered to the Trustee for cancellation, it shall
deliver such Securities with the notice.

     The Company shall give each notice to the Trustee provided for in this
Section at least 60 days before the redemption date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

     SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED. If fewer than all the
Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by a method that complies with applicable legal
and securities exchange requirements,


                                       32



if any, and that the Trustee in its sole discretion shall deem to be fair and
appropriate and in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them the
Trustee selects shall be in principal amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

     SECTION 3.3 NOTICE OF REDEMPTION. At least 30 days but not more than 60
days before a date for redemption of Securities (except in the case of a
redemption pursuant to paragraph 6 of the Securities, in which case, the notice
shall be mailed within the time period specified in such paragraph), the Company
shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at such Holder's registered address.

     The notice shall identify the Securities to be redeemed and shall state:

          (1) the redemption date;

          (2) the redemption price;

          (3) the name and address of the Paying Agent;

          (4) that Securities called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;

          (5) if fewer than all the outstanding Securities are to be redeemed,
     the identification and principal amounts of the particular Securities to be
     redeemed;

          (6) that, unless the Company defaults in making such redemption
     payment or the Paying Agent is prohibited from making such payment pursuant
     to the terms of this Indenture, interest on Securities (or portion thereof)
     called for redemption ceases to accrue on and after the redemption date;

          (7) the paragraph of the Securities pursuant to which the Securities
     called for redemption are being redeemed; and

          (8) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the
     Securities.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense. In such event, the Company
shall provide the Trustee with the information required by this Section.

     SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is
mailed, Securities called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Securities shall


                                       33



be paid at the redemption price stated in the notice, plus accrued interest to
the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date).
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder. Once notice of a
redemption pursuant to paragraph 6 of the Securities is mailed, the Company
shall be entitled to redeem the Securities pursuant to such paragraph at the
redemption price provided for therein notwithstanding the occurrence of an Event
of Default after the mailing date of such notice.

     SECTION 3.5 DEPOSIT OF REDEMPTION PRICE. Prior to the redemption date, the
Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the redemption price of and accrued interest on all Securities to be redeemed on
that date other than Securities or portions of Securities called for redemption
which have been delivered by the Company to the Trustee for cancellation.

     SECTION 3.6 SECURITIES REDEEMED IN PART. Upon surrender of a Security that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company's expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4
                                   COVENANTS

     Following the first day that (a) the ratings assigned to the Securities by
both of the Rating Agencies are Investment Grade Ratings and (b) no Default has
occurred and is continuing under this Indenture (and notwithstanding that the
Company may later cease to have an Investment Grade Rating from either or both
Rating Agencies or default under this Indenture), the Company and its Restricted
Subsidiaries shall not be subject to Sections 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8.

     SECTION 4.1 PAYMENT OF SECURITIES. The Company shall promptly pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money or PIK Interest sufficient
to pay all principal and interest then due and the Trustee or the Paying Agent,
as the case may be, is not prohibited from paying such money or PIK Interest to
the Securityholders on that date pursuant to the terms of this Indenture.

     The Company shall pay interest on overdue principal at the rate specified
therefor in the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

     SECTION 4.2 SEC REPORTS. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide the Trustee and
Securityholders within 15 days after it files them with the SEC with such annual
reports and such information, documents and other reports as are specified in
Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to such Sections, such information, documents and other reports to be so
filed with the


                                       34



SEC at the times specified for the filings of such information, documents and
reports under such Sections PROVIDED, HOWEVER, that the Company shall not be so
obligated to file such reports with the SEC if the SEC does not permit such
filing, in which event the Company will make available such information to the
Trustee and Securityholders within 15 days after the time the Company would be
required to file such information with the SEC if it were subject to Section 13
or 15(d) of the Exchange Act.

     In addition, the Company shall furnish to the Holder of the Securities and
to prospective investors, upon the requests of such Holders, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so
long any Securities are not freely transferable under the Securities Act. The
Company also shall comply with the other provisions of TIA ss. 314(a).

     SECTION 4.3 LIMITATION ON INDEBTEDNESS. (a) The Company shall not, and
shall not permit any Restricted Subsidiary to, Incur, directly or indirectly,
any Indebtedness; PROVIDED, HOWEVER, that the Company and its Restricted
Subsidiaries shall be entitled to Incur Indebtedness if, on the date of such
Incurrence and after giving effect thereto, no Default has occurred and is
continuing and the Consolidated Coverage Ratio exceeds 2.25 to 1 if such
Indebtedness is Incurred prior to June 1, 2003 or 2.5 to 1 if such Indebtedness
is Incurred thereafter.

          (b) Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries shall be entitled to Incur any or all of the following
Indebtedness:

          (1) Indebtedness Incurred pursuant to any Revolving Credit Facility;
     provided, however, that, immediately after giving effect to any such
     Incurrence, the aggregate principal amount of all Indebtedness Incurred
     under this clause (1) and then outstanding does not exceed the greater of
     (A) $100.0 million less the sum of all principal payments with respect to
     such Indebtedness pursuant to Section 4.6(a)(3)(A) and (B) 80% of the book
     value of the accounts receivable of CB Richard and its Restricted
     Subsidiaries;

          (2) Indebtedness Incurred pursuant to any Term Loan Facility;
     PROVIDED, HOWEVER, that, after giving effect to any such Incurrence, the
     aggregate principal amount of all Indebtedness Incurred under this clause
     (2) and then outstanding does not exceed $225.0 million less the aggregate
     sum of all principal payments actually made from time to time after the
     Issue Date with respect to such Indebtedness (other than principal payments
     made from Refinancings thereof);

          (3) Indebtedness owed to and held by the Company or a Restricted
     Subsidiary; PROVIDED, HOWEVER, that (A) any subsequent issuance or transfer
     of any Capital Stock which results in any such Restricted Subsidiary
     ceasing to be a Restricted Subsidiary or any subsequent transfer of such
     Indebtedness (other than to the Company or a Restricted Subsidiary) shall
     be deemed, in each case, to constitute the Incurrence of such Indebtedness
     by the obligor thereon and (B) if the Company is the obligor on such
     Indebtedness, such Indebtedness is expressly subordinated to the prior
     payment in full in cash of all obligations with respect to the Securities;


                                       35



          (4) the Securities and the Exchange Securities (other than any
     Additional Securities (except Additional Securities issued as PIK
     Interest));

          (5) Indebtedness of the Company and its Restricted Subsidiaries
     outstanding on the Issue Date (after giving effect to the Transactions)
     (other than Indebtedness described in clause (1), (2), (3) or (4) of this
     Section 4.3(b));

          (6) Indebtedness of a Restricted Subsidiary Incurred and outstanding
     on or prior to the date on which such Subsidiary was acquired by the
     Company or any of its Restricted Subsidiaries (other than Indebtedness
     Incurred in connection with, or to provide all or any portion of the funds
     or credit support utilized to consummate, the transaction or series of
     related transactions pursuant to which such Subsidiary became a Subsidiary
     or was acquired by the Company or any of its Restricted Subsidiaries);
     PROVIDED, HOWEVER, that on the date of such acquisition and after giving
     effect thereto, the aggregate principal amount of all Indebtedness Incurred
     pursuant to this clause (6) and then outstanding does not exceed $10.0
     million;

          (7) Refinancing Indebtedness in respect of Indebtedness Incurred
     pursuant to Section 4.3(a) or pursuant to clause (4), (5) or (6) of this
     Section 4.3(b) or this clause (7); PROVIDED, HOWEVER, that to the extent
     such Refinancing Indebtedness directly or indirectly Refinances
     Indebtedness of a Subsidiary Incurred pursuant to clause (6), such
     Refinancing Indebtedness shall be Incurred only by such Subsidiary;

          (8) Hedging Obligations entered into in the ordinary course of
     business and not for the purpose of speculation;

          (9) obligations in respect of letters of credit, performance, bid and
     surety bonds, completion guarantees, payment obligations in connection with
     self-insurance or similar requirements provided by the Company or any
     Restricted Subsidiary in the ordinary course of business;

          (10) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business; PROVIDED, HOWEVER,
     that such Indebtedness is extinguished within five Business Days of its
     Incurrence;

          (11) any Guarantee (including the Subsidiary Guaranties) by the
     Company or a Restricted Subsidiary of Indebtedness or other obligations of
     the Company or any of its Restricted Subsidiaries so long as the Incurrence
     of such Indebtedness by the Company or such Restricted Subsidiary is
     permitted under the terms of this Indenture (other than Indebtedness
     Incurred pursuant to clause (6) above);

          (12) Indebtedness arising from agreements providing for
     indemnification, adjustment of purchase price or similar obligations, in
     each case, incurred or assumed in connection with the acquisition or
     disposition of any business, assets or a Subsidiary; PROVIDED, HOWEVER that
     (A) such Indebtedness is not reflected on the balance sheet of the Company
     or any Restricted Subsidiary (contingent obligations referred to in a
     footnote or footnotes to financial statements and not otherwise reflected
     on the balance sheet will not


                                       36



     be deemed to be reflected on such balance sheet for purposes of this
     clause (A)) and (B) in the case of a disposition, the maximum liability in
     respect of such Indebtedness shall at no time exceed the gross proceeds
     including non-cash proceeds (the fair market value of such non-cash
     proceeds being determined at the time received and without giving effect to
     any subsequent changes in value) actually received by the Company or such
     Restricted Subsidiary in connection with such disposition;

          (13) Melody Permitted Indebtedness;

          (14) Purchase Money Indebtedness Incurred to finance the acquisition
     by the Company or any Restricted Subsidiary of any fixed or capital assets
     in the ordinary course of business in an aggregate principal amount which,
     when taken together with all other Indebtedness Incurred pursuant to this
     clause (14) and then outstanding, does not exceed $10.0 million;

          (15) Indebtedness of Foreign Restricted Subsidiaries in an aggregate
     principal amount which, when taken together with all other Indebtedness of
     Foreign Restricted Subsidiaries Incurred pursuant to this clause (15) and
     then outstanding, does not exceed $15.0 million; and

          (16) Indebtedness of the Company or any Restricted Subsidiary in an
     aggregate principal amount which, when taken together with all other
     Indebtedness of the Company and the Restricted Subsidiaries outstanding on
     the date of such Incurrence (other than Indebtedness permitted by clauses
     (1) through (15) of this Section 4.3(b) or Section 4.3(a)), does not exceed
     $30.0 million.

          (c)   Notwithstanding the foregoing, (i) the Company will not Incur
any Indebtedness pursuant to Section 4.3(b) if the proceeds thereof are used,
directly or indirectly, to Refinance any Subordinated Obligations of the Company
unless such Indebtedness shall be subordinated to the Securities to at least the
same extent as such Subordinated Obligations and (ii) no Restricted Subsidiary
will Incur any Indebtedness pursuant to the foregoing paragraph (b) if the
proceeds thereof are used, directly or indirectly, to Refinance Indebtedness of
the Company.

          (d)    For purposes of determining compliance with this Section 4.3,
(1) in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness described herein, the Company, in its sole
discretion, shall classify such item of Indebtedness at the time of Incurrence
and only be required to include the amount and type of such Indebtedness in one
of the above clauses (provided that any Indebtedness originally classified as
Incurred pursuant to clause (b)(16) above may later be reclassified as having
been Incurred pursuant to paragraph (a) above to the extent that such
reclassified Indebtedness could be Incurred pursuant to paragraph (a) above at
the time of such reclassification) and (2) the Company shall be entitled to
divide and classify an item of Indebtedness in more than one of the types of
Indebtedness described herein.

     For purposes of determining compliance with any U.S. dollar restriction on
the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in
a different


                                       37



currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent
determined on the date of the Incurrence of such Indebtedness, PROVIDED,
HOWEVER, that if any such Indebtedness denominated in a different currency is
subject to a Currency Agreement with respect to U.S. dollars covering all
principal, premium, if any, and interest payable on such Indebtedness, the
amount of such Indebtedness expressed in U.S. dollars will be as provided in
such Currency Agreement. The principal amount of any Refinancing Indebtedness
Incurred in the same currency as the Indebtedness being Refinanced will be the
U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that
(1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in
which case the Refinancing Indebtedness will be determined in accordance with
the preceding sentence, and (2) the principal amount of the Refinancing
Indebtedness exceeds the principal amount of the Indebtedness being Refinanced,
in which case the U.S. Dollar Equivalent of such excess will be determined on
the date such Refinancing Indebtedness is Incurred.

     SECTION 4.4 LIMITATION ON RESTRICTED PAYMENTS. (a) The Company shall not,
and shall not permit any Restricted Subsidiary, directly or indirectly, to make
a Restricted Payment if at the time the Company or such Restricted Subsidiary
makes such Restricted Payment:

          (1) a Default shall have occurred and be continuing (or would result
     therefrom);

          (2) the Company is not entitled to Incur an additional $1.00 of
     Indebtedness under Section 4.3(a); or

          (3) the aggregate amount of such Restricted Payment and all other
     Restricted Payments since the Issue Date would exceed the sum of (without
     duplication):

               (A) 50% of the Consolidated Net Income accrued during the period
          (treated as one accounting period) from the Issue Date to the end of
          the most recent fiscal quarter ended for which internal financial
          statements are available prior to the date of such Restricted Payment
          (or, in case such Consolidated Net Income shall be a deficit, minus
          100% of such deficit); PLUS

               (B) 100% of the aggregate Net Cash Proceeds received by the
          Company from the issuance or sale of its Capital Stock (other than
          Disqualified Stock) subsequent to the Issue Date (other than an
          issuance or sale to a Subsidiary of the Company and other than an
          issuance or sale to an employee stock ownership plan or to a trust
          established by the Company or any of its Subsidiaries for the benefit
          of their employees) and 100% of any cash capital contribution received
          by the Company from its shareholders subsequent to the Issue Date;
          PLUS

               (C) the amount by which Indebtedness of the Company is reduced on
          the Company's or CB Richard's balance sheet upon the conversion or
          exchange (other than by a Subsidiary of the Company) subsequent to the
          Issue Date of any Indebtedness of the Company or CB Richard
          convertible or exchangeable for Capital Stock (other than Disqualified
          Stock) of the Company or CB Richard (less


                                       38



          the amount of any cash, or the fair value of any other property,
          distributed by the Company or CB Richard upon such conversion or
          exchange); PLUS

               (D) an amount equal to the sum of (x) the net reduction in the
          Investments (other than Permitted Investments) made by the Company or
          any Restricted Subsidiary in any Person resulting from repurchases,
          repayments or redemptions of such Investments by such Person, proceeds
          realized on the sale of such Investment and proceeds representing the
          return of capital (excluding dividends and distributions), in each
          case received by the Company or any Restricted Subsidiary and (y) to
          the extent such Person is an Unrestricted Subsidiary, the portion
          (proportionate to the Company's equity interest in such Subsidiary) of
          the fair market value of the net assets of such Unrestricted
          Subsidiary at the time such Unrestricted Subsidiary is designated a
          Restricted Subsidiary; PROVIDED, HOWEVER, that the foregoing sum shall
          not exceed, in the case of any such Person or Unrestricted Subsidiary,
          the amount of Investments (excluding Permitted Investments) previously
          made (and treated as a Restricted Payment) by the Company or any
          Restricted Subsidiary in such Person or Unrestricted Subsidiary.

          (b)     The provisions of Section 4.4(a) shall not prohibit:

          (1) any Restricted Payment made out of the Net Cash Proceeds of the
     substantially concurrent sale of, or made by exchange for, Capital Stock of
     the Company (other than Disqualified Stock and other than Capital Stock
     issued or sold to a Subsidiary of the Company or an employee stock
     ownership plan or to a trust established by the Company or any of its
     Subsidiaries for the benefit of their employees) or a substantially
     concurrent cash capital contribution received by the Company from its
     shareholders; PROVIDED, HOWEVER, that (A) such Restricted Payment shall be
     excluded in the calculation of the amount of Restricted Payments and (B)
     the Net Cash Proceeds from such sale or such cash capital contribution (to
     the extent so used for such Restricted Payment) shall be excluded from the
     calculation of amounts under Section 4.4(a)(3)(B);

          (2) any purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value of Subordinated Obligations of the
     Company or a Restricted Subsidiary made by exchange for, or out of the
     proceeds of the substantially concurrent sale of, Indebtedness which is
     permitted to be Incurred pursuant to Section 4.3; PROVIDED, HOWEVER, that
     such purchase, repurchase, redemption, defeasance or other acquisition or
     retirement for value shall be excluded in the calculation of the amount of
     Restricted Payments;

          (3) dividends paid within 60 days after the date of declaration
     thereof if at such date of declaration such dividend would have complied
     with this Section 4.4; PROVIDED, HOWEVER, that such dividend shall be
     included in the calculation of the amount of Restricted Payments;


                                       39



          (4) repurchases of Capital Stock of the Company required under CB
     Richard's 401(k) plan as it existed as of the Issue Date; PROVIDED,
     HOWEVER, that such repurchases shall be excluded from the calculation of
     the amount of Restricted Payments;

          (5) so long as, in the case of clause (I) below, no Default has
     occurred and is continuing, the repurchase or other acquisition of shares
     of Capital Stock of the Company or any of the Company's Subsidiaries from
     employees (including substantially fulltime independent contractors),
     former employees, directors, former directors or consultants of the Company
     or any of its Subsidiaries (or permitted transferees of such employees,
     former employees, directors, former directors or consultants): (I) pursuant
     to the terms of the agreements (including employment agreements)or plans
     (or amendments thereto)approved by the Board of Directors under which such
     individuals purchase or sell or are granted the option to purchase or sell,
     shares of such Capital Stock; PROVIDED, HOWEVER, that the aggregate amount
     of such repurchases and other acquisitions shall not exceed the sum of (A)
     $5.0 million, (B) the Net Cash Proceeds from the sale of Capital Stock to
     members of management, consultants or directors of the Company and its
     Subsidiaries that occurs after the Issue Date (to the extent the Net Cash
     Proceeds from the sale of such Capital Stock have not otherwise been
     applied to the payment of Restricted Payments by virtue of clause (3)(B) of
     paragraph (a) above) and (C) the cash proceeds of any "key man" life
     insurance policies that are used to make such repurchases or (II) in
     connection with the cancellation of Indebtedness owed to the Company or any
     of its Restricted Subsidiaries, the proceeds of such Indebtedness was used
     to purchase shares of Capital Stock of the Company; PROVIDED FURTHER,
     HOWEVER, that (x) such repurchases and other acquisitions shall be excluded
     in the calculation of the amount of Restricted Payments and (y) the Net
     Cash Proceeds from such sale shall be excluded from the calculation of
     amounts under clause (3)(B) of paragraph (a) above;

          (6) Investments made by Melody in connection with the Melody Loan
     Arbitrage Facility or the Melody Mortgage Warehousing Facility; PROVIDED,
     HOWEVER, that such Investments shall be excluded in the calculation of the
     amount of Restricted Payments;

          (7) payments required pursuant to the terms of the Merger Agreement to
     consummate the Merger; PROVIDED, HOWEVER, that such payments shall be
     excluded in the calculation of the amount of Restricted Payments;

          (8) Restricted Payments in an aggregate amount which, when taken
     together with all Restricted Payments made pursuant to this clause (8)
     which have not been repaid, does not exceed $20.0 million; PROVIDED,
     HOWEVER, that (A) at the time of such Restricted Payments, no Default shall
     have occurred and be continuing (or result therefrom) and (B) such
     Restricted Payments shall be excluded in the calculation of the amount of
     Restricted Payments.

     SECTION 4.5 LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES. The Company shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions


                                       40



on its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) make any loans or advances to the Company
or (c) transfer any of its property or assets to the Company, except:

          (1) with respect to clauses (a), (b) and (c),

               (A) any encumbrance or restriction pursuant to an agreement of CB
          Richard or any of its Subsidiaries in effect at or entered into on the
          Issue Date;

               (B) any encumbrance or restriction contained in the terms of any
          Indebtedness Incurred pursuant to Section 4.3(b)(15) or any agreement
          pursuant to which such Indebtedness was issued if (x) either (i) the
          encumbrance or restriction applies only in the event of and during the
          continuance of a payment default or a default with respect to a
          financial covenant contained in such Indebtedness or agreement or (ii)
          the Company determines at the time any such Indebtedness is Incurred
          (and at the time of any modification of the terms of any such
          encumbrance or restriction) that any such encumbrance or restriction
          will not materially affect the Company's ability to make principal or
          interest payments on the Securities and (y) the encumbrance or
          restriction is not materially more disadvantageous to the Holders than
          is customary in comparable financings or agreements (as determined by
          the Board of Directors in good faith);

               (C) any encumbrance or restriction with respect to a Restricted
          Subsidiary pursuant to an agreement relating to any Indebtedness
          Incurred by such Restricted Subsidiary on or prior to the date on
          which such Restricted Subsidiary was acquired by the Company or any of
          its Restricted Subsidiaries (other than Indebtedness Incurred as
          consideration in, or to provide all or any portion of the funds or
          credit support utilized to consummate, the transaction or series of
          related transactions pursuant to which such Restricted Subsidiary
          became a Restricted Subsidiary or was acquired by the Company or any
          of its Restricted Subsidiaries) and outstanding on such date;

               (D) any encumbrance or restriction pursuant to an agreement
          effecting a Refinancing of Indebtedness Incurred pursuant to an
          agreement referred to in Section 4.5(1) (A), (B) or (C) or this clause
          (D) or contained in any amendment to an agreement referred to in
          Section 4.5(1)(A), (B) or (C) or this clause (D); PROVIDED, HOWEVER,
          that the encumbrances and restrictions with respect to such Restricted
          Subsidiary contained in any such refinancing agreement or amendment
          are no less favorable to the Securityholders than encumbrances and
          restrictions with respect to such Restricted Subsidiary contained in
          such predecessor agreements; and

               (E) any encumbrance or restriction pursuant to applicable law;
          and

          (2) with respect to clause (c) only,


                                       41



               (A) any such encumbrance or restriction consisting of customary
          non-assignment provisions in leases governing leasehold interests to
          the extent such provisions restrict the transfer of the lease or the
          property leased thereunder;

               (B) restrictions contained in security agreements or mortgages
          securing Indebtedness of a Restricted Subsidiary to the extent such
          restrictions restrict the transfer of the property subject to such
          security agreements or mortgages;

               (C) restrictions on the transfer of assets subject to any Lien
          permitted under this Indenture imposed by the holder of such Lien; and

               (D) any restriction with respect to a Restricted Subsidiary
          imposed pursuant to an agreement entered into for the sale or
          disposition of all or substantially all the Capital Stock or assets of
          such Restricted Subsidiary pending the closing of such sale or
          disposition.

     SECTION 4.6 LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, consummate any Asset Disposition unless: (1) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset
Disposition at least equal to the fair market value (including as to the value
of all non-cash consideration), as determined in good faith by the Board of
Directors, of the shares and assets subject to such Asset Disposition; (2) at
least 80% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may be) (A)
FIRST, to the extent the Company elects (or is required by the terms of any
Indebtedness), to prepay, repay, redeem or purchase Indebtedness (other than any
Disqualified Stock) of CB Richard or any Wholly Owned Subsidiary (in each case
other than Indebtedness owed to the Company or an Affiliate of the Company)
within fifteen months from the later of the date of such Asset Disposition or
the receipt of such Net Available Cash; (B) SECOND, to the extent of the balance
of such Net Available Cash after application in accordance with clause (A), to
the extent the Company elects, to acquire Additional Assets within one year from
the later of the date of such Asset Disposition or the receipt of such Net
Available Cash; and (C) THIRD, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (A) and (B), to make
an Offer to the holders of the Securities (and to holders of other
unsubordinated Indebtedness of the Company designated by the Company) to
purchase Securities (and such other unsubordinated Indebtedness of the Company)
pursuant to and subject to the conditions of Section 4.6(b); PROVIDED, HOWEVER,
that in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary
shall permanently retire such Indebtedness and shall cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing
provisions of this Section 4.6, the Company and the Restricted Subsidiaries
shall not be required to apply any Net Available Cash in accordance with this
Section 4.6(a) except to the extent that the aggregate Net Available Cash from
all Asset Dispositions which is not applied in accordance with this Section
4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant
to this Section 4.6(a), such


                                       42



Net Available Cash shall be invested in Temporary Cash Investments or applied to
temporarily reduce revolving credit indebtedness.

     For the purposes of this Section 4.6(a), the following are deemed to be
cash or cash equivalents: (1) the assumption of Indebtedness of the Company or
any Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition and (2) securities received by the Company or any Restricted
Subsidiary from the transferee that are promptly converted by the Company or
such Restricted Subsidiary into cash.

          (b) In the event of an Asset Disposition that requires the purchase of
Securities (and other unsubordinated Indebtedness of the Company) pursuant to
Section 4.6(a)(3)(C), the Company shall purchase Securities tendered pursuant to
an offer by the Company for the Securities (and such other unsubordinated
Indebtedness of the Company) (the "OFFER") at a purchase price of 100% of their
principal amount (or, in the event such other unsubordinated Indebtedness of the
Company was issued with significant original issue discount, 100% of the
accreted value thereof) without premium, plus accrued but unpaid interest (or,
in respect of such other unsubordinated Indebtedness, such lesser price, if any,
as may be provided for by the terms of such unsubordinated Indebtedness of the
Company) in accordance with the procedures (including prorating in the event of
over-subscription) set forth in Section 4.6(c). If the aggregate purchase price
of Securities (and any other unsubordinated Indebtedness of the Company)
tendered pursuant to the Offer exceeds the Net Available Cash allotted to their
purchase, the Company shall select the Securities and other unsubordinated
Indebtedness to be purchased on a pro rata basis but in round denominations. The
Company shall not be required to make an Offer to purchase Securities (and other
unsubordinated Indebtedness of the Company) pursuant to this Section 4.6 if the
Net Available Cash available therefor is less than $10.0 million (which lesser
amount shall be carried forward for purposes of determining whether such an
Offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).

          (c) (1) Promptly, and in any event within 10 days after the Company
becomes obligated to make an Offer, the Company shall deliver to the Trustee and
send, by first-class mail to each Holder, a written notice stating that the
Holder may elect to have his Securities purchased by the Company either in whole
or in part (subject to prorating as described in Section 4.6(b) in the event the
Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at
the applicable purchase price. The notice shall specify a purchase date not less
than 30 days nor more than 60 days after the date of such notice (the "PURCHASE
DATE") and shall contain such information concerning the business of the Company
which the Company in good faith believes will enable such Holders to make an
informed decision (which at a minimum will include (A) the most recently filed
Annual Report on Form 10-K (including audited consolidated financial statements)
of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q
and any Current Report on Form 8-K of the Company filed subsequent to such
Quarterly Report, other than Current Reports describing Asset Dispositions
otherwise described in the offering materials (or corresponding successor
reports), (B) a description of material developments in the Company's business
subsequent to the date of the latest of such Reports, and (C) if material,
appropriate pro forma financial information) and all instructions and materials
necessary to tender Securities pursuant to the Offer, together with the
information contained in clause (3).


                                       43



          (2) Not later than the date upon which written notice of an Offer is
     delivered to the Trustee as provided below, the Company shall deliver to
     the Trustee an Officers' Certificate as to (A) the amount of the Offer (the
     "OFFER AMOUNT"), including information as to any other unsubordinated
     Indebtedness included in the Offer, (B) the allocation of the Net Available
     Cash from the Asset Dispositions pursuant to which such Offer is being made
     and (C) the compliance of such allocation with the provisions of Section
     4.6(a) and (b). On such date, the Company shall also irrevocably deposit
     with the Trustee or with a Paying Agent (or, if the Company is acting as
     its own Paying Agent, segregate and hold in trust) in Temporary Cash
     Investments, maturing on the last day prior to the Purchase Date or on the
     Purchase Date if funds are immediately available by open of business, an
     amount equal to the Offer Amount to be held for payment in accordance with
     the provisions of this Section. If the Offer includes other unsubordinated
     Indebtedness, the deposit described in the preceding sentence may be made
     with any other paying agent pursuant to arrangements satisfactory to the
     Trustee. Upon the expiration of the period for which the Offer remains open
     (the "OFFER PERIOD"), the Company shall deliver to the Trustee for
     cancellation the Securities or portions thereof which have been properly
     tendered to and are to be accepted by the Company. The Trustee shall, on
     the Purchase Date, mail or deliver payment (or cause the delivery of
     payment) to each tendering Holder in the amount of the purchase price. In
     the event that the aggregate purchase price of the Securities delivered by
     the Company to the Trustee is less than the Offer Amount applicable to the
     Securities, the Trustee shall deliver the excess to the Company immediately
     after the expiration of the Offer Period for application in accordance with
     this Section 4.6.

          (3) Holders electing to have a Security purchased shall be required to
     surrender the Security, with an appropriate form duly completed, to the
     Company at the address specified in the notice at least three Business Days
     prior to the Purchase Date. Holders shall be entitled to withdraw their
     election if the Trustee or the Company receives not later than one Business
     Day prior to the Purchase Date, a telex, facsimile transmission or letter
     setting forth the name of the Holder, the principal amount of the Security
     which was delivered for purchase by the Holder and a statement that such
     Holder is withdrawing his election to have such Security purchased. Holders
     whose Securities are purchased only in part shall be issued new Securities
     equal in principal amount to the unpurchased portion of the Securities
     surrendered.

          (4) At the time the Company delivers Securities to the Trustee which
     are to be accepted for purchase, the Company shall also deliver an
     Officers' Certificate stating that such Securities are to be accepted by
     the Company pursuant to and in accordance with the terms of this Section. A
     Security shall be deemed to have been accepted for purchase at the time the
     Trustee, directly or through an agent, mails or delivers payment therefor
     to the surrendering Holder.

          (d)    The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the purchase of Securities pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be


                                       44



deemed to have breached its obligations under this Section by virtue of its
compliance with such securities laws or regulations.

     SECTION 4.7 LIMITATION ON AFFILIATE TRANSACTIONS. (a) The Company shall
not, and shall not permit any Restricted Subsidiary to, enter into or permit to
exist any transaction (including the purchase, sale, lease or exchange of any
property, employee compensation arrangements or the rendering of any service)
with, or for the benefit of, any Affiliate of the Company (an "AFFILIATE
TRANSACTION") unless (1) the terms thereof are no less favorable to the Company
or such Restricted Subsidiary than those that could be obtained at the time of
such Affiliate Transaction in arm's-length dealings with a Person who is not
such an Affiliate; (2) if such Affiliate Transaction involves an amount in
excess of $2.5 million, the terms of the Affiliate Transaction are set forth in
writing and a majority of the directors of the Company disinterested with
respect to such Affiliate Transaction have determined in good faith that the
criteria set forth in clause (1) are satisfied and have approved the relevant
Affiliate Transaction as evidenced by a resolution of the Board of Directors;
and (3) if such Affiliate Transaction involves an amount in excess of $10.0
million, the Board of Directors shall also have received a written opinion from
an Independent Qualified Party to the effect that such Affiliate Transaction is
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries or is not less favorable to the Company and its Restricted
Subsidiaries than could reasonably be expected to be obtained at the time in an
arm's-length transaction with a Person who was not an Affiliate.

      (b) The provisions of Section 4.7(a) shall not prohibit (1) any Investment
(other than a Permitted Investment) or other Restricted Payment, in each case
permitted to be made pursuant to Section 4.4; (2) any issuance of securities, or
other payments, awards or grants in cash, securities or otherwise pursuant to,
or the funding of, employment arrangements, stock options and stock ownership
plans approved by the Board of Directors; (3) loans or advances to employees or
consultants in the ordinary course of business of the Company or its Restricted
Subsidiaries, but in any event not to exceed $3.0 million in the aggregate
outstanding at any one time; (4) the payment of reasonable fees and compensation
to, or the provision of employee benefit arrangements and indemnity for the
benefit of, directors, officers, employees and consultants of the Company and
its Restricted Subsidiaries in the ordinary course of business; (5) any
transaction between or among the Company, any Restricted Subsidiary or joint
venture or similar entity which would constitute an Affiliate Transaction solely
because the Company or a Restricted Subsidiary owns an equity interest in or
otherwise controls such Restricted Subsidiary, joint venture or similar entity;
(6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of
the Company; (7) the existence of, or the performance by the Company or any of
its Restricted Subsidiaries of its obligations under the terms of any
stockholders agreement (including any registration rights agreement or purchase
agreement related thereto) or warrant agreement to which it is a party as of the
Issue Date and any similar agreements which it may enter into thereafter;
PROVIDED, HOWEVER, that the existence of, or the performance by the Company or
any of its Restricted Subsidiaries of obligations under any future amendment to
any such existing agreement or under any similar agreement entered into after
the Issue Date shall only be permitted by this clause (7) to the extent that the
terms of any such amendment or new agreement are not otherwise disadvantageous
to the Holders in any material respect; (8) the payment of fees and other
expenses to be paid by the Company or any of its Subsidiaries in connection with
the Merger; (9) any agreement as in effect on the Issue Date and described in
the Offering Circular or any renewals, extensions or amendments of any such


                                       45



agreement (so long as such renewals, extensions or amendments are not less
favorable to the Company or the Restricted Subsidiaries)and the transactions
evidenced thereby; and (10) transactions with customers, clients, suppliers or
purchasers or sellers of goods or services in each case in the ordinary course
of business and otherwise in compliance with the terms of the applicable
Indenture which are fair to the Company or its Restricted Subsidiaries, in the
reasonable determination of the Board of Directors of the Company or the senior
management thereof, or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party.

      SECTION 4.8 LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES. The Company (1) shall not, and shall not permit any
Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any
Capital Stock of any Restricted Subsidiary to any Person (other than to the
Company, CB Richard or a Wholly Owned Subsidiary), and (2) shall not permit any
Restricted Subsidiary to issue any of its Capital Stock (other than, if
necessary, shares of its Capital Stock constituting directors' or other legally
required qualifying shares) to any Person (other than the Company, CB Richard or
a Wholly Owned Subsidiary) unless (A) immediately after giving effect to such
issuance, sale or other disposition, neither the Company nor any of its
Subsidiaries owns any Capital Stock of such Restricted Subsidiary or (B)
immediately after giving effect to such issuance, sale or other disposition,
such Restricted Subsidiary would no longer constitute a Restricted Subsidiary
and any Investment in such Person (other than in the case of an Exempt
Subsidiary) remaining after giving effect thereto is treated as a new Investment
by the Company and such Investment would have been permitted to be made under
Section 4.4 if made on the date of such issuance, sale or other disposition.

      SECTION 4.9 CHANGE OF CONTROL. (a) Upon the occurrence of a Change of
Control, each Holder shall have the right to require that the Company purchase
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof on the date of purchase plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the terms contemplated in Section
4.9(b). In the event that at the time of such Change of Control the terms of the
Credit Agreement prohibit the Company from making a Change of Control Offer or
from purchasing Securities pursuant thereto, then prior to the mailing of the
notice to Holders provided for in Section 4.9(b) below but in any event within
30 days following any Change of Control, the Company shall (1) repay in full all
indebtedness outstanding under the Credit Agreement offer to repay in full all
such indebtedness and repay the indebtedness of each lender who has accepted
such offer or (ii) obtain the requisite consent under the Credit Agreement to
permit the repurchase of the Securities as provided for in Section 4.9(b).

      (b) Within 30 days following any Change of Control, unless the Company has
exercised its option to redeem all the Securities pursuant to paragraph 5 of the
Securities the Company shall mail a notice to each Holder with a copy to the
Trustee (the "CHANGE OF CONTROL OFFER") stating:

            (1) that a Change of Control has occurred and that such Holder has
      the right to require the Company to purchase such Holder's Securities at a
      purchase price in cash equal to 101% of the principal amount thereof on
      the date of purchase plus accrued and


                                       46



      unpaid interest, if any, to the date of purchase (subject to the
      right of Holders of record on the relevant record date to receive interest
      on the relevant interest payment date);

            (2) the circumstances and relevant facts regarding such Change of
      Control (including information with respect to pro forma historical
      income, cash flow and capitalization, in each case after giving effect to
      such Change of Control);

            (3) the purchase date (which shall be no earlier than 30 days nor
      later than 60 days from the date such notice is mailed); and

            (4) the instructions, as determined by the Company, consistent with
      this Section, that a Holder must follow in order to have its Securities
      purchased.

      (c) Holders electing to have a Security purchased will be required to
surrender the Security, with an appropriate form duly completed, to the Company
at the address specified in the notice at least three Business Days prior to the
purchase date. Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Security which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.

      (d) On the purchase date, all Securities purchased by the Company under
this Section shall be delivered by the Company to the Trustee for cancellation,
and the Company shall pay the purchase price plus accrued and unpaid interest,
if any, to the Holders entitled thereto.

      (e) Notwithstanding the foregoing provisions of this Section, the Company
shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section
applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control Offer
or if the Company has exercised its option to redeem all the Securities pursuant
to paragraph 6 of the Securities.

      (f) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the purchase of Securities pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue of its compliance with
such securities laws or regulations.

      SECTION 4.10 LIMITATION ON LIENS. The Company will not create, incur,
assume or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, in each
case, created or acquired to secure Indebtedness of the Company, unless, except
in the case of Liens securing Indebtedness that is subordinate or junior


                                       47



in right of payment to the Securities which shall not be permitted, the
Securities are equally and ratably secured, except for:

           (a) Liens existing as of the Issue Date to the extent and in the
manner such Liens are in effect as of the Issue Date;

           (b) Liens securing the Securities and Liens securing Indebtedness
guarantees of Indebtedness under the Credit Agreement;

           (c) Liens of the Company or a Restricted Subsidiary of the Company on
assets of any Subsidiary of the Company;

           (d) Liens securing Refinancing Indebtedness which is incurred to
Refinance Indebtedness which has been secured by a Lien permitted under this
Indenture and which has been incurred in accordance with the provisions of this
Indenture; PROVIDED that such Liens (i) are no less favorable to the Holders and
are no more favorable to the lienholders with respect to such Liens than the
Liens in respect of the Indebtedness being Refinanced and (ii) do not extend to
or cover any property or assets of the Company or any of its Subsidiaries not
securing the Indebtedness so Refinanced; and

           (e) Permitted Liens.

      SECTION 4.11 CONDUCT OF BUSINESS. The Company will not, and will not
permit its Restricted Subsidiaries to, engage in any business which is not a
Related Business.

      SECTION 4.12 COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA ss. 314(a)(4).

      SECTION 4.13 PAYMENT OF ADDITIONAL INTEREST. If additional interest is
payable by the Company pursuant to the Registration Rights Agreement and
paragraph 1 of the Securities, the Company shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such additional interest
that is payable, (ii) whether and to what extent such additional interest is to
be in the form of PIK Interest, and (iii) the date on which such interest is
payable. Unless and until the Trustee receives such a certificate, the Trustee
may assume without inquiry that no Registration Default (as defined in the
Registration Rights Agreement) exists and that no additional interest is owed by
the Company. If the Company has paid additional interest directly to the persons
entitled to such interest, the Company shall deliver to the Trustee a
certificate setting forth the particulars of such payment.

      SECTION 4.14 FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                       48



                                   ARTICLE 5
                            MERGER AND CONSOLIDATION

      Following the first day that (a) the ratings assigned to the Notes by both
of the Rating Agencies are Investment Grade Ratings and (b) no Default has
occurred and is continuing under this Indenture (and notwithstanding that the
Company may later cease to have an Investment Grade Rating from either or both
Rating Agencies or default under this Indenture), the Company shall not be
subject to clause (3) of Section 5.1(a).

      SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company shall
not consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, directly or indirectly, all or
substantially all its assets to, any Person, unless:

            (1) the resulting, surviving or transferee Person (the "SUCCESSOR
      COMPANY") shall be a Person organized and existing under the laws of the
      United States of America, any State thereof or the District of Columbia
      and the Successor Company (if not the Company) shall expressly assume, by
      an indenture supplemental hereto, executed and delivered to the Trustee,
      in form reasonably satisfactory to the Trustee, all the obligations of the
      Company under the Securities and this Indenture;

            (2) immediately after giving pro forma effect to such transaction
      (and treating any Indebtedness which becomes an obligation of the
      Successor Company or any Subsidiary as a result of such transaction as
      having been Incurred by the Successor Company or such Subsidiary at the
      time of such transaction), no Default shall have occurred and be
      continuing;

            (3) immediately after giving pro forma effect to such transaction,
      the Successor Company would be able to Incur an additional $1.00 of
      Indebtedness pursuant to Section 4.3(a); and

            (4) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger or transfer and such supplemental indenture (if any)
      comply with this Indenture;

PROVIDED, HOWEVER, that clause (3) shall not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its
properties and assets to the Company or (B) the Company merging with an
Affiliate of the Company solely for the purpose and with the sole effect of
reincorporating the Company in another jurisdiction.

            The Successor Company shall be the successor to the Company and
      shall succeed to, and be substituted for, and may exercise every right and
      power of, the Company under this Indenture, and the predecessor Company,
      except in the case of a lease, shall be released from the obligation to
      pay the principal of and interest on the Securities.


                                       49



                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

            SECTION 6.1 EVENTS OF DEFAULT. An "Event of Default" occurs if:

                  (1) the Company defaults in any payment of interest on any
            Security when the same becomes due and payable and such default
            continues for a period of 30 days;

                  (2) the Company (i) defaults in the payment of the principal
            of any Security when the same becomes due and payable at its Stated
            Maturity, upon redemption, upon declaration of acceleration or
            otherwise;

                  (3) the Company fails to comply with Section 5.1;

                  (4) the Company fails to comply with Section 4.2, 4.3, 4.4,
            4.5, 4.6, 4.7, 4.8, 4.9, 4.10 or 4.11 (other than a failure to
            purchase Securities when required under Section 4.6 or 4.9) and such
            failure continues for 30 days after the notice specified below;

                  (5) the Company fails to comply with any of its agreements in
            the Securities or this Indenture (other than those referred to in
            clause (1), (2), (3) or (4) above) and such failure continues for 60
            days after the notice specified below;

                  (6) Indebtedness of the Company or any Significant Subsidiary
            is not paid within any applicable grace period after final maturity
            or is accelerated by the holders thereof because of a default and
            the total amount of such Indebtedness unpaid or accelerated exceeds
            $10.0 million, or its foreign currency equivalent at the time;

                  (7) the Company or any Significant Subsidiary pursuant to or
            within the meaning of any Bankruptcy Law:

                        (A) commences a voluntary case;

                        (B) consents to the entry of an order for relief against
                  it in an involuntary case;

                        (C) consents to the appointment of a Custodian of it or
                  for any substantial part of its property; or

                        (D) makes a general assignment for the benefit of its
                  creditors;

            or takes any comparable action under any foreign laws relating
            to insolvency;

                  (8) a court of competent jurisdiction enters an order or
            decree under any Bankruptcy Law that:

                        (A) is for relief against the Company or any Significant
                  Subsidiary in an involuntary case;


                                       50



                        (B) appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of its
                  property; or

                        (C) orders the winding up or liquidation of the Company
                  or any Significant Subsidiary;

      or any similar relief is granted under any foreign laws and the
      order or decree remains unstayed and in effect for 60 days; or

            (9) any judgment or decree for the payment of money (other than
      judgments which are covered by enforceable insurance policies issued by
      solvent carriers) in excess of $10.0 million is entered against the
      Company or any Significant Subsidiary, remains outstanding for a period of
      60 consecutive days following the entry of such judgment or decree and is
      not discharged, waived or the execution thereof stayed within 10 days
      after the notice specified below;

      The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

      The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

      A Default under clauses (4), (5) or (9) is not an Event of Default until
the Trustee or the holders of at least 25% in principal amount of the
outstanding Securities notify the Company of the Default and the Company does
not cure such Default within the time specified after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default".

      The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default under clause (6) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5) or (9), its status and what action the Company is taking or
proposes to take with respect thereto.

      SECTION 6.2 ACCELERATION. If an Event of Default (other than an Event of
Default specified in Section 6.1(7) or (8) with respect to the Company) occurs
and is continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in principal amount of the Securities by notice to the Company and the
Trustee, may declare the principal of and accrued but unpaid interest on all the
Securities to be due and payable; PROVIDED, HOWEVER, that so long as any Bank
Indebtedness remains outstanding, no such acceleration shall be effective until
the earlier of (1) five Business Days after the giving of written notice to the
Company and the administrative agent (or similar agent if there is no
administrative agent) under the Credit Agreement and (2) the day on which any
Bank Indebtedness is accelerated. Upon such a declaration, such principal and
interest shall be due and payable immediately. If an Event of Default specified
in Section 6.1(7) or (8) with respect to the Company occurs and is continuing,


                                       51



the principal of and interest on all the Securities shall IPSO FACTO become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholders. The Holders of a majority in principal
amount of the Securities by notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

      SECTION 6.3 OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

      SECTION 6.4 WAIVER OF PAST DEFAULTS. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment of the
principal of or interest on a Security (ii) a Default arising from the failure
to redeem or purchase any Security when required pursuant to this Indenture or
(iii) a Default in respect of a provision that under Section 9.2 cannot be
amended without the consent of each Securityholder affected. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

      SECTION 6.5 CONTROL BY MAJORITY. The Holders of a majority in principal
amount of the Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.1,
that the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; PROVIDED,
HOWEVER, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

      SECTION 6.6 LIMITATION ON SUITS. Except to enforce the right to receive
payment of principal, premium (if any) or interest when due, no Securityholder
may pursue any remedy with respect to this Indenture or the Securities unless:

            (1) the Holder gives to the Trustee written notice stating that an
      Event of Default is continuing;

            (2) the Holders of at least 25% in principal amount of the
      Securities make a written request to the Trustee to pursue the remedy;


                                       52



            (3) such Holder or Holders offer to the Trustee reasonable security
      or indemnity against any loss, liability or expense;

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of security or indemnity; and

            (5) the Holders of a majority in principal amount of the Securities
      do not give the Trustee a direction inconsistent with the request during
      such 60-day period.

      A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

      SECTION 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

      SECTION 6.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default specified
in Section 6.1(1) or (2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount then due and owing (together with interest on any unpaid
interest to the extent lawful) and the amounts provided for in Section 7.7.

      SECTION 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Securityholders allowed in
any judicial proceedings relative to the Company, its creditors or its property
and, unless prohibited by law or applicable regulations, may vote on behalf of
the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.7.

      SECTION 6.10 PRIORITIES. If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money or property in the
following order:

      FIRST: to the Trustee for amounts due under Section 7.7;

      SECOND: to holders of senior indebtedness of the Company as certified to
the Trustee by the Company;

      THIRD: to Securityholders for amounts due and unpaid on the Securities for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and

      FOURTH: to the Company.


                                       53



      The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section. At least 15 days before such record
date, the Company shall mail to each Securityholder and the Trustee a notice
that states the record date, the payment date and amount to be paid.

      SECTION 6.11 UNDERTAKING FOR COSTS. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in
principal amount of the Securities.

      SECTION 6.12 WAIVER OF STAY OR EXTENSION LAWS. The Company (to the extent
it may lawfully do so under applicable law) shall not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE 7
                                    TRUSTEE

      SECTION 7.1 DUTIES OF TRUSTEE. (a) If an Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

            (b) Except during the continuance of an Event of Default:

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

            (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (1) this paragraph does not limit the effect of paragraph (b) of
      this Section;


                                       54



            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Trust Officer unless it is proved that the Trustee was
      negligent in ascertaining the pertinent facts; and

            (3) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.5.

           (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

           (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

           (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

           (g) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

           (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

      SECTION 7.2 RIGHTS OF TRUSTEE. (a) The Trustee may rely on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

           (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

           (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

           (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute
willful misconduct or negligence.

           (e) The Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.


                                       55



      SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual or
any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

      SECTION 7.4 TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Indenture or
the Securities, it shall not be accountable for the Company's use of the
proceeds from the Securities, and it shall not be responsible for any statement
of the Company in this Indenture or in any document issued in connection with
the sale of the Securities or in the Securities other than the Trustee's
certificate of authentication.

      SECTION 7.5 NOTICE OF DEFAULTS. If a Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to each Securityholder
notice of the Default within 90 days after it occurs. Except in the case of a
Default in payment of principal of or interest on any Security (including
payments pursuant to the mandatory redemption provisions of such Security, if
any), the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

      SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS. As promptly as practicable
after each May 15 beginning with the May 15 following the date of this
Indenture, and in any event prior to July 15 in each year, the Trustee shall
mail to each Securityholder a brief report dated as of May 15 that complies with
TIA ss. 313(a). The Trustee also shall comply with TIA ss. 313(b).

      A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange (if any) on which the Securities
are listed. The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof.

      SECTION 7.7 COMPENSATION AND INDEMNITY. The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own willful misconduct, negligence or bad faith.


                                       56



      To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

      The Company's payment obligations pursuant to this Section shall survive
the discharge of this Indenture. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.1(7) or (8) with respect to the
Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

      SECTION 7.8 REPLACEMENT OF TRUSTEE. The Trustee may resign at any time by
so notifying the Company. The Holders of a majority in principal amount of the
Securities may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Company shall remove the Trustee if:

            (1) the Trustee fails to comply with Section 7.10;

            (2) the Trustee is adjudged bankrupt or insolvent;

            (3) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (4) the Trustee otherwise becomes incapable of acting.

      If the Trustee resigns, is removed by the Company or by the Holders of a
majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.7.

      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

      If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

      Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company's obligations under Section 7.7 shall continue for the benefit of
the retiring Trustee.


                                       57



      SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets (including the administration of the trust created by
this Indenture) to, another corporation or banking association, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

      In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.

      SECTION 7.10 ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times
satisfy the requirements of TIA ss. 310(a). The Trustee (or, in the case of a
subsidiary of a bank holding company, its corporate parent) shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
ss. 310(b); PROVIDED, HOWEVER, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

      SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA ss. 311(a), excluding any creditor relationship
listed in TIA ss. 311(b). A Trustee who has resigned or been removed shall be
subject to TIA ss. 311(a) to the extent indicated.

                                   ARTICLE 8
                       DISCHARGE OF INDENTURE; DEFEASANCE

      SECTION 8.1 DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE. (a) When (1)
the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.7) for cancellation or (2) all
outstanding Securities have become due and payable, whether at maturity or on a
redemption date as a result of the mailing of a notice of redemption pursuant to
Article 3 hereof and the Company irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.7), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 8.1(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

           (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may
terminate (1) all its obligations under the Securities and this Indenture
("legal defeasance


                                       58



option") or (2) its obligations under Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7,
4.8, 4.9, 4.10 and 4.11 and the operation of Sections 6.1(4), 6.1(6), 6.1(7),
6.1(8) and 6.1(9) (but, in the case of Sections 6.1(7) and (8), with respect
only to Significant Subsidiaries) and the limitations contained in Section
5.1(a)(3) ("COVENANT DEFEASANCE OPTION"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

      If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default specified in
Sections 6.1(4), 6.1(6), 6.1(7), 6.1(8) and 6.1(9) (but, in the case of Sections
6.1(7) and (8), with respect only to Significant Subsidiaries) or because of the
failure of the Company to comply with Section 5.1(a)(3).

      Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

           (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.7 and 7.8 and in this
Article 8 shall survive until the Securities have been paid in full. Thereafter,
the Company's obligations in Sections 7.7, 8.4 and 8.5 shall survive.

      SECTION 8.2 CONDITIONS TO DEFEASANCE. The Company may exercise its legal
defeasance option or its covenant defeasance option only if:

            (1) the Company irrevocably deposits in trust with the Trustee money
      or U.S. Government Obligations for the payment of principal of and
      interest on the Securities to maturity or redemption, as the case may be;

            (2) the Company delivers to the Trustee a certificate from a
      nationally recognized firm of independent accountants expressing their
      opinion that the payments of principal and interest when due and without
      reinvestment on the deposited U.S. Government Obligations plus any
      deposited money without investment will provide cash at such times and in
      such amounts as will be sufficient to pay principal and interest when due
      on all the Securities to maturity or redemption, as the case may be;

            (3) 123 days pass after the deposit is made and during the 123-day
      period no Default specified in Sections 6.1(7) or (8) with respect to the
      Company occurs which is continuing at the end of the period;

            (4) the deposit does not constitute a default under any other
      agreement binding on the Company and is not prohibited by Article 10;

            (5) the Company delivers to the Trustee an Opinion of Counsel to the
      effect that the trust resulting from the deposit does not constitute, or
      is qualified as, a regulated investment company under the Investment
      Company Act of 1940;


                                       59



            (6) in the case of the legal defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (A) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (B) since the date of this Indenture there
      has been a change in the applicable Federal income tax law, in either case
      to the effect that, and based thereon such Opinion of Counsel shall
      confirm that, the Securityholders will not recognize income, gain or loss
      for Federal income tax purposes as a result of such defeasance and will be
      subject to Federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such defeasance had not
      occurred;

            (7) in the case of the covenant defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Securityholders will not recognize income, gain or loss for Federal income
      tax purposes as a result of such covenant defeasance and will be subject
      to Federal income tax on the same amounts, in the same manner and at the
      same times as would have been the case if such covenant defeasance had not
      occurred; and

            (8) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to the
      defeasance and discharge of the Securities as contemplated by this Article
      8 have been complied with.

      Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Securities at a future date in accordance
with Article 3.

      SECTION 8.3 APPLICATION OF TRUST MONEY. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article
8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Securities. Money and securities
so held in trust are not subject to Article 10.

      SECTION 8.4 REPAYMENT TO COMPANY. The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them at any time.

      Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years, and,
thereafter, Securityholders entitled to the money must look to the Company for
payment as general creditors.

      SECTION 8.5 INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against deposited U.S. Government Obligations or the principal and
interest received on such U.S. Government Obligations.

      SECTION 8.6 REINSTATEMENT. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations


                                       60



under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 8 until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; PROVIDED, HOWEVER, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 9
                                   AMENDMENTS

      SECTION 9.1 WITHOUT CONSENT OF HOLDERS. The Company and the Trustee may
amend this Indenture, or the Securities without notice to or consent of any
Securityholder:

            (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to comply with Article 5;

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; PROVIDED, HOWEVER, that the
      uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are described in Section 163(f)(2)(B) of the Code;

            (4) to add guarantees with respect to the Securities or to secure
      the Securities;

            (5) to add to the covenants of the Company for the benefit of the
      Holders or to surrender any right or power herein conferred upon the
      Company;

            (6) to comply with any requirements of the SEC in connection with
      qualifying, or maintaining the qualification of, this Indenture under the
      TIA; or

            (7) to make any change that does not adversely affect the rights of
      any Securityholder.

      After an amendment under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

      SECTION 9.2 WITH CONSENT OF HOLDERS. The Company and the Trustee may amend
this Indenture or the Securities without notice to any Securityholder but with
the written consent of the Holders of at least a majority in principal amount of
the Securities then outstanding (including consents obtained in connection with
a tender offer or exchange for the Securities). However, without the consent of
each Securityholder affected thereby, an amendment may not:

            (1) reduce the amount of Securities whose Holders must consent to an
      amendment;


                                       61



            (2) reduce the rate of or extend the time for payment of interest on
      any Security;

            (3) reduce the principal amount of or extend the Stated Maturity of
      any Security;

            (4) reduce the amount payable upon the redemption of any Security or
      change the time at which any Security may or shall be redeemed in
      accordance with Article 3;

            (5) make any Security payable in money other than that stated in the
      Security;

            (6) make any changes in the ranking or priority of any Security that
      would adversely affect the Securityholders; or

            (7) make any change in Section 6.04 or 6.07 or the second sentence
      of this Section.

      It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent approves the substance thereof.

      After an amendment under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

      SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to this
Indenture or the Securities shall comply with the TIA as then in effect.

      SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences the
same debt as the consenting Holder's Security, even if notation of the consent
or waiver is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent or waiver as to such Holder's Security or portion
of the Security if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective. After an amendment or waiver becomes
effective, it shall bind every Securityholder. An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the Trustee.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.


                                       62



      SECTION 9.5 NOTATION ON OR EXCHANGE OF SECURITIES. If an amendment changes
the terms of a Security, the Trustee may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security regarding the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment.

      SECTION 9.6 TRUSTEE TO SIGN AMENDMENTS. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

      SECTION 9.7 PAYMENT FOR CONSENT. Neither the Company nor any Affiliate of
the Company shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 10
                                  MISCELLANEOUS

      SECTION 10.1 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

      SECTION 10.2 NOTICES. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail addressed as follows:

      if to the Company:

               CBRE Holding, Inc.
               909 Montgomery Street
               Suite 400
               San Francisco, California
               Attention:    Alan Willis

      if to the Trustee:

               State Street Bank and Trust Company of California, N.A.
               633 West 5th Street, 12th Floor
               Los Angeles, California  90071
               Attention:    Corporate Trust Administration


                                       63



                             (CBRE Holding, Inc.
                             16% Senior Notes Due July 20, 2011)

      The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

      Any notice or communication mailed to a Securityholder shall be mailed to
the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

      Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

      SECTION 10.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders
may communicate pursuant to TIA ss. 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

      SECTION 10.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of the signers,
      all conditions precedent, if any, provided for in this Indenture relating
      to the proposed action have been complied with; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such counsel,
      all such conditions precedent have been complied with.

      SECTION 10.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

            (1) a statement that the individual making such certificate or
      opinion has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such individual, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and


                                       64



            (4) a statement as to whether or not, in the opinion of such
      individual, such covenant or condition has been complied with.

      SECTION 10.6 WHEN SECURITIES DISREGARDED. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

      SECTION 10.7 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee may
make reasonable rules for action by or a meeting of Securityholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

      SECTION 10.8 LEGAL HOLIDAYS. A "LEGAL HOLIDAY" is a Saturday, a Sunday or
a day on which commercial banking institutions are authorized or required by law
to close in New York City. If a payment date is a Legal Holiday, payment shall
be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal
Holiday, the record date shall not be affected.

      SECTION 10.9 GOVERNING LAW. This Indenture and the Securities shall be
governed by, and construed in accordance with, the laws of the State of New
York.

      SECTION 10.10 NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

      SECTION 10.11 SUCCESSORS. All agreements of the Company in this Indenture
and the Securities shall bind their respective successors. All agreements of the
Trustee in this Indenture shall bind its successors.

      SECTION 10.12 MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

      SECTION 10.13 TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.


                                       65



      IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.


                                            CBRE HOLDING, INC.

                                            By:    /s/ Walter V. Stafford
                                                   --------------------------
                                                   Name:  Walter V. Stafford
                                                   Title:  Secretary


                                            STATE STREET BANK AND TRUST
                                               COMPANY OF CALIFORNIA, N.A.

                                            By:    /s/ Mark Henson
                                                   --------------------------
                                                   Name:  Mark Henson
                                                   Title:  Vice President




                                       66



                             RULE 144A/IAI APPENDIX

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                           PRIVATE EXCHANGE SECURITIES
                             AND EXCHANGE SECURITIES

        1.      DEFINITIONS.
                -----------

                1.1 DEFINITIONS.

      For the purposes of this Appendix the following terms shall have the
meanings indicated below:

      "Applicable Procedures" means with respect to any transfer or exchange of
interests in a Global Security, the rules and procedures of DTC that apply to
such transfer or exchange.

      "Depository" or "DTC" means The Depository Trust Company, its nominees and
their respective successors.

      "Exchange Securities" means (1) the 16% Senior Notes Due July 20, 2011
issued pursuant to the Indenture in connection with a Registered Exchange Offer
pursuant to a Registration Rights Agreement and (2) Additional Securities, if
any, issued pursuant to a registration statement filed with the SEC under the
Securities Act.

      "Initial Purchaser" means (1) with respect to the Initial Securities
issued on the Issue Date, Credit Suisse First Boston Corporation and (2) with
respect to each issuance of Additional Securities, the Persons purchasing such
Additional Securities under the related Purchase Agreement.

      "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a) (1), (2), (3) or
(7) under the Securities Act.

      "Initial Securities" means (1) $65.0 million aggregate principal amount of
16% Senior Notes Due July 20, 2011 issued on the Issue Date and (2) Additional
Securities, if any, issued in a transaction exempt from the registration
requirements of the Securities Act.

      "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchaser to issue and deliver to
the Initial Purchaser, in exchange for the Initial Securities held by the
Initial Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Securities.

      "Private Exchange Securities" means any 16% Senior Notes Due July 20, 2011
issued in connection with a Private Exchange.

      "Purchase Agreement" means (1) with respect to the Initial Securities
issued on the Issue Date, the Purchase Agreement dated June 29, 2001 between the
Company and the Initial Purchaser, as such agreement has been amended on or
prior to the date hereof, and (2) with respect to each issuance of Additional
Securities (other than Additional Securities issued as PIK


                                       1



Interest), the purchase agreement or underwriting agreement among the Company
and the Persons purchasing such Additional Securities.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "Registered Exchange Offer" means the offer by the Company, pursuant to a
Registration Rights Agreement, to certain Holders of Initial Securities, to
issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the
Securities Act.

      "Registration Rights Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Registration Rights Agreement dated
July 20, 2001 between the Company and the Initial Purchaser, and (2) with
respect to each issuance of Additional Securities (other than Additional
Securities issued as PIK Interest) issued in a transaction exempt from the
registration requirements of the Securities Act, the registration rights
agreement, if any, among the Company and the Persons purchasing such Additional
Securities under the related Purchase Agreement.

      "Securities" means the Initial Securities, the Exchange Securities and the
Private Exchange Securities, treated as a single class.

      "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.

      "Shelf Registration Statement" means the registration statement issued by
the Company in connection with the offer and sale of Initial Securities or
Private Exchange Securities pursuant to a Registration Rights Agreement.

      "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend set forth in Section 2.3(b)hereto.

             1.2 OTHER DEFINITIONS.


             TERM                              Defined in
             ----
                                                SECTION
                                              
             "Agent Members"                     2.1(b)
             "Global Security"                   2.1(a)
             "Restricted Global Security"        2.1(a)
             "Rule 144A"                         2.1(a)


      2.   THE SECURITIES.

           2.1 (a) FORM AND DATING. Initial Securities offered and sold to QIBs
in reliance on Rule 144A under the Securities Act ("RULE 144A") or to
Institutional Accredited Investors, in each case as provided in the Purchase
Agreement, and Private Exchange Securities, as provided in the Registration
Rights Agreement, shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form without interest coupons
with the global securities legend and restricted securities legend set forth in
EXHIBIT 1 hereto


                                       2



(each, a "RESTRICTED GLOBAL SECURITY"), which shall be deposited on behalf of
the purchasers of the Initial Securities represented thereby with the Trustee,
at its principal corporate trust office, as custodian for the Depository (or
with such other custodian as the Depository may direct), and registered in the
name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee as hereinafter provided. Exchange Securities shall be issued in
global form (with the global securities legend set forth in EXHIBIT 1 hereto) or
in certificated form at the option of the Holders thereof from time to time.
Exchange Securities issued in global form and Restricted Global Securities are
sometimes referred to in this Appendix as "Global Securities."

           (b) BOOK-ENTRY PROVISIONS. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.

      The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver initially one or more Global Securities
that (a) shall be registered in the name of the Depository for such Global
Security or Global Securities or the nominee of such Depository and (b) shall be
delivered by the Trustee to such Depository or pursuant to such Depository's
instructions or held by the Trustee as custodian for the Depository.

      Members of, or participants in, the Depository ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository or by the Trustee as the custodian of the
Depository or under such Global Security, and the Company, the Trustee and any
agent of the Company or the Trustee shall be entitled to treat the Depository as
the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices of such Depository governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

          (c) CERTIFICATED SECURITIES. Except as provided in this Section 2.1
or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global
Securities shall not be entitled to receive physical delivery of certificated
Securities.

      2.2 AUTHENTICATION. The Trustee shall authenticate and deliver: (1) on the
Issue Date, an aggregate principal amount of $65.0 million 16% Senior Notes Due
July 20, 2011, (2) any Additional Securities (other than Additional Securities
issued as PIK Interest) for an original issue in an aggregate principal amount
specified in the Officers' Certificate of the Company pursuant to Section 2.13
of the Indenture, (3) Exchange Securities or Private Exchange Securities for
issue only in a Registered Exchange Offer or a Private Exchange, respectively,
pursuant to a Registration Rights Agreement, for a like principal amount of
Initial Securities, and (4) any Additional Securities issued as PIK Interest in
accordance with paragraph 1 of the Security, in each case upon a written order
of the Company signed by one Officer. Such order shall specify the amount of the
Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and, in the case of any issuance of Additional
Securities


                                       3



(other than Additional Securities issued as PIK Interest) pursuant to Section
2.13 of the Indenture, shall certify that such issuance is in compliance with
Section 4.03 of the Indenture.

           2.3 TRANSFER AND EXCHANGE.

               (a) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES. (i) The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depository therefor. A transferor of a beneficial interest in a Global
Security shall deliver to the Registrar a written order given in accordance with
the Depositary's procedures containing information regarding the participant
account of the Depositary to be credited with a beneficial interest in the
Global Security. The Registrar shall, in accordance with such instructions
instruct the Depositary to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global
Security being transferred.

                  (ii) Notwithstanding any other provisions of this Appendix
(other than the provisions set forth in Section 2.4), a Global Security may not
be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  (iii) In the event that a Restricted Global Security is
exchanged for Securities in certificated registered form pursuant to Section 2.4
of this Appendix, prior to the consummation of a Registered Exchange Offer or
the effectiveness of a Shelf Registration Statement with respect to such
Securities, such Securities may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this Section
2.3 (including the certification requirements set forth on the reverse of the
Initial Securities intended to ensure that such transfers comply with Rule 144A
or are made to Institutional Accredited Investors, as the case may be) and such
other procedures as may from time to time be adopted by the Company.

                  (iv) In connection with all transfers and exchanges of
interests in Global Securities (other than transfers of interests in a Global
Security to Persons who take delivery thereof in the form of an interest in the
same Global Security), the transferor of such interest must deliver to the DTC
(1) instructions given in accordance with the Applicable Procedures from an
Agent Member or an indirect Agent Member directing DTC to credit or cause to be
credited an interest in the specified transferee Global Security in an amount
equal to the interest to be transferred or exchanged and to debit or cause to be
debited an interest in the specified transferor Global Security also in an
amount equal to the interest to be transferred or exchanged, and (2) a written
order given in accordance with the Applicable Procedures containing information
regarding the Agent Member account to be credited and/or debited with such
increase or decrease. In addition, the principal amount of Securities
represented by such transferor Global Security shall be reduced accordingly and
an endorsement shall be made on such transferor Global Security by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and the principal amount of Securities represented by such transferee Global
Security shall be increased accordingly and an endorsement shall be made on such
Global


                                       4



Security by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.

           (b) LEGEND.

               (i) Except as permitted by the following paragraphs (ii), (iii)
and (iv), each Security certificate evidencing the Restricted Global Securities
(and all Securities issued in exchange therefor or in substitution thereof)
shall bear a legend in substantially the following form:

      THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

      THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) THE
COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO
INVESTORS THAT ARE INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE
501(a) (1), (2), (3) or (7) UNDER THE SECURITIES ACT), (IV) PURSUANT TO
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

               (ii) Upon any sale or transfer of a Transfer Restricted Security
(including any Transfer Restricted Security represented by a Restricted Global
Security) pursuant to Rule 144 under the Securities Act, the Registrar shall
permit the transferee thereof to exchange such Transfer Restricted Security for
a certificated Security that does not bear the legend set forth above and
rescind any restriction on the transfer of such Transfer Restricted Security, if
the transferor thereof certifies in writing to the Registrar that such sale or
transfer was made in reliance on Rule 144 (such certification to be in the form
set forth on the reverse of the Security).

                (iii) After a transfer of any Initial Securities or Private
Exchange Securities pursuant to and during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Securities or Private
Exchange Securities, as the case may


                                       5



be, all requirements pertaining to legends on such Initial Security or such
Private Exchange Security will cease to apply, the requirements requiring any
such Initial Security or such Private Exchange Security issued to certain
Holders be issued in global form will cease to apply, and a certificated Initial
Security or Private Exchange Security or an Initial Security or Private Exchange
Security in global form, in each case without restrictive transfer legends, will
be available to the transferee of the Holder of such Initial Securities or
Private Exchange Securities upon exchange of such transferring Holder's
certificated Initial Security or Private Exchange Security or directions to
transfer such Holder's interest in the Global Security, as applicable.

             (iv) Upon the consummation of a Registered Exchange Offer with
respect to the Initial Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain Holders be issued in global
form will still apply with respect to Holders of such Initial Securities that do
not exchange their Initial Securities, and Exchange Securities in certificated
or global form will be available to Holders that exchange such Initial
Securities in such Registered Exchange Offer.

             (v) Upon the consummation of a Private Exchange with respect to the
Initial Securities, all requirements pertaining to such Initial Securities that
Initial Securities issued to certain Holders be issued in global form will still
apply with respect to Holders of such Initial Securities that do not exchange
their Initial Securities, and Private Exchange Securities in global form with
the global securities legend and the Restricted Securities Legend set forth in
Exhibit 1 hereto will be available to Holders that exchange such Initial
Securities in such Private Exchange.

      (c) CANCELLATION OR ADJUSTMENT OF GLOBAL SECURITY. At such time as all
beneficial interests in a Global Security have either been exchanged for
certificated Securities, redeemed, purchased or canceled, such Global Security
shall be returned to the Depository for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for certificated Securities, redeemed,
purchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Securities Custodian for such
Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.

      (d)    OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF SECURITIES.

            (i) To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate certificated Securities and
Global Securities at the Registrar's or co-registrar's request.

            (ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax, assessments, or similar governmental charge payable in
connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.6,
3.6 and 4.9 of the Indenture).


                                       6



            (iii) The Registrar or co-registrar shall not be required to
register the transfer of or exchange of any Security for a period beginning 15
Business Days before the mailing of a notice of an offer to repurchase or redeem
Securities or 15 Business Days before an interest payment date.

             (iv) Prior to the due presentation for registration of transfer of
any Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.

              (v) All Securities issued upon any transfer or exchange pursuant
to the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Securities surrendered
upon such transfer or exchange.

      (e)    NO OBLIGATION OF THE TRUSTEE.

             (i) The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Security, a member of, or a participant in the
Depository or other Person with respect to the accuracy of the records of the
Depository or its nominee or of any participant or member thereof, with respect
to any ownership interest in the Securities or with respect to the delivery to
any participant, member, beneficial owner or other Person (other than the
Depository) of any notice (including any notice of redemption) or the payment of
any amount, under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to Holders
under the Securities shall be given or made only to or upon the order of the
registered Holders (which shall be the Depository or its nominee in the case of
a Global Security). The rights of beneficial owners in any Global Security shall
be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its
members, participants and any beneficial owners.

            (ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Depository
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

        2.4 CERTIFICATED SECURITIES.

            (a) A Restricted Global Security deposited with the Depository or
with the Trustee as custodian for the Depository pursuant to Section 2.1 shall
be transferred to the beneficial owners thereof in the form of certificated
Securities in an aggregate principal amount


                                       7



equal to the principal amount of such Global Security, in exchange for such
Global Security, only if such transfer complies with Section 2.3 and (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for such Restricted Global Security or if at any time such Depository
ceases to be a "clearing agency" registered under the Exchange Act and a
successor depositary is not appointed by the Company within 90 days of such
notice, or (ii) an Event of Default has occurred and is continuing or (iii) the
Company, in its sole discretion, notifies the Trustee in writing that it elects
to cause the issuance of certificated Securities under this Indenture.

            (b) Any Restricted Global Security that is transferable to the
beneficial owners thereof pursuant to this Section shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the
Borough of Manhattan, The City of New York, to be so transferred, in whole or
from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Restricted Global
Security, an equal aggregate principal amount of certificated Initial Securities
of authorized denominations. Any portion of a Restricted Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 principal amount and any integral
multiple thereof and registered in such names as the Depository shall direct.
Any certificated Initial Security or Private Exchange Security delivered in
exchange for an interest in the Restricted Global Security shall, except as
otherwise provided by Section 2.3(b), bear the restricted securities legend set
forth in Exhibit 1 hereto.

             (c) Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security shall be entitled to grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

             (d) In the event of the occurrence of either of the events
specified in Section 2.4(a), the Company shall promptly make available to the
Trustee a reasonable supply of certificated Securities in definitive, fully
registered form without interest coupons.


                                       8



                                    EXHIBIT 1
                                       to
                             RULE 144A/IAI APPENDIX

                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

      [Restricted Securities Legend]

      THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED OF IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

      THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) THE
COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO
INVESTORS THAT ARE INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE
501(a) (1), (2), (3) or (7) UNDER THE SECURITIES ACT), (IV) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE


                                       1



REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.


                                       2


                             CUSIP No.              $
                                       -----------

                       16% Senior Notes Due July 20, 2011

      CBRE Holding, Inc., a Delaware corporation, promises to pay to       , or
registered assigns, the principal sum of      Dollars on July 20, 2011.

      Interest Payment Dates: January 20, April 20, July 20 and October 20.

      Record Dates: January 5, April 5, July 5 and October 5.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated: July 20, 2001

                                       CBRE HOLDING, INC.



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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee, certifies that this is one of the Securities referred to in
the Indenture.



By:
        ----------------------------
        Authorized Signatory






                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                        16% Senior Note Due July 20, 2011

      1. INTEREST

      CBRE Holding, Inc., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "COMPANY"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above; PROVIDED, HOWEVER, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.50% per annum
(increasing by an additional 0.50% per annum after each consecutive 90day period
that occurs after the date on which such Registration Default occurs up to a
maximum additional interest rate of 2.00%) from and including the date on which
any such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured.

      The Company will pay interest quarterly on January 20, April 20, July 20
and October 20 of each year, commencing October 20, 2001; PROVIDED, HOWEVER,
that (i) until the fifth anniversary of the issuance of the Securities, interest
in excess of 12% per annum may, at the option of the Company, be in the form of
PIK Interest and (ii) to the extent CB Richard's ability to pay cash dividends
to the Company is at such time restricted by the terms of the Credit Agreement
in effect on the Issue Date or as thereafter amended, modified or any
replacement facility or Refinancing Indebtedness; provided, however, that the
terms of such Credit Agreement as amended, or modified, or such replacement
facility or Refinancing Indebtedness are no more restrictive with respect to the
payment of cash dividends to the Company than the terms of the Credit Agreement
on the Issue Date, interest on the Securities may, at the option of the Company,
be paid in the form of PIK Interest. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from July 20, 2001. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

      2. METHOD OF PAYMENT

      The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the January 5, April 5, July 5 and October 5 next preceding the
interest payment date even if Securities are canceled after the record date and
on or before the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. Except in the case of interest paid
in the form of PIK Interest, the Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in
respect of a certificated Security (including principal, premium and interest)
by mailing a check to the registered address of each Holder thereof; PROVIDED,
HOWEVER, that payments on a certificated Security will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately


                                       1



preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

      3. PAYING AGENT AND REGISTRAR

      Initially, State Street Bank and Trust Company of California, N.A. (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

      4. INDENTURE

      The Company issued the Securities under an Indenture dated as of July 20,
2001 ("Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

      The Securities are general unsecured obligations of the Company. The
Company shall be entitled, subject to its compliance with Section 4.3 of the
Indenture, to issue Additional Securities pursuant to Section 2.13 of the
Indenture. The Initial Securities issued on the Issue Date, any Additional
Securities and all Exchange Securities or Private Exchange Securities issued in
exchange therefor will be treated as a single class for all purposes under the
Indenture. The Indenture contains covenants that limit the ability of the
Company and its subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make investments; issue
or sell capital stock of subsidiaries; engage in transactions with affiliates;
transfer or sell assets; guarantee indebtedness; restrict dividends or other
payments of subsidiaries; and consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries. These
covenants are subject to important exceptions and qualifications.

      5. OPTIONAL REDEMPTION

      On and after July 20, 2001, the Company shall be entitled at its option to
redeem all or a portion of the Securities upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed in percentages of principal
amount on the redemption date), plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date), if redeemed during
the 12-month period commencing on July 20 of the years set forth below:




            REDEMPTION PERIOD                                PRICE
            -----------------                                -----
                                                       
            2001........................................     116.0%
            2002........................................     112.8%
            2003........................................     109.6%
            2004........................................     106.4%
            2005........................................     103.2%
            2006 and thereafter.........................     100.0%



                                       2



      6. NOTICE OF REDEMPTION

      Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of Securities to be redeemed at
his registered address. Securities in denominations larger than $1,000 principal
amount may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.

      7. PUT PROVISIONS

      Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions, to cause the Company to purchase all or any part
of the Securities of such Holder at a purchase price equal to 101% of the
principal amount thereof on the date of purchase plus accrued and unpaid
interest to the date of repurchase (subject to the right of holders of record on
the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.

      8. DENOMINATIONS; TRANSFER; EXCHANGE

      The Securities are in registered form without coupons in denominations of
$1.00 principal amount and whole multiples of $1.00 A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

      9. PERSONS DEEMED OWNERS

      The registered Holder of this Security may be treated as the owner of it
for all purposes.

      10. UNCLAIMED MONEY

      If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

      11. DISCHARGE AND DEFEASANCE

      Subject to certain conditions, the Company at any time shall be entitled
to terminate some or all of its obligations under the Securities and the
Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.


                                       3



      12. AMENDMENT, WAIVER

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company and the Trustee shall be
entitled to amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities,
including Guaranties, or to secure the Securities, or to add additional
covenants or surrender rights and powers conferred on the Company, or to comply
with any request of the SEC in connection with qualifying the Indenture under
the Act or to make any change that does not adversely affect the rights of any
Securityholder.

      13. DEFAULTS AND REMEDIES

      Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal on
the Securities at maturity, upon redemption pursuant to paragraph 5 of the
Securities, upon acceleration or otherwise, or failure by the Company to redeem
or purchase Securities when required; (iii) failure by the Company to comply
with other agreements in the Indenture or the Securities, in certain cases
subject to notice and lapse of time; (iv) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company or any Significant Subsidiary if the amount
accelerated (or so unpaid) exceeds $10.0 million; (v) certain events of
bankruptcy or insolvency with respect to the Company and the Significant
Subsidiaries; and (vi) certain judgments or decrees for the payment of money in
excess of $10.0 million. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities may
declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

      Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security satisfactory to it.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in the interest of the Holders.

      14. TRUSTEE DEALINGS WITH THE COMPANY

      Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may


                                       4



otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

      15. NO RECOURSE AGAINST OTHERS

      A director, officer, employee or stockholder, as such, of the Company or
the Trustee shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.

      16. AUTHENTICATION

      This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

      17. ABBREVIATIONS

      Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

      18. CUSIP NUMBERS

      Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

      19. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT

      Each Holder of a Security, by acceptance hereof, acknowledges and agrees
to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

      20. GOVERNING LAW

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

      The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:


                                       5



CBRE Holding, Inc.
909 Montgomery Street Suite 400
San Francisco, California  94133

Attention:  Alan Willis


                                       6



                                 ASSIGNMENT FORM

      To assign this Security, fill in the form below:

      I or we assign and transfer this Security to

        ------------------------------------------------------
         (Print or type assignee's name, address and zip code)

        ------------------------------------------------------
         (Insert assignee's soc. sec. or tax I.D. No.)

      and irrevocably appoint          agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.

        ------------------------------------------------------------

        Date:                  Your Signature:
              ---------------                  -------------------

        -------------------------------------------------------------

      Sign exactly as your name appears on the other side of this Security.

      In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

      CHECK ONE BOX BELOW

      (1) [ ]....to the Company; or

      (2) [ ] pursuant to an effective registration statement under the
              Securities Act of 1933; or

      (3) [ ] to a "qualified institutional buyer" (as defined in Rule 144A
              under the Securities Act of 1933) that purchases for its own
              account or for the account of a qualified institutional buyer to
              whom notice is given that such transfer is being made in reliance
              on Rule 144A, in each case pursuant to and in compliance with
              Rule 144A under the Securities Act of 1933; or

      (4) [ ] to investors that are institutional "accredited investors" (as
              defined in Rule 501(a) (1), (2), (3) or (7) under the Securities
              Act of 1933; or

      (5) [ ] pursuant to the exemption from registration provided by Rule 144
              under the Securities Act of 1933.


                                       7



      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered holder thereof; PROVIDED, HOWEVER, that if box (4) or
(5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act.

        ------------------------
        Signature



                                            Signature Guarantee:

        ------------------------
        Signature                           ----------------------------
                                            Signature must be guaranteed

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

      TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

      Dated:
             ------------------ ------------------------------

      NOTICE: To be executed by an executive officer

      TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED

      The undersigned represents and warrants that it is an institutional
"accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of
Regulation D under the Securities Act) and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment in the Securities, and it and any accounts for which it
is acting are each able to bear the economic risk of its or their investment, as
the case may be. It is


                                       8



acquiring the Securities purchased by it for its account or for one or more
accounts (each of which is an institutional "accredited investor") as to each of
which it exercises sole investment discretion.

      Dated:
             ------------------ ------------------------------

      NOTICE: To be executed by an executive officer


                                       9



                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

      The following increases or decreases in this Global Security have been
made:



                                                            Principal amount     Signature of
                          Amount of          Amount of       of this Global       authorized
                         decrease in        increase in         Security          officer of
                      Principal amount   Principal amount    following such       Trustee or
                       of this Global     of this Global       decrease or        Securities
  Date of Exchange        Security           Security           increase           Custodian
                                                                     





                                       10


                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Security purchased by the Company
pursuant to Section 4.6 or 4.9 of the Indenture, check the box:

                                        [ ]

      If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.6 or 4.9 of the Indenture, state the amount in
principal amount: $

Date:                          Your Signature:
      --------------------                     ------------------------------
                                               (Sign exactly as your name
                                                appears on the other side
                                                of this Security.)

Signature Guarantee:
                     ---------------------------------------------
                      (Signature must be guaranteed)

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                       11


                                                                       EXHIBIT A
                       [FORM OF FACE OF EXCHANGE SECURITY

                          OR PRIVATE EXCHANGE SECURITY]

      *If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY".

      **If the Security is a Private Exchange Security issued in a Private
Exchange to an Initial Purchaser holding an unsold portion of its initial
allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and
replace the Assignment Form included in this Exhibit A with the Assignment Form
included in such Exhibit 1.





      CUSIP No. $

      16% Senior Notes Due July 20, 2011

      CBRE Holding, Inc., a Delaware corporation, promises to pay to     , or
registered assigns, the principal sum of       Dollars on July 20, 2011.

      Interest Payment Dates: January 20, April 20, July 20 and October 20.

      Record Dates: January 5, April 5, July 5 and October 5.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated:

                                         CBRE HOLDING, INC.



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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. as Trustee, certifies
that this is one of the Securities referred to in the Indenture.





By:
    ------------------------------
        Authorized Signatory





                        [FORM OF REVERSE SIDE OF SECURITY

                          OR PRIVATE EXCHANGE SECURITY]

                        16% Senior Note Due July 20, 2011

      1. INTEREST

      CBRE Holding, Inc., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "COMPANY"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above[; PROVIDED, HOWEVER, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.50% per annum
(increasing by an additional 0.50% per annum after each consecutive 90day period
that occurs after the date on which such Registration Default occurs up to a
maximum additional interest rate of 2.00%) from and including the date on which
any such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured.]1 The Company will pay interest quarterly
on January 20, April 20, July 20 and October 20 of each year, commencing October
20, 2001; PROVIDED, HOWEVER, that (i) until the fifth anniversary of the
issuance of the Securities, interest in excess of 12% per annum may, at the
option of the Company, be PIK Interest and (ii) to the extent CB Richard's
ability to pay cash dividends to the Company is at such time restricted by the
terms of the Credit Agreement in effect on the Issue Date or as thereafter
amended, modified or any replacement facility or Refinancing Indebtedness;
PROVIDED, HOWEVER, that the terms of such Credit Agreement as amended, or
modified, or such replacement facility or Refinancing Indebtedness are no more
restrictive with respect to the payment of cash dividends to the Company than
the terms of the Credit Agreement on the Issue Date, interest on the Securities
may, at the option of the Company, be paid in the form of PIK Interest. Interest
on the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from July 20, 2001. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

      2. METHOD OF PAYMENT

      The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the January 5, April 5, July 5 and October 5 next preceding the
interest payment date even if Securities are canceled after the record date and
on or before the interest payment date. Holders must surrender Securities to a
Paying Agent to collect principal payments. Except in the case of interest paid
in the form of PIK Interest, the Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in
respect of a certificated Security (including principal, premium and interest)
by mailing a check to the registered address of each Holder thereof; PROVIDED,
HOWEVER, that payments on a certificated Security will be made
____________________
1Insert if at the date of issuance of the Exchange Security or Private Exchange
Security (as the case may be) any Registration Default has occurred with respect
to the related Initial Securities during the interest period in which such date
of issuance occurs.





by wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 30 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

      3. PAYING AGENT AND REGISTRAR

      Initially, State Street Bank and Trust Company of California, N.A. (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

      4. INDENTURE

      The Company issued the Securities under an Indenture dated as of July 20,
2001 ("Indenture"), between the Company, and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

      The Securities are general unsecured obligations of the Company. The
Company shall be entitled, subject to its compliance with Section 4.3 of the
Indenture, to issue Additional Securities pursuant to Section 2.13 of the
Indenture. The Initial Securities issued on the Issue Date, any Additional
Securities and all Exchange Securities or Private Exchange Securities issued in
exchange therefor will be treated as a single class for all purposes under the
Indenture. The Indenture contains covenants that limit the ability of the
Company and its subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make investments; issue
or sell capital stock of subsidiaries; engage in transactions with affiliates;
transfer or sell assets; guarantee indebtedness; restrict dividends or other
payments of subsidiaries; and consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries. These
covenants are subject to important exceptions and qualifications.

      5. OPTIONAL REDEMPTION

      On and after July 20, 2006, the Company shall be entitled at its option to
redeem all or a portion of the Securities upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed in percentages of principal
amount, on the redemption date) plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date), if redeemed during
the 12-month period commencing on July 20 of the years set forth below:


                                       2





                      REDEMPTION PERIOD                   PRICE

                                                    
                      2001                                116.0%
                      2002                                112.8%
                      2003                                109.6%
                      2004                                106.4%
                      2005                                103.2%
                      2006 and thereafter                 100.0%



      6. NOTICE OF REDEMPTION

      Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of Securities to be redeemed at
his registered address. Securities in denominations larger than $1,000 principal
amount may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.

      7. PUT PROVISIONS

      Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions, to cause the Company to purchase all or any part
of the Securities of such Holder at a purchase price equal to 101% of the
principal amount thereof on the date of purchase plus accrued and unpaid
interest to the date of repurchase (subject to the right of holders of record on
the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.

      8. DENOMINATIONS; TRANSFER; EXCHANGE

      The Securities are in registered form without coupons in denominations of
$1.00 principal amount and whole multiples of $1.00. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

      9. PERSONS DEEMED OWNERS

      The registered Holder of this Security may be treated as the owner of it
for all purposes.

      10. UNCLAIMED MONEY

      If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an


                                       3



abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Company and not to the
Trustee for payment.

      11. DISCHARGE AND DEFEASANCE

      Subject to certain conditions, the Company at any time shall be entitled
to terminate some or all of its obligations under the Securities and the
Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

      12. AMENDMENT, WAIVER

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company and the Trustee shall be
entitled to amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities,
including Guaranties, or to secure the Securities, or to add additional
covenants or surrender rights and powers conferred on the Company, or to comply
with any request of the SEC in connection with qualifying the Indenture under
the Act, or to make any change that does not adversely affect the rights of any
Securityholder.

      13. DEFAULTS AND REMEDIES

      Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal on
the Securities at maturity, upon redemption pursuant to paragraph 5 of the
Securities, upon acceleration or otherwise, or failure by the Company to redeem
or purchase Securities when required; (iii) failure by the Company to comply
with other agreements in the Indenture or the Securities, in certain cases
subject to notice and lapse of time; (iv) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company or any Significant Subsidiary if the amount
accelerated (or so unpaid) exceeds $10.0 million; (v) certain events of
bankruptcy or insolvency with respect to the Company and the Significant
Subsidiaries; and (vi) certain judgments or decrees for the payment of money in
excess of $10.0 million. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities may
declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

      Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security satisfactory to it.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.


                                       4



The Trustee may withhold from Securityholders notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in the interest of the Holders.

      14. TRUSTEE DEALINGS WITH THE COMPANY

      Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

      15. NO RECOURSE AGAINST OTHERS

      A director, officer, employee or stockholder, as such, of the Company or
the Trustee shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities.

      16. AUTHENTICATION

      This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

      17. ABBREVIATIONS

      Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

      18. CUSIP NUMBERS

      Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

      19. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT

      Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including
the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.


                                       5



      20. GOVERNING LAW

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

      The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:

        CBRE Holding, Inc.
        909 Montgomery Street Suite 400
        San Francisco, California  94133

        Attention:  Alan Willis


                                       6



                                 ASSIGNMENT FORM

      To assign this Security, fill in the form below:

      I or we assign and transfer this Security to

      ------------------------------------------

      (Print or type assignee's name, address and zip code)

      ------------------------------------------

      (Insert assignee's soc. sec. or tax I.D. No.)

      and irrevocably appoint       agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.

      ------------------------------------------------------------

      Date:                  Your Signature:
            ----------------                 ---------------------

      ------------------------------------------------------------

      Sign exactly as your name appears on the other side of this Security.


                                       7


                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Security purchased by the Company
pursuant to Section 4.6 or 4.9 of the Indenture, check the box:

                                       [ ]

      If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.06 or of the Indenture, state the amount in
principal amount: $

        Date:                       Your Signature:
              --------------------                  ----------------------------
                                                    (Sign exactly as your name
                                                    appears on the other side of
                                                    this Security.)

        Signature Guarantee:
                             ------------------------------
                             (Signature must be guaranteed)

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      8

EX-21

                                                              Exhibit 21

                                                       EXECUTION COPY





                               CREDIT AGREEMENT

                          dated as of July 20, 2001,

                                    among

                       CB RICHARD ELLIS SERVICES, INC.


                              CBRE HOLDING, INC.


                           THE LENDERS NAMED HEREIN


                                     and


                         CREDIT SUISSE FIRST BOSTON,

                           as Administrative Agent

                         ---------------------------


                         CREDIT SUISSE FIRST BOSTON,

                  as Sole Lead Arranger and Sole Bookrunner


                       CREDIT LYONNAIS NEW YORK BRANCH


                                     and


                                HSBC BANK USA,

                            as Syndication Agents


                               SCOTIA CAPITAL,

                            as Documentation Agent





                              TABLE OF CONTENTS

                                                                          PAGE

                                  ARTICLE I

                                 DEFINITIONS

SECTION 1.01.  Defined Terms.................................................1
SECTION 1.02.  Terms Generally..............................................26
SECTION 1.03.  Classification of Loans and Borrowings.......................26
SECTION 1.04.  Pro Forma Calculations.......................................27

                                  ARTICLE II

                                 THE CREDITS

SECTION 2.01.  Commitments..................................................27
SECTION 2.02.  Loans........................................................27
SECTION 2.03.  Borrowing Procedure..........................................29
SECTION 2.04.  Evidence of Debt; Repayment of Loans.........................30
SECTION 2.05.  Fees.........................................................30
SECTION 2.06.  Interest on Loans............................................31
SECTION 2.07.  Default Interest.............................................32
SECTION 2.08.  Alternate Rate of Interest...................................32
SECTION 2.09.  Termination and Reduction of Commitments.....................32
SECTION 2.10.  Conversion and Continuation of Borrowings....................33
SECTION 2.11.  Repayment of Term Borrowings.................................34
SECTION 2.12.  Prepayment...................................................36
SECTION 2.13.  Mandatory Prepayments........................................37
SECTION 2.14.  Reserve Requirements; Change in Circumstances................38
SECTION 2.15.  Change in Legality...........................................40
SECTION 2.16.  Indemnity....................................................40
SECTION 2.17.  Pro Rata Treatment...........................................41
SECTION 2.18.  Sharing of Setoffs...........................................41
SECTION 2.19.  Payments.....................................................42
SECTION 2.20.  Taxes........................................................42
SECTION 2.21.  Assignment of Commitments Under Certain Circumstances; Duty to
               Mitigate.....................................................43
SECTION 2.22.  Swingline Loans..............................................45
SECTION 2.23.  Letters of Credit............................................46
SECTION 2.24.  Increase in Revolving Credit Commitments.....................50
SECTION 2.25.  Increase in Term Loan Commitments............................51

                                 ARTICLE III

                        REPRESENTATIONS AND WARRANTIES



                                       i


                              TABLE OF CONTENTS
                                  (continued)

                                                                          PAGE

SECTION 3.01.  Organization; Powers.........................................53
SECTION 3.02.  Authorization................................................53
SECTION 3.03.  Enforceability...............................................53
SECTION 3.04.  Governmental Approvals.......................................54
SECTION 3.05.  Financial Statements.........................................54
SECTION 3.06.  No Material Adverse Change...................................54
SECTION 3.07.  Title to Properties..........................................55
SECTION 3.08.  Subsidiaries.................................................55
SECTION 3.09.  Litigation; Compliance with Laws.............................55
SECTION 3.10.  Agreements...................................................55
SECTION 3.11.  Federal Reserve Regulations..................................55
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act...56
SECTION 3.13.  Use of Proceeds..............................................56
SECTION 3.14.  Tax Returns..................................................56
SECTION 3.15.  No Material Misstatements....................................56
SECTION 3.16.  Employee Benefit Plans.......................................56
SECTION 3.17.  Environmental Matters........................................57
SECTION 3.18.  Insurance....................................................57
SECTION 3.19.  Labor Matters................................................57
SECTION 3.20.  Solvency.....................................................58
SECTION 3.21.  Representations and Warranties in Merger Agreement...........58
SECTION 3.22.  Senior Indebtedness..........................................58

                                  ARTICLE IV

                            CONDITIONS OF LENDING

SECTION 4.01.  All Credit Events............................................58
SECTION 4.02.  First Credit Event. On the Closing Date......................59

                                  ARTICLE V

                            AFFIRMATIVE COVENANTS

SECTION 5.01.  Existence; Businesses and Properties.........................62
SECTION 5.02.  Insurance....................................................63
SECTION 5.03.  Obligations and Taxes........................................63
SECTION 5.04.  Financial Statements, Reports, etc...........................64
SECTION 5.05.  Litigation and Other Notices.................................65
SECTION 5.06.  Information Regarding Collateral.............................66
SECTION 5.07.  Maintaining Records; Access to Properties and Inspections....66
SECTION 5.08.  Use of Proceeds..............................................66
SECTION 5.09.  Further Assurances...........................................66


                                       ii



                              TABLE OF CONTENTS
                                  (continued)

                                                                          PAGE

                                  ARTICLE VI

                              NEGATIVE COVENANTS

SECTION 6.01.  Indebtedness.................................................67
SECTION 6.02.  Liens........................................................69
SECTION 6.03.  Sale and Lease-Back Transactions.............................70
SECTION 6.04.  Investments, Loans and Advances..............................71
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions....72
SECTION 6.06.  Restricted Payments; Restrictive Agreements..................73
SECTION 6.07.  Transactions with Affiliates.................................75
SECTION 6.08.  Business of Holdings, Borrower and Subsidiaries..............75
SECTION 6.09.  Other Indebtedness and Agreements............................75
SECTION 6.10.  Capital Expenditures.........................................75
SECTION 6.11.  Interest Coverage Ratio......................................76
SECTION 6.12.  Fixed Charge Coverage Ratio..................................76
SECTION 6.13.  Maximum Leverage Ratio.......................................76
SECTION 6.14.  Maximum Senior Leverage Ratio................................76
SECTION 6.15.  Fiscal Year..................................................77
SECTION 6.16.  Management Fees..............................................77
SECTION 6.17.  Indebtedness of Co-investment Subsidiaries...................77

                                 ARTICLE VII

                              EVENTS OF DEFAULT


                                 ARTICLE VIII

              THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT


                                  ARTICLE IX

                                MISCELLANEOUS

SECTION 9.01.  Notices......................................................82
SECTION 9.02.  Survival of Agreement........................................82
SECTION 9.03.  Binding Effect...............................................83
SECTION 9.04.  Successors and Assigns.......................................83
SECTION 9.05.  Expenses; Indemnity..........................................87
SECTION 9.06.  Right of Setoff..............................................88
SECTION 9.07.  Applicable Law...............................................88
SECTION 9.08.  Waivers; Amendment...........................................88


                                       iii


                              TABLE OF CONTENTS
                                  (continued)

                                                                          PAGE


SECTION 9.09.  Interest Rate Limitation.....................................89
SECTION 9.11.  WAIVER OF JURY TRIAL.........................................90
SECTION 9.12.  Severability.................................................90
SECTION 9.13.  Counterparts.................................................91
SECTION 9.14.  Headings.....................................................91
SECTION 9.15.  Jurisdiction; Consent to Service of Process..................91
SECTION 9.16.  Confidentiality..............................................91

                                        iv



EXHIBITS

Exhibit A-                  Form of Administrative Questionnaire
Exhibit B-                  Form of Assignment and Acceptance
Exhibit C-                  Form of Borrowing Request
Exhibit D-                  Form of Guarantee and Collateral Agreement
Exhibit E-1-                Form of Opinion of General Counsel
Exhibit E-2-                Form of Opinion of Simpson Thacher & Bartlett
Exhibit E-3-                Form of Opinion of UK Counsel

SCHEDULES

Schedule 1.01(a)            Subsidiary Guarantors
Schedule 1.01(b)            Co-investment Subsidiaries
Schedule 1.01(c)            Inactive Subsidiaries
Schedule 2.01               Lenders
Schedule 3.08               Subsidiaries
Schedule 3.09               Litigation; Compliance with Laws
Schedule 3.18               Insurance
Schedule 4.02(d)            Accountants Closing Agreed Procedures - 2001 Cost
                            Reduction Plan Pro Forma Adjustments
Schedule 4.02(h)            Post-closing Lien Searches
Schedule 5.04(d)(1)         2001 Cost Reduction Plan Pro Forma Adjustments
Schedule 5.04(d)(2)         Accountants December 2001 Report - 2001 Cost
                            Reduction Plan Pro Forma Adjustments
Schedule 5.04(d)(3)         Accountants December 2001 Agreed Procedures - 2001
                            Cost Reduction Plan Pro Forma Adjustments
Schedule 6.01               Indebtedness
Schedule 6.02               Liens
Schedule 6.04(a)            Existing Investments, Loans and Advances to Foreign
                            Subsidiaries
Schedule 6.04(k)            Existing Investments
Schedule 6.06(b)            Certain Existing Restrictions






      CREDIT AGREEMENT dated as of July 20, 2001, among CB RICHARD ELLIS
SERVICES, INC., a Delaware corporation (the "Borrower"), CBRE HOLDING, INC.,
a Delaware corporation ("Holdings"), the Lenders (as defined in Article I),
and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York branch, as administrative agent (in
such capacity, the "ADMINISTRATIVE AGENT") and as collateral agent (in such
capacity, the "COLLATERAL AGENT") for the Lenders.

      Pursuant to the Merger Agreement (such term and each other capitalized
term used but not defined herein having the meaning given it in Article I),
Merger Sub will merge (the "MERGER") with and into the Borrower, with the
Borrower surviving the Merger as a wholly owned subsidiary of Holdings.  In
connection with the Merger, (a) the Cash Equity Contribution will be made,
(b) the existing stockholders of the Borrower will receive in cash (the "CASH
MERGER CONSIDERATION") and/or "rollover" equity of Holdings an aggregate
amount of approximately $325,000,000, (c) the Borrower will repay all amounts
outstanding under, and will terminate, the Existing Credit Agreement, (d) the
Borrower will consummate the Debt Tender Offer for the Existing Subordinated
Notes and the Consent Solicitation with respect thereto, (e) Holdings will
issue the Holdco Notes and (f) the Borrower will issue the Senior
Subordinated Notes.

      The Borrower has requested the Lenders to extend credit in the form of
(a) Tranche A Term Loans on the Closing Date, in an aggregate principal
amount not in excess of $50,000,000, (b) Tranche B Term Loans on the Closing
Date, in an aggregate principal amount not in excess of $185,000,000, and (c)
Revolving Loans at any time and from time to time prior to the Revolving
Credit Maturity Date, in an aggregate principal amount at any time
outstanding not in excess of $90,000,000.  The Borrower has requested the
Swingline Lender to extend credit, at any time and from time to time prior to
the Revolving Credit Maturity Date, in the form of Swingline Loans, in an
aggregate principal amount at any time outstanding not in excess of
$10,000,000.  The Borrower has requested the Issuing Bank to issue Letters of
Credit, in an aggregate face amount at any time outstanding not in excess of
$30,000,000, to support payment obligations incurred in the ordinary course
of business by the Borrower and its Subsidiaries.  The proceeds of the Term
Loans are to be used solely (a) to pay the Cash Merger Consideration, (b) to
repay amounts outstanding under the Existing Debt, (c) to pay related fees
and expenses and (d) for working capital and other general corporate
purposes.  The proceeds of the Revolving Loans and the Swingline Loans are to
be used solely for working capital and other general corporate purposes.

      The Lenders are willing to extend such credit to the Borrower and the
Issuing Bank is willing to issue Letters of Credit for the account of the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

ARTICLE I
                                 DEFINITIONS
SECTION 1.01.     DEFINED TERMS.  As used in this Agreement, the following
terms shall have the meanings specified below:





      "2001 COST REDUCTION PLAN" shall mean that plan to restructure the
operations of the Borrower and its Subsidiaries to reduce costs described in
the "Recent Developments" section of the confidential offering circular dated
May 31, 2001, relating to the Senior Subordinated Notes.

      "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

      "ADDITIONAL L/C FACILITY" shall mean the letter of credit facility
provided to the Borrower by a financial institution, whether or not a Lender,
to be used solely (a) to replace the letters of credit issued under the
Existing Credit Agreement and outstanding on the Closing Date in respect of
(i) the seller notes issued to finance a portion of the acquisition by the
Borrower of REI Limited, (ii) the seller notes issued to finance a portion of
the acquisition by the Borrower of Westmark Realty Advisors, (iii) surety
bonds provided to the Borrower and its Subsidiaries in the ordinary course of
their business and (iv) the obligations of Melody to the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association or any other
quasi-federal governmental entity in connection with commercial
mortgage-backed securities transactions and (b) for the purposes described in
the foregoing clauses (a)(i) through (iv) and any extensions, renewals or
replacements of such letters of credit to the extent the aggregate principal
amount of such facility is not increased.

      "ADJUSTED LIBO RATE" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum equal to the
product of (a) the LIBO Rate in effect for such Interest Period and (b)
Statutory Reserves.

      "ADMINISTRATIVE AGENT FEES" shall have the meaning assigned to such
term in Section 2.05(b).

      "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in the form of Exhibit A, or such other form as may be supplied
from time to time by the Administrative Agent.

      "AFFILIATE" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with
the person specified; PROVIDED, HOWEVER, that, for purposes of Section 6.07,
the term "Affiliate" shall also include any person that directly or
indirectly owns 10% or more of any class of Equity Interests of the person
specified or that is an officer or director of the person specified.

      "AGGREGATE REVOLVING CREDIT EXPOSURE" shall mean the aggregate amount
of the Lenders' Revolving Credit Exposures.

      "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  Any change
in the Alternate Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the effective date of such change
in the Prime Rate or the Federal Funds Effective Rate, respectively.


                                     Page 2



      "APPLICABLE PERCENTAGE" shall mean, for any day, subject to Section
2.07, (a) with respect to any Eurodollar Tranche B Term Loan, 3.75%, (b) with
respect to any ABR Tranche B Term Loan, 2.75%, and (c) with respect to any
Tranche A Term Loan or Revolving Loan, the applicable percentage set forth
below under the caption "Eurodollar Spread--Tranche A Term Loans and
Revolving Loans" or "ABR Spread--Tranche A Term Loans and Revolving Loans",
as the case may be, based upon the Leverage Ratio as of the relevant date of
determination:



================================================================================
      Leverage Ratio                Eurodollar          ABR Spread-- Tranche A
                              Spread--Tranche A Term   Term Loans and Revolving
                            Loans and Revolving Loans            Loans
--------------------------------------------------------------------------------
                                                           
CATEGORY 1                            3.25%                      2.25%
----------
Greater than 2.5 to 1.0
--------------------------------------------------------------------------------
CATEGORY 2                            3.00%                      2.00%
----------
Greater than 2.0 to 1.0
but less than or equal to
2.5 to 1.0
--------------------------------------------------------------------------------
CATEGORY 3                            2.75%                      1.75%
----------
Greater than 1.5 to 1.0
but less than or equal to
2.0 to 1.0
--------------------------------------------------------------------------------
CATEGORY 4                            2.50%                      1.50%
----------
Equal to or less than 1.5
to 1.0
================================================================================


      Each change in the Applicable Percentage resulting from a change in the
Leverage Ratio shall be effective with respect to all Loans and Letters of
Credit outstanding on and after the date of delivery to the Administrative
Agent of the financial statements and certificates required by Section
5.04(a) or  (b) and Section 5.04(c), respectively, indicating such change
until the date immediately preceding the next date of delivery of such
financial statements and certificates indicating another such change.
Notwithstanding the foregoing, until the Borrower shall have delivered the
financial statements and certificates required by Section 5.04(a) or (b) and
Section 5.04(c), respectively, for the period ended December 31, 2001, the
Leverage Ratio shall be deemed to be in Category 1 for purposes of
determining the Applicable Percentage.  In addition, (a) at any time during
which the Borrower has failed to deliver the financial statements and
certificates required by Section 5.04(a) or (b) and Section 5.04(c),
respectively, or (b) at any time after the occurrence and during the
continuance of an Event of Default, the Leverage Ratio shall be deemed to be
in Category 1 for purposes of determining the Applicable Percentage.

      "ASSET SALE" shall mean the sale, transfer or other disposition (by way
of merger, casualty, condemnation or otherwise) by the Borrower or any of the
Subsidiaries to any person other than the Borrower or any Subsidiary
Guarantor of any assets of the Borrower or any of the Subsidiaries (other
than (i) inventory, damaged, obsolete or worn out assets and Permitted
Investments, in each case disposed of in the ordinary course of business,
(ii) dispositions between or among Foreign Subsidiaries, (iii) the sale by
Melody of assets purchased and/or funded pursuant to the Melody Mortgage
Warehousing Facility or the Melody Loan Arbitrage Facility and (iv) the sale
by Melody of servicing rights in respect of mortgage portfolios in the
ordinary course of its business and consistent with past practice); PROVIDED
that any asset sale or


                                     Page 3



series of related asset sales having a value (net of related assumed
liabilities) not in excess of $500,000 shall be deemed not to be an "Asset Sale"
for purposes of this Agreement.

      "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by
the Administrative Agent.

      "AVAILABLE CASH" shall mean, on any date, the amount of cash and
Permitted Investments held by the Borrower and the Domestic Subsidiaries on
such date, less the amount thereof that is (a) reflected as "Cash Surrender
Value for Insurance Policy for Deferred Compensation Plan" and "Prepaid
Pension Costs" on the most recent balance sheet of the Borrower delivered
pursuant to this Agreement or (b) subject to restrictions, directly or
indirectly, on its use.

      "BOARD" shall mean the Board of Governors of the Federal Reserve System
of the United States of America.

      "BORROWING" shall mean (a) Loans of the same Class and Type made,
converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect, or (b) a Swingline Loan.

      "BORROWING REQUEST" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.

      "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or day
on which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the
term "BUSINESS DAY" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

      "CALPERS CO-INVESTMENT" shall mean a Co-investment by Global Innovation
Contributors, LLC (which shall be a Co-investment Subsidiary) in Global
Innovation Partners, LLC (which shall be a Co-investment Vehicle), pursuant
to the terms of such Co-investment contained in the organizational documents
of Global Innovation Contributors, LLC and Global Innovation Partners, LLC as
of the Closing Date.

      "CAPITAL EXPENDITURES" shall mean, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower
and its consolidated Subsidiaries that are set forth as such in a
consolidated statement of cash flows of the Borrower for such period prepared
in accordance with GAAP and (b) Capital Lease Obligations incurred by the
Borrower and its consolidated Subsidiaries during such period, but excluding
in each case (i) any such expenditure made to restore, replace or rebuild
property to the condition of such property immediately prior to any damage,
loss, destruction or condemnation of such property, to the extent such
expenditure is made with insurance proceeds, condemnation awards, damage
recovery proceeds or other indemnity payments relating to any such damage,
loss, destruction or condemnation within 270 days of receipt of such
proceeds, (ii) any such expenditure made at the request of, and for which the
Borrower or any consolidated Subsidiary receives reimbursement in cash from,
a person other than the Borrower or any Subsidiary in the ordinary course of
business,


                                     Page 4



and (iii) expenditures which represent any part of the aggregate consideration
made in connection with any investment or Permitted Acquisition permitted under
Section 6.04.

      "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

      "CASH EQUITY CONTRIBUTION" shall mean (a) the contribution to Holdings
of not less than $98,800,000 in cash in the form of equity (it being
understood that (i) any contribution to Holdings by RCBA of shares of common
equity of the Borrower in excess of 2,345,900 shares will be considered a
cash contribution by RCBA in an amount equal to $16.00 multiplied by the
number of shares constituting such excess and a contribution of such amount
from Holdings to the Borrower and (ii) the transfer by designated managers of
an aggregate of up to $2.6 million of deferred compensation plan account
balances (currently reflected as cash surrender value of insurance policies,
deferred compensation plan in the financial statements of the Borrower) to
stock fund units shall be deemed to be a cash contribution to Holdings of the
amount of such transfer and a contribution of such amount from Holdings to
the Borrower to the extent (x) accounted for as equity of the Borrower and
(y) such transfer of an account balance results in a transfer to the Borrower
of cash from the trust relating to such deferred compensation plan) and (b)
the contribution by Holdings of the amount so received, together with the net
proceeds from its sale of the Holdco Notes, to the Borrower as common equity.

      "CHANGE IN CONTROL" shall mean (a) the failure by RCBA to own, directly
or indirectly, beneficially and of record, Equity Interests in Holdings
representing at least 75% of the Equity Interests in Holdings owned by RCBA
on the Closing Date; (b) any person or "group" (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934 as in effect on the
Closing Date) other than a group controlled by RCBA shall own, beneficially
or of record, Equity Interests of Holdings that represents a greater
percentage of the Equity Interests of Holdings then owned by RCBA; (c) RCBA
shall cease to have the right or ability, by voting power, contract or
otherwise, to elect or designate for election a majority of the seats on the
board of directors of Holdings; (d) occupation of a majority of the seats
(other than vacant seats) on the board of directors of Holdings by persons
who were neither (i) nominated by the board of directors of Holdings or any
Permitted Investor nor (ii) appointed by the directors so nominated; (e)
Holdings shall cease to directly own the greater of (i) 95% of the issued
and outstanding Equity Interests of the Borrower and (ii) that number of
outstanding shares of the Equity Interests of the Borrower owned by it on the
Closing Date; or (f) the occurrence of a "Change of Control" under and as
defined in the Holdco Note Documents or the Senior Subordinated Note
Documents.  For purposes hereof, (i) RCBA shall not be deemed to beneficially
own any Equity Interests owned of record by any other person for purposes of
clause (a) and (ii) any person other than RCBA that is member of a group that
includes RCBA shall not be deemed to beneficially own any Equity Interests
owned of record by RCBA as a result of such ownership by RCBA.

      "CHANGE IN LAW" shall mean (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule
or regulation or in the interpretation or


                                     Page 5



application thereof by any Governmental Authority after the date of this
Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes
of Section 2.14, by any lending office of such Lender or by such Lender's or
Issuing Bank's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

      "CLASS", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Tranche A Term Loans, Tranche B Term Loans, Other Term Loans or
Swingline Loans and, when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Credit Commitment, Tranche A
Commitment, Tranche B Commitment, Incremental Term Loan Commitment in
respect of Other Term Loans or Swingline Commitment.

      "CLOSING DATE" shall mean July 20, 2001.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

      "CO-INVESTMENT" shall mean any investment by a Co-investment Subsidiary
in up to 5% of the Equity Interests of a Co-investment Vehicle pursuant to
arrangements substantially similar to arrangements entered into by the
Borrower and the Subsidiaries prior to the Closing Date.

      "CO-INVESTMENT SUBSIDIARY" shall mean (a) any Subsidiary of the
Borrower in which at least 66 2/3% of the Equity Interests is owned by the
Borrower or a wholly owned Subsidiary that is formed solely for the purpose
of, and engages in no business other than the business of, investing in or
managing Co-investment Vehicles and (b) the Co-investment Subsidiaries
existing on the Closing Date listed on Schedule 1.01(b).

      "CO-INVESTMENT VEHICLE" shall mean an entity formed for the purpose of
investing principally in commercial real estate and managed by a
Co-investment Subsidiary pursuant to arrangements substantially similar to
arrangements entered into by the Borrower and the Subsidiaries prior to the
Closing Date.

      "COLLATERAL" shall mean all the "Collateral" as defined in any Security
Document.

      "COLLATERAL AGREEMENT" shall mean the Guarantee and Collateral
Agreement, substantially in the form of Exhibit D, among the Borrower,
Holdings, the Subsidiary Guarantors and the Collateral Agent for the benefit
of the Secured Parties.

      "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment, Term Loan Commitment and Swingline Commitment.

      "COMMITMENT FEE" shall have the meaning assigned to such term in
Section 2.05(a).

      "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean the Confidential
Information Memorandum of the Borrower dated April 2001, as revised by the
Confidential Information Memorandum of the Borrower dated May 2001.


                                     Page 6



      "CONSENT SOLICITATION" shall mean the solicitation of the holders of
the Existing Subordinated Notes to amend the indenture relating thereto to
remove, among other things, the covenants and restrictions therein that would
prevent the Merger and the related transactions.

      "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent
deducted in determining such Consolidated Net Income, the sum of (i)
Consolidated Interest Expense for such period (including deferred financing
costs), (ii) consolidated income tax expense for such period, (iii) all
amounts attributable to depreciation and amortization for such period, (iv)
any non-recurring fees, expenses or charges in connection with the
consummation of the Transactions, (v) any non-recurring fees, expenses or
charges related to any Equity Issuance, investment permitted under Section
6.04, Permitted Acquisition or incurrence of Indebtedness, in an amount not
exceeding $5,000,000 for all such non-recurring fees, expenses and charges,
(vi) any non-recurring charges that are associated with the 2001 Cost
Reduction Plan announced prior to the Closing Date and implemented within 90
days thereafter, in an aggregate amount not exceeding $4,000,000, and (vii)
all other non-cash losses, expenses and charges of the Borrower and its
consolidated Subsidiaries (excluding (x) the write-down of current assets and
(y) any such non-cash charge to the extent that it represents an accrual of
or reserve for cash expenditures in any future period) and minus (b) without
duplication (i) all cash payments made during such period on account of
reserves, restructuring charges and other noncash charges added to
Consolidated Net Income pursuant to clause (a)(vi) above in a previous period
and (ii) to the extent included in determining such Consolidated Net Income,
any extraordinary gains for such period, all determined on a consolidated
basis in accordance with GAAP.  For purposes of calculating Consolidated
EBITDA for any period that includes the fiscal quarters ended March 31, 2001,
or June 30, 2001, pro forma effect shall be given to the 2001 Cost Reduction
Plan as described in Schedule 5.04(d)(1).

      "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the sum of
(a) the interest expense (including imputed interest expense in respect of
Capital Lease Obligations but excluding all non-cash interest expense in
respect of the Holdco Notes) of the Borrower and the Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP, plus (b)
any interest accrued during such period in respect of Indebtedness of the
Borrower or any Subsidiary that is required to be capitalized rather than
included in consolidated interest expense for such period in accordance with
GAAP, minus (c) deferred financing costs and (d) any premiums relating to the
Debt Tender Offer.  For purposes of the foregoing, interest expense shall be
determined after giving effect to any net payments made or received by the
Borrower or any Subsidiary with respect to interest rate Hedging Agreements.

      "CONSOLIDATED NET INCOME" shall mean, for any period, the net income or
loss of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; PROVIDED that there shall be
excluded (a) the income of any Subsidiary to the extent that the declaration
or payment of dividends or similar distributions by the Subsidiary of that
income is not at the time permitted by operation of the terms of its charter
or any agreement, instrument, judgment, decree, statute, rule or governmental
regulation applicable to such Subsidiary, (b) except as set forth in Section
1.04, the income or loss of any person accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with the Borrower or any
Subsidiary or the date that such person's assets are acquired by the Borrower
or any Subsidiary,


                                     Page 7



(c) the income of any person in which any other person (other than the Borrower
or a Subsidiary of which at least 80% of the Equity Interests is owned by the
Borrower or a wholly owned Subsidiary or any director holding qualifying shares
in accordance with applicable law) has a joint interest, except to the extent of
the amount of dividends or other distributions actually received by the Borrower
or a wholly owned Subsidiary from such person during such period, and (d) any
gains attributable to sales of assets out of the ordinary course of business.

      "CONTROL" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative thereto.

      "CREDIT EVENT" shall have the meaning assigned to such term in Section
4.01.

      "DEBT TENDER OFFER" shall mean the Borrower's tender offer to
repurchase all its outstanding Existing Subordinated Notes.

      "DEFAULT" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

      "DEFERRED COMPENSATION PLAN" shall mean the Deferred Compensation Plan
for employees of the Borrower and the Subsidiaries and any successor plan
thereto.

      "DOCUMENTS" shall mean the Loan Documents and the Transaction Documents.

      "DOLLARS" or "$" shall mean lawful money of the United States of
America.

      "DOMESTIC SUBSIDIARIES" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof
or the District of Columbia.

      "EMPLOYEE OFFERING REGISTRATION STATEMENT" shall mean the Registration
Statement of Holdings on Form S-1 dated April 24, 2001, as amended.

      "ENVIRONMENTAL LAWS" shall mean all former, current and future Federal,
state, local and foreign laws (including common law), treaties, regulations,
rules, ordinances, codes, decrees, judgments, directives, orders (including
consent orders), and agreements in each case, relating to protection of the
environment, natural resources, human health and safety or the presence,
Release of, or exposure to, Hazardous Materials, or the generation,
manufacture, processing, distribution, use, treatment, storage, transport,
recycling or handling of, or the arrangement for such activities with respect
to, Hazardous Materials.

      "ENVIRONMENTAL LIABILITY" shall mean all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to
any Hazardous Materials, (d) the Release of


                                     Page 8



any Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

      "EQUITY INTERESTS" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any person.

      "EQUITY ISSUANCE" shall mean any issuance or sale by Holdings, the
Borrower or any of their respective subsidiaries of any Equity Interests or
any obligations convertible into or exchangeable for, or giving any person a
right, option or warrant to acquire such Equity Interests or such convertible
or exchangeable obligations, as applicable, except in each case for (a) any
issuance or sale to any Sponsor, Holdings, the Borrower or any Subsidiary,
(b) any issuance of directors' qualifying shares, (c) sales or issuances of
common stock of Holdings or stock fund units in the Deferred Compensation
Plan to management, employees or consultants of Holdings, the Borrower or any
Subsidiary under the Deferred Compensation Plan or any employee stock option
or stock purchase plan or employee benefit plan in existence from time to
time and (d) sales or issuances of common stock of Holdings to management,
employees or consultants of Holdings, the Borrower or any Subsidiary pursuant
to the Employee Offering Registration Statement on or prior to August 3, 2001.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.

      "ERISA AFFILIATE" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code, or solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

      "ERISA EVENT" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or
not waived; (c) the filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any
of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan (other than a standard termination pursuant to
Section 4041(b) of ERISA) or the withdrawal or partial withdrawal of the
Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan;
(e) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC
or a plan administrator of any notice relating to the intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
adoption of any amendment to a Plan that would require the provision of
security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA;
(g) the receipt by the Borrower or any of its ERISA Affiliates of any intent
to withdraw from a Multiemployer Plan, or the receipt by any Multiemployer
Plan from the Borrower or any of its ERISA Affiliates of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; (h) the occurrence of a "prohibited
transaction" with respect to which the


                                     Page 9



Borrower or any of the Subsidiaries is a "disqualified person" (within the
meaning of Section 4975 of the Code) or with respect to which the Borrower or
any such Subsidiary could otherwise be liable; (i) any other event or condition
with respect to a Plan or Multiemployer Plan that could result in liability of
the Borrower or any Subsidiary; or (j) any Foreign Benefit Event.

      "EURODOLLAR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

      "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Article VII.

      "EXCESS CASH FLOW" shall mean, for any period, the excess of
Consolidated EBITDA for such period minus the sum, without duplication, of
(i) the amount of any Taxes paid in cash by the Borrower and the Subsidiaries
with respect to such period, (ii) Consolidated Interest Expense for such
period paid in cash, (iii) Capital Expenditures made in cash in accordance
with Section 6.10 during such period, except to the extent financed with the
proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation
proceeds or other proceeds that would not be included in Consolidated EBITDA,
(iv) permanent repayments of Indebtedness (other than mandatory prepayments
of Loans under Section 2.13) made by the Borrower and the subsidiaries during
such fiscal year, but only to the extent that such prepayments by their terms
cannot be reborrowed or redrawn and do not occur in connection with a
refinancing of all or any portion of such Indebtedness, (v) the amount of net
investments made in cash in accordance with Section 6.04(g) or (i) during
such period (vi) the amount of Restricted Payments made in cash by the
Borrower in accordance with Section 6.06 during such period, (vii) any
non-recurring fees, expenses or charges in connection with the consummation
of the Transactions to the extent included in Consolidated EBITDA with
respect to such period pursuant to clause (iv) of the definition of
Consolidated EBITDA, and (viii) any costs or charges associated with the 2001
Cost Reduction Plan to the extent included in Consolidated EBITDA with
respect to such period pursuant to clause (vi) of the definition of
Consolidated EBITDA.

      "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made
by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by (i) any
Governmental Authority of the United States of America (or any political
subdivision or taxing authority thereof or therein), or the jurisdiction
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable
lending office is located, or (ii) as a result of a present or former
connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax (or any
political subdivision or taxing authority thereof or therein) other than a
connection arising solely as a result of entering into any Loan Document; (b)
any branch profits taxes imposed by any Governmental Authority of the United
States of America (or any political subdivision or taxing authority thereof
or therein) or any similar tax imposed by any other jurisdiction described in
clause (a) above, and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.21(a)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates
a new lending office) or is attributable to such Foreign Lender's failure to
comply with Section 2.20(f), except


                                    Page 10



to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.20(a).

      "EXISTING CREDIT AGREEMENT" shall mean the Amended and Restated Credit
Agreement dated as of May 20, 1998, among the Borrower, Bank of America N.A.,
as agent, and the lenders named therein, among others, as amended.

      "EXISTING DEBT" shall mean the Indebtedness outstanding under the
Existing Subordinated Notes and the indebtedness outstanding under the
Existing Credit Agreement.

      "EXISTING SUBORDINATED NOTES" shall mean the Borrowers' 8- % senior
subordinated notes issued under the First Supplemental Indenture dated as of
May 26, 1998, between the Borrower and State Street Bank and Trust Company of
California, National Association, as trustee.

      "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the quotations for the day
for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

      "FEES" shall mean the Commitment Fees, the Administrative Agent Fees,
the L/C Participation Fees and the Issuing Bank Fees.

      "FINANCIAL OFFICER" of any person shall mean the chief financial
officer, principal accounting officer, Treasurer or Controller of such person.

      "FIXED CHARGE COVERAGE RATIO" shall mean, for any period, the ratio of
(a) Consolidated EBITDA for such period minus Capital Expenditures and
Co-investments for such period to (b) the sum of Consolidated Interest
Expense plus Restricted Payments made under Section 6.06(a)(ii) by the
Borrower for such period.

      "FOREIGN BENEFIT EVENT" shall mean, with respect to any Foreign Pension
Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable law, or in excess of the amount that would be
permitted absent a waiver from a Governmental Authority, (b) the failure to
make the required contributions or payments, under any applicable law, on or
before the due date for such contributions or payments, (c) the receipt of a
notice by a Governmental Authority relating to the intention to terminate any
such Foreign Pension Plan or to appoint a trustee or similar official to
administer any such Foreign Pension Plan, or alleging the insolvency of any
such Foreign Pension Plan and (d) the incurrence of any liability in excess
of $2,500,000 (or the equivalent thereof in another currency) by Holdings,
the Borrower or any of its Subsidiaries under applicable law on account of
the complete or partial termination of such Foreign Pension Plan or the
complete or partial withdrawal of any participating employer therein, or (e)
the occurrence of any transaction that is prohibited under any applicable law
and could reasonably be expected to result in the incurrence of any liability
by Holdings, the


                                    Page 11



Borrower or any of its Subsidiaries, or the imposition on Holdings, the Borrower
or any of its Subsidiaries of any fine, excise tax or penalty resulting from any
noncompliance with any applicable law, in each case in excess of $2,500,000 (or
the equivalent thereof in another currency).

      "FOREIGN LENDER" shall mean any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located.  For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

      "FOREIGN PENSION PLAN" shall mean any plan, fund (including any
superannuation fund) or other similar program established or maintained
outside the United States by Holdings, the Borrower or any one or more of its
Subsidiaries primarily for the benefit of employees of Holdings, the Borrower
or such Subsidiaries residing outside the United States, which plan, fund or
other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

      "FOREIGN SUBSIDIARY" shall mean any Subsidiary that is not a Domestic
Subsidiary.

      "GAAP" shall mean United States generally accepted accounting
principles applied on a consistent basis.

      "GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or
regulatory body.

      "GRANTING LENDER" shall have the meaning assigned to such term in
Section 9.04(i).

      "GUARANTEE" of or by any person shall mean any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and
including any obligation of such person, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment of such Indebtedness
or other obligation, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment of such Indebtedness or other obligation or (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation; PROVIDED, HOWEVER, that
the term "Guarantee" shall not include endorsements for collection or deposit
in the ordinary course of business.

      "GUARANTORS" shall mean Holdings and the Subsidiary Guarantors.

      "HAZARDOUS MATERIALS" shall mean (a) any petroleum products or
byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons
and all other ozone-depleting substances and (b)


                                    Page 12



any chemical, material, substance or waste that is prohibited, limited or
regulated by or pursuant to any Environmental Law.

      "HEDGING AGREEMENT" shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging
arrangement.

      "HOLDCO NOTE DOCUMENTS" shall mean the Holdco Notes, the indenture
under which the Holdco Notes are issued and all other material instruments,
agreements and other documents evidencing or governing the Holdco Notes or
providing for any right in respect thereof.

      "HOLDCO NOTES" shall mean Holdings' 16% Senior Unsecured Notes due
2011, in an initial aggregate principal amount of $65,000,000.

      "INACTIVE SUBSIDIARY" shall mean (a) each Subsidiary that (i) has not
conducted any business during the 12-month period preceding the date of
determination, (ii) has no outstanding Indebtedness,  (iii) has total
tangible assets of less than $50,000 and (b) each Subsidiary listed on
Schedule 1.01(c), so long as after the Closing Date such Subsidiary (i)
engages in no business, (ii) incurs no Indebtedness and (iii) acquires no
tangible assets.

      "INCREMENTAL REVOLVING FACILITY AMOUNT" shall mean, at any time the
excess, if any, of (a) $25,000,000 over (b) the sum of (i) the aggregate
amount of all Incremental Term Loan Commitments established at or prior to
such time pursuant to Section 2.25 and (ii) the aggregate increase in the
Revolving Credit Commitments established prior to such time pursuant to
Section 2.24.

      "INCREMENTAL TERM LENDER" shall mean a Lender with an Incremental Term
Loan Commitment or an outstanding Incremental Term Loan.

      "INCREMENTAL TERM LOAN AMOUNT" shall mean, at any time, the excess, if
any, of (a) $25,000,000 over (b) the sum of (i) the aggregate increase in the
Revolving Credit Commitments established at or prior to such time pursuant to
Section 2.24 and (ii) the aggregate amount of all Incremental Term Loan
Commitments established prior to such time pursuant to Section 2.25.

      "INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT" shall mean an Incremental
Term Loan Assumption Agreement in form and substance reasonably satisfactory
to the Administrative Agent, among the Borrower, the Administrative Agent and
one or more Incremental Term Lenders.

      "INCREMENTAL TERM LOAN COMMITMENT" shall mean the commitment of any
Lender, established pursuant to Section 2.25, to make Incremental Term Loans
to the Borrower.

      "INCREMENTAL TERM LOAN MATURITY DATE" shall mean the final maturity
date of any Incremental Term Loan, as set forth in the applicable Incremental
Term Loan Assumption Agreement.


                                    Page 13



      "INCREMENTAL TERM LOAN REPAYMENT DATES" shall mean the dates scheduled
for the repayment of principal of any Incremental Term Loan, as set forth in
the applicable Incremental Term Loan Assumption Agreement.

      "INCREMENTAL TERM LOANS" shall mean Term Loans made by one or more
Lenders to the Borrower pursuant to clause (c) of Section 2.01.  Incremental
Term Loans may be made in the form of additional Tranche A Term Loans,
Tranche B Term Loans or, to the extent permitted by Section 2.25 and provided
for in the relevant Incremental Term Loan Assumption Agreement, Other Term
Loans.

      "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
upon which interest charges are customarily paid, (d) all obligations of such
person under conditional sale or other title retention agreements relating to
property or assets purchased by such person, (e) all obligations of such
person issued or assumed as the deferred purchase price of property or
services (excluding (i) with respect to clause (e), trade accounts payable
and accrued obligations incurred in the ordinary course of business and (ii)
only with respect to clauses (a) through (e), accrued obligations in respect
of the Deferred Compensation Plan), (f) all Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such person, whether or not the obligations secured thereby have
been assumed, (g) all Guarantees by such person of Indebtedness of others
(other than Guarantees by a Co-investment Subsidiary of any non-recourse
Indebtedness of any Co-investment Vehicle), (h) all Capital Lease Obligations
of such person, (i) all obligations of such person as an account party in
respect of letters of credit and (j) all obligations of such person in
respect of bankers' acceptances.  The Indebtedness of any person shall
include all Indebtedness of any partnership, or other entity in which such
person is a general partner, or other equity holder with unlimited liability
other than (x) Indebtedness which by its terms is expressly non-recourse to
such person and (y) if such person is a Co-investment Subsidiary, the
Indebtedness of the related Co-investment Vehicle.

      "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

      "INTEREST COVERAGE RATIO" shall mean, for any period, the ratio of (a)
Consolidated EBITDA for such period to (b) the sum of Consolidated Interest
Expense plus Restricted Payments made under Section 6.06(a)(ii) by the
Borrower for such period.

      "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR Loan,
the last Business Day of each March, June, September and December and (b)
with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of
a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day that would have been an Interest Payment Date had
successive Interest Periods of three months' duration been applicable to such
Borrowing.

      "INTEREST PERIOD" shall mean, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day


                                    Page 14



(or, if there is no numerically corresponding day, on the last day) in the
calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or 12 months
thereafter if, at the time of the relevant Borrowing, all Lenders participating
therein agree to make an interest period of such duration available), as the
Borrower may elect; PROVIDED, HOWEVER, that if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.
For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.

      "ISSUING BANK" shall mean, as the context may require, (a) Credit
Suisse First Boston, in its capacity as the issuer of Letters of Credit
hereunder, and (b) any other Lender that may become an Issuing Bank pursuant
to Section 2.23(i) or (k), with respect to Letters of Credit issued by such
Lender.  The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

      "ISSUING BANK FEES" shall have the meaning assigned to such term in
Section 2.05(c).

      "JV SUBSIDIARY" shall mean a partially owned Subsidiary in which the
Borrower or any Subsidiary has contributed assets or otherwise made an
investment in (including of cash) with a fair market value (determined on the
date of such contribution or investment, as the case may be) of $250,000 or
less in the aggregate; PROVIDED, that the aggregate fair market value
(determined on the date of such contribution or investment, as the case may
be) of all assets contributed, indebtedness assumed or investments made by
the Borrower or Subsidiaries in all JV Subsidiaries shall not exceed in the
aggregate $2,000,000.

      "L/C COMMITMENT" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.23.

      "L/C DISBURSEMENT" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

      "L/C EXPOSURE" shall mean at any time the sum of (a) the aggregate
undrawn and unexpired amount of all outstanding Letters of Credit at such
time and (b) the aggregate principal amount of all L/C Disbursements that
have not yet been reimbursed at such time.  The L/C Exposure of any Revolving
Credit Lender at any time shall equal its Pro Rata Percentage of the
aggregate L/C Exposure at such time.

      "L/C PARTICIPATION FEE" shall have the meaning assigned to such term in
Section 2.05(c).

      "LENDERS" shall mean (a) the persons listed on Schedule 2.01 (other
than any such person that has ceased to be a party hereto pursuant to an
Assignment and Acceptance) and (b) any person that has become a party hereto
pursuant to an Assignment and Acceptance.  Unless the context clearly
indicates otherwise, the term "Lenders" shall include the Swingline Lender.


                                    Page 15



      "LETTER OF CREDIT" shall mean any letter of credit issued pursuant to
Section 2.23.

      "LEVERAGE RATIO" shall mean, on any date, the ratio of Total Debt less
Available Cash on such date to Consolidated EBITDA for the period of four
consecutive fiscal quarters most recently ended on or prior to such date.

      "LIBO RATE" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate per annum determined by the Administrative
Agent at approximately 11:00 a.m., London time, on the date that is two
Business Days prior to the commencement of such Interest Period by reference
to the British Bankers' Association Interest Settlement Rates for deposits in
dollars (as set forth by the Bloomberg Information Service or any successor
thereto or any other service selected by the Administrative Agent which has
been nominated by the British Bankers' Association as an authorized
information vendor for the purpose of displaying such rates) for a period
equal to such Interest Period; PROVIDED that, to the extent that an interest
rate is not ascertainable pursuant to the foregoing provisions of this
definition, the "LIBO Rate" shall be the interest rate per annum determined
by the Administrative Agent to be the average of the rates per annum at which
deposits in dollars are offered for such relevant Interest Period to major
banks in the London interbank market in London, England by the Administrative
Agent at approximately 11:00 a.m. (London time) on the date that is two
Business Days prior to the beginning of such Interest Period.

      "LIEN" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to such
securities.

      "LOAN DOCUMENTS" shall mean this Agreement, the Letters of Credit, the
Collateral Agreement, the Security Documents and each Incremental Term Loan
Assumption Agreement.

      "LOAN PARTIES" shall mean the Borrower and the Guarantors.

      "LOANS" shall mean the Revolving Loans, the Term Loans and the
Swingline Loans.

      "MARGIN STOCK" shall have the meaning assigned to such term in
Regulation U.

      "MATERIAL ADVERSE EFFECT" shall mean a materially adverse effect on (a)
the business, assets, operations or condition (financial or otherwise) of the
Borrower and the Subsidiaries, taken as a whole, (b) the ability of the
Borrower or any other Loan Party to perform any of its obligations under any
Loan Document to which it is or will be a party or (c) the rights of or
benefits available to the Lenders under any Loan Document.

      "MATERIAL INDEBTEDNESS" shall mean Indebtedness (other than the Loans
and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of Holdings, the Borrower and the Subsidiaries
in an aggregate principal amount exceeding $7,500,000.  For purposes of
determining Material Indebtedness, the "principal amount" of the obligations
of Holdings, the Borrower or any Subsidiary in respect of any Hedging
Agreement at


                                    Page 16



any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that Holdings, the Borrower or such Subsidiary would be required to
pay if such Hedging Agreement were terminated at such time.

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

      "MELODY LOAN ARBITRAGE FACILITY" shall mean a credit facility provided
to Melody by any depository bank in which Melody deposits payments relating
to mortgage loans for which Melody is servicer or sub-servicer prior to
distribution of such payments to or for the benefit of the borrower of such
loans or 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 such 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" shall mean 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, 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 a
commitment (subject to customary exceptions) 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 PERMITTED INDEBTEDNESS" shall mean Indebtedness of Melody under
the Melody Loan Arbitrage Facility, the Melody Mortgage Warehousing Facility
and the Melody Working Capital Facility and Indebtedness of any Mortgage
Banking Subsidiary under the Melody Mortgage Warehousing Facility that is, in
all cases, non-recourse to the Borrower or any of the other Subsidiaries.

      "MELODY WORKING CAPITAL FACILITY" shall mean 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.

      "MERGER AGREEMENT" shall mean the amended and restated agreement and
plan of merger dated as of May 31, 2001, among the Borrower, Holdings and
Merger Sub and all other material documents entered into or delivered in
connection with the Merger Agreement.


                                    Page 17



      "MERGER SUB" shall mean BLUM CB Corp., a Delaware corporation and
wholly owned Subsidiary of Holdings.

      "MORTGAGE BANKING ACTIVITIES" shall mean the origination by a Mortgage
Banking Subsidiary of mortgage loans in respect of commercial and
multi-family residential real property, and the sale or assignment of such
mortgage loans and the related mortgages to another person (other than the
Borrower or any other Subsidiary) within sixty days after the origination
thereof; PROVIDED, HOWEVER, that in each case prior to origination of any
mortgage loan, the Borrower 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 business.

      "MORTGAGE BANKING SUBSIDIARY" shall mean Melody and its subsidiaries
that are engaged in Mortgage Banking Activities.

      "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

      "NET CASH PROCEEDS" shall mean (a) with respect to any Asset Sale, the
cash proceeds (including cash proceeds subsequently received (as and when
received) in respect of noncash consideration initially received), net of (i)
selling expenses (including reasonable broker's fees or commissions, legal
fees, transfer and similar taxes and the Borrower's good faith estimate of
taxes paid or reasonably estimated to be payable in connection with such
sale), (ii) amounts provided as a reserve, in accordance with GAAP, against
any liabilities under any indemnification obligations or purchase price
adjustment associated with such Asset Sale (PROVIDED that, to the extent and
at the time any such amounts are released from such reserve, such amounts
shall constitute Net Cash Proceeds) and (iii) the principal amount, premium
or penalty, if any, interest and other amounts on any Indebtedness for
borrowed money which is secured by the asset sold in such Asset Sale and
which is required to be repaid with such proceeds (other than any such
Indebtedness assumed by the purchaser of such asset); PROVIDED, HOWEVER,
that, if (x) the Borrower shall deliver a certificate of a Financial Officer
to the Administrative Agent at the time of receipt thereof setting forth the
Borrower's intent to reinvest such proceeds in assets of a kind then used or
usable in the business of the Borrower and its Subsidiaries or in the Equity
Interests of a person engaged in the same or related business as that of the
Borrower or any Subsidiary within 270 days of receipt of such proceeds and
(y) no Default or Event of Default shall have occurred and shall be
continuing at the time of such certificate or at the proposed time of the
application of such proceeds, such proceeds shall not constitute Net Cash
Proceeds except to the extent not so used or contractually committed to be
used at the end of such 270-day period, at which time such proceeds shall be
deemed to be Net Cash Proceeds; and (b) with respect to any incurrence or
disposition of Indebtedness or any Equity Issuance, the cash proceeds
thereof, net of all taxes and customary fees, commissions, costs and other
expenses incurred in connection therewith.

      "OBLIGATIONS" shall have the meaning assigned to such term in the
Collateral Agreement.

      "OTHER TAXES" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made


                                    Page 18



under any Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, any Loan Document.

      "OTHER TERM LOANS" shall have the meaning assigned to such term in
Section 2.25(a).

      "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

      "PERFECTION CERTIFICATE" shall mean the Perfection Certificate
substantially in the form of Annex 2 to the Collateral Agreement.

      "PERMITTED ACQUISITION" shall have the meaning assigned to such term in
Section 6.04(g).

      "PERMITTED INVESTMENTS" shall mean:

      (a) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such obligations are backed by the full faith and
credit of the United States of America), in each case maturing within one year
from the date of acquisition thereof;

      (b) investments in commercial paper maturing within 270 days from the date
of acquisition thereof and having, at such date of acquisition, the highest
credit rating obtainable from Standard & Poor's Ratings Service or from Moody's
Investors Service, Inc.;

      (c) investments in certificates of deposit, banker's acceptances and time
deposits maturing within one year from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, the Administrative Agent or any domestic office of any commercial
bank organized under the laws of the United States of America or any State
thereof that has a combined capital and surplus and undivided profits of not
less than $500,000,000;

      (d) fully collateralized repurchase agreements with a term of not more
than 30 days for securities described in clause (a) above and entered into with
a financial institution satisfying the criteria of clause (c) above;

      (e) investments in "money market funds" within the meaning of Rule 2a-7 of
the Investment Company Act of 1940, as amended, substantially all of whose
assets are invested in investments of the type described in clauses (a) through
(d) above; and

      (f) other short-term investments utilized by Foreign Subsidiaries in
accordance with normal investment practices for cash management in investments
of a type analogous to the foregoing.

      "PERMITTED INVESTORS" shall mean (a) the Sponsors and any other person
who is an Affiliate of any of the foregoing and (b) any member of senior
management of the Borrower on the Closing Date.


                                    Page 19



      "PERSON" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership,
Governmental Authority or other entity.

      "PLAN" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

      "PRIME RATE" shall mean the rate of interest per annum publicly
announced from time to time by Credit Suisse First Boston as its prime rate
in effect at its principal office in New York City; each change in the Prime
Rate shall be effective on the date such change is publicly announced as
being effective.

      "PRO FORMA BASIS" shall mean, with respect to compliance with any test
or covenant hereunder, in connection with or after the occurrence of any
Permitted Acquisition or Restricted Payment permitted under Section
6.06(a)(ii), compliance with such covenant or test after giving effect to any
such proposed Permitted Acquisition (including pro forma adjustments arising
out of events which are directly attributable to the proposed Permitted
Acquisition, are factually supportable and are expected to have a continuing
impact, in each case determined on a basis consistent with Article 11 of
Regulation S-X of the Securities Act of 1933, as amended, and as interpreted
by the staff of the Securities and Exchange Commission using, for purposes of
determining such compliance, the historical financial statements of all
entities or assets so acquired or to be acquired and the consolidated
financial statements of the Borrower and the Subsidiaries which shall be
reformulated as if such Permitted Acquisition, and any other Permitted
Acquisitions or Asset Sales that have been consummated during or after the
end of the relevant period, and any Indebtedness or other liabilities
incurred in connection with any such Permitted Acquisitions or otherwise
after the end of the relevant period had been consummated or incurred,
respectively, at the beginning of such period and assuming that any such
Indebtedness bears interest during any portion of the applicable measurement
period prior to the relevant acquisition at the weighted average of the
interest rates applicable to outstanding Loans during such period) or such
proposed Restricted Payment.

      "PRO FORMA COMPLIANCE" shall mean, at any date of determination, that
the Borrower shall be in pro forma compliance with the covenants set forth in
Sections 6.11, 6.12, 6.13 and 6.14 as of the last day of the most recent
fiscal quarter-end (computed on the basis of (a) balance sheet amounts as of
the most recently completed fiscal quarter, and (b) income statement amounts
for the most recently completed period of four consecutive fiscal quarters,
in each case, for which financial statements shall have been delivered to the
Administrative Agent and calculated on a Pro Forma Basis).

      "PRO RATA PERCENTAGE" of any Revolving Credit Lender at any time shall
mean the percentage of the Total Revolving Credit Commitment represented by
such Lender's Revolving Credit Commitment.  In the event the Revolving Credit
Commitments shall have expired or been terminated, the Pro Rata Percentages
shall be determined on the basis of the Revolving Credit Commitments most
recently in effect.


                                    Page 20



      "RCBA" shall mean (i) RCBA Strategic Partners, L.P. and its successors,
(ii) BLUM Capital Partners, L.P. and its successors and (iii) any investment
fund which is an Affiliate of Blum Capital Partners, L.P. or its successors.

      "REGISTER" shall have the meaning assigned to such term in Section
9.04(d).

      "REGULATION T" shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

      "REGULATION U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

      "REGULATION X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

      "RELATED FUND" shall mean, with respect to any Lender, any other person
that (x) invests in bank loans and (y) is advised or managed by the same
investment advisor as such Lender, by an Affiliate of such investment advisor
or by such Lender.

      "RELATED PARTIES" shall mean, with respect to any specified person,
such person's Affiliates and the respective directors, officers, employees,
agents and advisors of such person and such person's Affiliates.

      "RELEASE" shall mean any release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into or through the environment or within or upon any building,
structure, facility or fixture.

      "REQUIRED LENDERS" shall mean, at any time, Lenders having Loans
(excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused
Revolving Credit Commitments and Term Loan Commitments representing at least
a majority of the sum of all Loans outstanding (excluding Swingline Loans),
L/C Exposure, Swingline Exposure and unused  Revolving Credit Commitments and
Term Loan Commitments at such time.

      "RESPONSIBLE OFFICER" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such person
in respect of this Agreement.

      "RESTRICTED INDEBTEDNESS" shall mean Indebtedness of Holdings, the
Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance
of which is restricted under Section 6.09(b).

      "RESTRICTED PAYMENT" shall mean any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund
or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interests in Holdings,
the Borrower or any Subsidiary or any option, warrant or other right to
acquire any such Equity Interests in Holdings, the Borrower or any Subsidiary.


                                    Page 21



      "REVOLVING CREDIT BORROWING" shall mean a Borrowing comprised of
Revolving Loans.

      "REVOLVING CREDIT COMMITMENT" shall mean, with respect to each Lender,
the commitment of such Lender to make Revolving Loans hereunder as set forth
on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Lender assumed its Revolving Credit Commitment, as applicable, as the same
may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.

      "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender, plus the aggregate amount at such time of
such Lender's L/C Exposure, plus the aggregate amount at such time of such
Lender's Swingline Exposure.

      "REVOLVING CREDIT LENDER" shall mean a Lender with a Revolving Credit
Commitment or outstanding Revolving Credit Exposure.

      "REVOLVING CREDIT MATURITY DATE" shall mean July 20, 2007.

      "REVOLVING LOANS" shall mean the revolving loans made by the Lenders to
the Borrower pursuant to clause (d) of Section 2.01.

      "SECURED PARTIES" shall have the meaning assigned to such term in the
Collateral Agreement.

      "SECURITY DOCUMENTS" shall mean the Collateral Agreement and each of
the security agreements and other instruments and documents executed and
delivered pursuant to any of the foregoing or pursuant to Section 5.09.

      "SENIOR LEVERAGE RATIO" shall mean, on any date, the ratio of Total
Debt less the sum of (a) the aggregate outstanding principal amount of the
Senior Subordinated Notes plus (b) Available Cash on such date to
Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended on or prior to such date.

      "SENIOR SUBORDINATED NOTE DOCUMENTS" shall mean the Senior Subordinated
Notes, the Senior Subordinated Note Indenture and all other material
instruments, agreements and other documents evidencing or governing the
Senior Subordinated Notes or providing for any right in respect thereof.

      "SENIOR SUBORDINATED NOTE INDENTURE" shall mean the indenture dated as
of June 7, 2001, between the Borrower, Holdings and First State Street Bank,
as trustee, as in effect on the Closing Date and as thereafter amended from
time to time in accordance with the requirements thereof and of this
Agreement.

      "SENIOR SUBORDINATED NOTES" shall mean the Borrower's 11 1/4% Senior
Subordinated Notes Due June 15, 2011 issued pursuant to the Senior
Subordinated Note Indenture and any notes issued by the Borrower in exchange
for, and as contemplated by, the Senior Subordinated Notes with substantially
identical terms as the Senior Subordinated Notes.


                                    Page 22



      "SPONSORS" shall mean RCBA and Freeman Spogli & Co. Incorporated.

      "SPC" shall have the meaning assigned to such term in Section 9.04(i).

      "SPECIAL CO-INVESTMENT SUBSIDIARY" shall mean any wholly-owned
Co-investment Subsidiary that is or could become an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of
1940 as a result of becoming a Subsidiary Guarantor or a guarantor under the
Senior Subordinated Note Indenture.

      "STATUTORY RESERVES" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board and any other banking authority, domestic or
foreign, to which the Administrative Agent or any Lender (including any
branch, Affiliate, or other fronting office making or holding a Loan) is
subject for Eurocurrency Liabilities (as defined in Regulation D of the
Board).  Eurodollar Loans shall be deemed to constitute Eurocurrency
Liabilities as defined in Regulation D of the Board) and to be subject to
such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D.  Statutory Reserves shall be adjusted automatically
on and as of the effective date of any change in any reserve percentage.

      "SUBSIDIARY" shall mean, with respect to any person (herein referred to
as the "PARENT"), any corporation, partnership, association or other business
entity of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests (other than the general
partnership interests owned controlled or held by the Borrower or any
Subsidiary in any Co-investment Vehicle) are, at the time any determination
is being made, owned, controlled or held.

      "SUBSIDIARY" shall mean any subsidiary of the Borrower.

      "SUBSIDIARY GUARANTOR" shall mean each Domestic Subsidiary listed on
Schedule 1.01(a), and each other Subsidiary that is or becomes a party to a
Collateral Agreement.

      "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.22, as the same may be reduced
from time to time pursuant to Section 2.09 .

      "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans.  The Swingline
Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata
Percentage of the aggregate Swingline Exposure at such time.

      "SWINGLINE LENDER" shall mean Credit Suisse First Boston, in its
capacity as lender of Swingline Loans hereunder.

      "SWINGLINE LOAN" shall mean any loan made by the Swingline Lender
pursuant to Section 2.22.


                                    Page 23



      "SYNTHETIC PURCHASE AGREEMENT" shall mean any swap, derivative or other
agreement or combination of agreements pursuant to which Holdings, the
Borrower or any Subsidiary is or may become obligated to make (a) any payment
in connection with a purchase by any third party from a person other than
Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted
Indebtedness or (b) any payment (other than on account of a permitted
purchase by it of any Equity Interest or Restricted Indebtedness) the amount
of which is determined by reference to the price or value at any time of any
Equity Interest or Restricted Indebtedness; PROVIDED that no phantom stock or
similar plan providing for payments only to current or former directors,
officers, employees or consultants of Holdings, the Borrower or the
Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic
Purchase Agreement.

      "TAXES" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges, liabilities or withholdings imposed by
any Governmental Authority.

      "TERM BORROWING" shall mean a Borrowing comprised of Tranche A Term
Loans, Tranche B Term Loans or Incremental Term Loans.

      "TERM LENDER" shall mean a Lender with a Term Loan Commitment or an
outstanding Term Loan.

      "TERM LOAN COMMITMENTS" shall mean the Tranche A Commitments and the
Tranche B Commitments.  Unless the context shall otherwise require, after the
effectiveness of any Incremental Term Loan Commitment the term "Term Loan
Commitments" shall include such Incremental Term Loan Commitment.

      "TERM LOAN REPAYMENT DATES" shall mean the Tranche A Term Loan
Repayment Dates,  the Tranche B Term Loan Repayment Dates and the Incremental
Term Loan Repayment Dates.

      "TERM LOANS" shall mean the Tranche A Term Loans and the Tranche B Term
Loans.  Unless the context shall otherwise require, the term "Term Loans"
shall include any Incremental Term Loans.

      "TOTAL DEBT" shall mean, at any time, the total Indebtedness of the
Borrower and the Subsidiaries at such time (excluding (a) Melody Permitted
Indebtedness and (b) Indebtedness of the type described in clause (i) of the
definition of such term, except to the extent of any unreimbursed drawings
thereunder).

      "TOTAL REVOLVING CREDIT COMMITMENT" shall mean, at any time, the
aggregate amount of the Revolving Credit Commitments, as in effect at such
time.  The initial Total Revolving Credit Commitment is $90,000,000.

      "TOTAL SENIOR DEBT" at any time shall mean the Total Debt at such time
less the aggregate amount outstanding of Senior Subordinated Notes.

      "TRANCHE A COMMITMENT" shall mean, with respect to each Lender, the
commitment of such Lender to make Tranche A Term Loans hereunder as set forth
on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Lender assumed its Term Loan Commitment, as applicable, as the same may be
(a) reduced from time to time pursuant to


                                    Page 24



Section 2.09 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
the aggregate Tranche A Commitments is $50,000,000.

      "TRANCHE A MATURITY DATE" shall mean July 20, 2007.

      "TRANCHE A TERM BORROWING" shall mean a Borrowing comprised of Tranche
A Term Loans.

      "TRANCHE A TERM LOAN REPAYMENT DATE" shall have the meaning assigned to
such term in Section 2.11(a)(i).

      "TRANCHE A TERM LOANS" shall mean the term loans made by the Lenders to
the Borrower pursuant to clause (a) of Section 2.01.  Unless the context
shall otherwise require, the term "Tranche A Term Loans" shall include any
Incremental Term Loans that are designated as such in the applicable
Incremental Term Loan Assumption Agreement and that are made on  terms
identical to the Tranche A Term Loans.

      "TRANCHE B COMMITMENT" shall mean, with respect to each Lender, the
commitment of such Lender to make Tranche B Term Loans hereunder as set forth
on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such
Lender assumed its Term Loan Commitment, as applicable, as the same may be
(a) reduced from time to time pursuant to Section 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.  The initial amount of the aggregate Tranche B
Commitments is $185,000,000.

      "TRANCHE B MATURITY DATE" shall mean July 18, 2008.

      "TRANCHE B TERM BORROWING" shall mean a Borrowing comprised of Tranche
B Term Loans.

      "TRANCHE B TERM LOAN REPAYMENT DATE" shall have the meaning assigned to
such term in Section 2.11(a)(ii).

      "TRANCHE B TERM LOANS" shall mean the term loans made by the Lenders to
the Borrower pursuant to clause (b) of Section 2.01.  Unless the context
shall otherwise require, the term "Tranche B Term Loans" shall include any
Incremental Term Loans that are designated as such in the applicable
Incremental Term Loan Assumption Agreement and that are made on terms
identical to the Tranche B Term Loans.

      "TRANSACTION DOCUMENTS" shall mean the (a) Merger Agreement, (b) the
Securities Purchase Agreement, Anti-Dilution Agreement, Registration Rights
Agreement, Warrant Agreement and Tax Sharing Agreement entered into in
connection with the Merger Agreement and the Cash Equity Contribution, (c)
the Holdco Note Documents and (d) the Senior Subordinated Note Documents.

      "TRANSACTIONS" shall mean, collectively, the transactions to occur on
or prior to the Closing Date pursuant to the Documents, including (a) the
consummation of the Merger, (b) the


                                    Page 25



execution and delivery of the Loan Documents and the initial borrowings
hereunder, (c) the execution and delivery of the Holdco Note Documents and the
issuance of the Holdco Notes, (d) the execution and delivery of the Senior
Subordinated Note Documents and the issuance of the Senior Subordinated Notes,
(e) the closing of the Debt Tender Offer and the related Consent Solicitation,
(f) the Cash Equity Contribution and (g) the payment of all fees and expenses to
be paid on or prior to the Closing Date and owing in connection with the
foregoing.

      "TYPE", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined.  For purposes hereof, the term
"Rate" shall include the Adjusted LIBO Rate and the Alternate Base Rate.

      "WHOLLY OWNED SUBSIDIARY" of any person shall mean a subsidiary of such
person of which securities (except for directors' qualifying shares) or other
ownership interests representing 100% of the Equity Interests are, at the
time any determination is being made, owned, controlled or held by such
person or one or more wholly owned Subsidiaries of such person or by such
person and one or more wholly owned Subsidiaries of such person.

      "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02. TERMS GENERALLY. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall"; and
the words "asset" and "property" shall be construed as having the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; PROVIDED, HOWEVER, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Article
VI or any related definition to eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

      SECTION 1.03. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans may be classified and referred to by Class (E.G., a "Revolving
Loan") or by


                                    Page 26



Type (E.G., a "Eurodollar Loan") or by Class and Type (E.G., a "Eurodollar
Revolving Loan"). Borrowings also may be classified and referred to by Class
(E.G., a "Revolving Borrowing") or by Type (E.G., a "Eurodollar Borrowing") or
by Class and Type (E.G., a "Eurodollar Revolving Borrowing").

      SECTION 1.04. PRO FORMA CALCULATIONS. With respect to any period during
which any Permitted Acquisition occurs as permitted pursuant to the terms
hereof, for purposes of determining compliance or Pro Forma Compliance with the
covenants set forth in Sections 6.11, 6.12, 6.13 and 6.14, the Interest Coverage
Ratio, Fixed Charge Coverage Ratio, Leverage Ratio and Senior Leverage Ratio
shall be calculated with respect to such periods and such Permitted Acquisition
on a Pro Forma Basis.

                                   ARTICLE II

                                   THE CREDITS

      SECTION 2.01. COMMITMENTS. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Lender agrees,
severally and not jointly, (a) to make a Tranche A Term Loan to the Borrower on
the Closing Date in a principal amount not to exceed its Tranche A Commitment,
(b) to make a Tranche B Term Loan to the Borrower on the Closing Date in a
principal amount not to exceed its Tranche B Commitment, (c) if such Lender has
so committed pursuant to Section 2.25, to make Incremental Term Loans to the
Borrower, in an aggregate principal amount not to exceed its Incremental Term
Loan Commitment, and (d) to make Revolving Loans to the Borrower, at any time
and from time to time on or after the date hereof, and until the earlier of the
Revolving Credit Maturity Date and the termination of the Revolving Credit
Commitment of such Lender in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in such Lender's
Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment.
Within the limits set forth in clause (d) of the preceding sentence and subject
to the terms, conditions and limitations set forth herein, the Borrower may
borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in
respect of Term Loans may not be reborrowed.

      SECTION 2.02. LOANS. (a) Each Loan (other than Swingline Loans) shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective applicable Commitments; PROVIDED, HOWEVER, that
the failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an
aggregate principal amount that is (i) an integral multiple of $1,000,000 and
not less than $5,000,000 (except with respect to any Incremental Term Borrowing,
to the extent otherwise provided in the related Incremental Term Loan Assumption
Agreement) or (ii) equal to the remaining available balance of the applicable
Commitments.

      (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant
to Section 2.03. Each


                                    Page 27



Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; PROVIDED that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement. Borrowings of more
than one Type may be outstanding at the same time; provided, however, that the
Borrower shall not be entitled to request any Borrowing that, if made, would
result in more than 10 Eurodollar Borrowings outstanding hereunder at any time.
For purposes of the foregoing, Borrowings having different Interest Periods,
regardless of whether they commence on the same date, shall be considered
separate Borrowings.

      (c) Except with respect to Loans deemed made pursuant to Section 2.02(f),
each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 2:00 p.m.,
New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account in the name of the Borrower, designated by the
Borrower in the applicable Borrowing Request, or, if a Borrowing shall not occur
on such date because any condition precedent herein specified shall not have
been met, return the amounts so received to the respective Lenders.

      (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

      (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Revolving Credit Borrowing if (i) the
Interest Period requested with respect thereto would end after the Revolving
Credit Maturity Date or (ii) any Swingline Loan would be outstanding after
giving effect to the use of proceeds of such Borrowing.

      (f) If the Issuing Bank shall not have received from the Borrower the
payment required to be made by Section 2.23(e) within the time specified in such
Section, the Issuing Bank will promptly notify the Administrative Agent of the
L/C Disbursement and the Administrative Agent will promptly notify each
Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage
thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately
available funds to the Administrative Agent not later than 2:00


                                    Page 28



p.m., New York City time, on such date (or, if such Revolving Credit Lender
shall have received such notice later than 12:00 (noon), New York City time, on
any day, not later than 10:00 a.m., New York City time, on the immediately
following Business Day), an amount equal to such Lender's Pro Rata Percentage of
such L/C Disbursement (it being understood that such amount shall be deemed to
constitute an ABR Revolving Loan of such Lender and such payment shall be deemed
to have reduced the L/C Exposure), and the Administrative Agent will promptly
pay to the Issuing Bank amounts so received by it from the Revolving Credit
Lenders. The Administrative Agent will promptly pay to the Issuing Bank any
amounts received by it from the Borrower pursuant to Section 2.23(e) prior to
the time that any Revolving Credit Lender makes any payment pursuant to this
paragraph (f); any such amounts received by the Administrative Agent thereafter
will be promptly remitted by the Administrative Agent to the Revolving Credit
Lenders that shall have made such payments and to the Issuing Bank, as their
interests may appear. If any Revolving Credit Lender shall not have made its Pro
Rata Percentage of such L/C Disbursement available to the Administrative Agent
as provided above, such Lender and the Borrower severally agree to pay interest
on such amount, for each day from and including the date such amount is required
to be paid in accordance with this paragraph to but excluding the date such
amount is paid, to the Administrative Agent for the account of the Issuing Bank
at (i) in the case of the Borrower, a rate per annum equal to the interest rate
applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case
of such Lender, for the first such day, the Federal Funds Effective Rate, and
for each day thereafter, the Alternate Base Rate.

      SECTION 2.03. BORROWING PROCEDURE. In order to request a Borrowing (other
than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to
which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax
to the Administrative Agent a duly completed Borrowing Request (a) in the case
of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three
Business Days before a proposed Borrowing, and (b) in the case of an ABR
Borrowing, not later than 12:00 noon, New York City time, on the Business Day of
a proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be
signed by or on behalf of the Borrower and shall specify the following
information: (i) whether the Borrowing then being requested is to be a Tranche A
Term Borrowing, a Tranche B Term Borrowing, an Incremental Term Borrowing or a
Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar
Borrowing or an ABR Borrowing (provided that until the Administrative Agent
shall have notified the Borrower that the primary syndication of the Commitments
and Loans has been completed (which notice shall be given as promptly as
practicable and, in any event, on or prior to July 27, 2001) the Borrower shall
not be permitted to request a Eurodollar Borrowing); (ii) the date of such
Borrowing (which shall be a Business Day); (iii) the number and location of the
account to which funds are to be disbursed (which shall be an account that
complies with the requirements of Section 2.02(c)); (iv) the amount of such
Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the
Interest Period with respect thereto; provided, however, that, notwithstanding
any contrary specification in any Borrowing Request, each requested Borrowing
shall comply with the requirements set forth in Section 2.02. If no election as
to the Type of Borrowing is specified in any such notice, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any
Eurodollar Borrowing is specified in any such notice, then the Borrower shall be
deemed to have selected an Interest Period of one month's duration. The
Administrative Agent shall promptly advise the applicable Lenders of any notice
given pursuant to this Section 2.03 (and the contents thereof), and of each
Lender's portion of the requested Borrowing.


                                    Page 29



      SECTION 2.04. EVIDENCE OF DEBT; REPAYMENT OF LOANS. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender (i) the principal amount of each Term Loan of such Lender
as provided in Section 2.11 and (ii) the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Credit Maturity Date. The
Borrower hereby promises to pay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the Revolving Credit Maturity Date.

      (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

      (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower or any Guarantor and each Lender's share thereof.

      (d) The entries made in the accounts maintained pursuant to paragraphs (b)
and (c) above shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; PROVIDED, HOWEVER, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrower to repay the Loans in
accordance with their terms.

      (e) Any Lender may request that Loans made by it hereunder be evidenced by
a promissory note. In such event, the Borrower shall execute and deliver to such
Lender a promissory note payable to such Lender and its registered assigns and
in a form and substance reasonably acceptable to the Administrative Agent and
the Borrower. Notwithstanding any other provision of this Agreement, in the
event any Lender shall request and receive such a promissory note, the interests
represented by such note shall at all times (including after any assignment of
all or part of such interests pursuant to Section 9.04) be represented by one or
more promissory notes payable to the payee named therein or its registered
assigns.

      SECTION 2.05. FEES. (a) The Borrower agrees to pay to each Lender, through
the Administrative Agent, on the last Business Day of March, June, September and
December in each year and on each date on which any Commitment of such Lender
shall expire or be terminated as provided herein, a commitment fee (a
"COMMITMENT FEE") equal to 1/2 of 1% per annum on the daily unused amount of the
Commitments of such Lender (other than the Swingline Commitment) during the
preceding quarter (or other period commencing with the date hereof or ending
with the Revolving Credit Maturity Date or the date on which the Commitments of
such Lender shall expire or be terminated). All Commitment Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days. The Commitment Fee due to each Lender shall commence to accrue on the date
hereof and shall cease to accrue on the date on which the Commitment of such
Lender shall expire or be terminated as provided herein. For purposes of
calculating Commitment Fees only, no portion of the Revolving Credit


                                    Page 30



Commitments shall be deemed utilized under Section 2.17 as a result of
outstanding Swingline Loans.

      (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, the administrative fees at the times and in the amounts agreed to by
the Borrower and the Administrative Agent from time to time (the "ADMINISTRATIVE
AGENT FEES").

      (c) The Borrower agrees to pay (i) to each Revolving Credit Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December of each year and on the date on which the Revolving
Credit Commitment of such Lender shall be terminated as provided herein, a fee
(an "L/C PARTICIPATION FEE") calculated on such Lender's Pro Rata Percentage of
the daily aggregate L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements) during the preceding quarter (or shorter period
commencing with the date hereof or ending with the Revolving Credit Maturity
Date or the date on which all Letters of Credit have been canceled or have
expired and the Revolving Credit Commitments of all Lenders shall have been
terminated) at a rate per annum equal to the Applicable Percentage from time to
time used to determine the interest rate on Revolving Credit Borrowings
comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing
Bank with respect to each Letter of Credit the standard fronting, issuance and
drawing fees as agreed by the Issuing Bank and the Borrower (the "ISSUING BANK
FEES"). All L/C Participation Fees and Issuing Bank Fees shall be computed on
the basis of the actual number of days elapsed in a year of 360 days.

      (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.

      SECTION 2.06. INTEREST ON LOANS. (a) Subject to the provisions of Section
2.07, the Loans comprising each ABR Borrowing, including each Swingline Loan,
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate
is determined by reference to the Prime Rate and over a year of 360 days at all
other times) at a rate per annum equal to the Alternate Base Rate plus the
Applicable Percentage in effect from time to time.

      (b) Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Percentage in effect from time to time.

      (c) Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan except as otherwise provided in this Agreement. The
applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or
day within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.


                                    Page 31



      SECTION 2.07. DEFAULT INTEREST. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, or under any other Loan Document,
the Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case of overdue principal,
at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus
2.00% per annum and (b) in all other cases, at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) equal to the rate that would be applicable to an
ABR Revolving Loan plus 2.00%.

      SECTION 2.08. ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to the Required Lenders of making or
maintaining its Eurodollar Loan during such Interest Period, or that reasonable
means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative
Agent shall, as soon as practicable thereafter, give written or fax notice of
such determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent under this Section 2.08 shall be
conclusive absent manifest error.

      SECTION 2.09. TERMINATION AND REDUCTION OF COMMITMENTS. (a) The Term Loan
Commitments (other than any Incremental Term Loan Commitments, which shall
terminate in accordance with the applicable Incremental Term Loan Assumption
Agreement) shall automatically terminate upon the making of the Term Loans to be
made on the Closing Date. The Revolving Credit Commitments, the Swingline
Commitment and the L/C Commitment shall automatically terminate on the Revolving
Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall
automatically terminate at 5:00 p.m., New York City time, on July 20, 2001, if
the initial Credit Event shall not have occurred by such time.

      (b) Upon at least three Business Days' prior irrevocable written or fax
notice to the Administrative Agent, the Borrower may, without premium or
penalty, at any time in whole permanently terminate, or from time to time in
part permanently reduce, the Term Loan Commitments or the Revolving Credit
Commitments; provided, however, that (i) each partial reduction of the Term Loan
Commitments or the Revolving Credit Commitments shall be in an integral multiple
of $1,000,000 and in a minimum amount of $5,000,000 and (ii) the Total Revolving
Credit Commitment shall not be reduced to an amount that is less than the sum of
the Aggregate Revolving Credit Exposure at the time.

      (c) Each reduction in the Term Loan Commitments or the Revolving Credit
Commitments hereunder shall be made ratably among the Lenders in accordance with
their respective applicable Commitments. The Borrower shall pay to the
Administrative Agent for the


                                    Page 32



account of the applicable Lenders, on the date of
each termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.

      SECTION 2.10. CONVERSION AND CONTINUATION OF BORROWINGS. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 12:00 noon, New York City time, two
Business Days prior to conversion, to convert any Eurodollar Borrowing into an
ABR Borrowing, (b) not later than 1:00 p.m., New York City time, three Business
Days prior to conversion or continuation, to convert any ABR Borrowing into a
Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar
Borrowing for an additional Interest Period, and (c) not later than 1:00 p.m.,
New York City time, three Business Days prior to conversion, to convert the
Interest Period with respect to any Eurodollar Borrowing to another permissible
Interest Period, subject in each case to the following:

            (i) each conversion or continuation shall be made pro rata among the
      Lenders in accordance with the respective principal amounts of the Loans
      comprising the converted or continued Borrowing;

            (ii) if less than all the outstanding principal amount of any
      Borrowing shall be converted or continued, then each resulting Borrowing
      shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b)
      regarding the principal amount and maximum number of Borrowings of the
      relevant Type;

            (iii) each conversion shall be effected by each Lender and the
      Administrative Agent by recording for the account of such Lender the new
      Loan of such Lender resulting from such conversion and reducing the Loan
      (or portion thereof) of such Lender being converted by an equivalent
      principal amount; accrued interest on any Eurodollar Loan (or portion
      thereof) being converted shall be paid by the Borrower at the time of
      conversion;

            (iv) if any Eurodollar Borrowing is converted at a time other than
      the end of the Interest Period applicable thereto, the Borrower shall pay,
      upon demand, any amounts due to the Lenders pursuant to Section 2.16;

            (v) any portion of a Borrowing maturing or required to be repaid in
      less than one month may not be converted into or continued as a Eurodollar
      Borrowing;

            (vi) any portion of a Eurodollar Borrowing that cannot be converted
      into or continued as a Eurodollar Borrowing by reason of the immediately
      preceding clause shall be automatically converted at the end of the
      Interest Period in effect for such Borrowing into an ABR Borrowing;

            (vii) no Interest Period may be selected for any Eurodollar Term
      Borrowing that would end later than a Term Loan Repayment Date occurring
      on or after the first day of such Interest Period if, after giving effect
      to such selection, the aggregate outstanding amount of (A) the Eurodollar
      Term Borrowings comprised of Tranche A Term Loans, Tranche B Term Loans or
      Incremental Term Loans, as applicable, with Interest Periods ending on or
      prior to such Term Loan Repayment Date and (B) the ABR Term Borrowings
      comprised of Tranche A Term Loans, Tranche B Term Loans or Incremental


                                    Page 33



      Term Loans, as applicable, would not be at least equal to the principal
      amount of Term Borrowings to be paid on such Term Loan Repayment Date; and

            (viii) upon notice to the Borrower from the Administrative Agent
      given at the request of the Required Lenders, after the occurrence and
      during the continuance of a Default or Event of Default, no outstanding
      Loan may be converted into, or continued as, a Eurodollar Loan and any
      outstanding Eurodollar Borrowing shall, at the end of the Interest Period
      applicable thereto (unless repaid pursuant to the terms hereof),
      automatically be converted to an ABR Borrowing.

      Each notice pursuant to this Section 2.10 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing that the Borrower requests be converted or continued, (ii) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing
or an ABR Borrowing, (iii) if such notice requests a conversion, the date of
such conversion (which shall be a Business Day) and (iv) if such Borrowing is
to be converted to or continued as a Eurodollar Borrowing, the Interest
Period with respect thereto.  If no Interest Period is specified in any such
notice with respect to any conversion to or continuation as a Eurodollar
Borrowing, the Borrower shall be deemed to have selected an Interest Period
of one month's duration.  The Administrative Agent shall advise the Lenders
of any notice given pursuant to this Section 2.10 and of each Lender's
portion of any converted or continued Borrowing.  If the Borrower shall not
have given notice in accordance with this Section 2.10 to continue any
Borrowing into a subsequent Interest Period (and shall not otherwise have
given notice in accordance with this Section 2.10 to convert such Borrowing),
such Borrowing shall, at the end of the Interest Period applicable thereto
(unless repaid pursuant to the terms hereof), automatically be converted to
an ABR Borrowing.

      SECTION 2.11. REPAYMENT OF TERM BORROWINGS. (a) (i) The Borrower shall pay
to the Administrative Agent, for the account of the Lenders, on the dates set
forth below, or if any such date is not a Business Day, on the next preceding
Business Day (each such date being a "TRANCHE A TERM LOAN REPAYMENT DATE"), a
principal amount of the Tranche A Term Loans (as adjusted from time to time
pursuant to Sections 2.11(b), 2.12, 2.13(f) and 2.25(d)) equal to the amount set
forth below for such date, together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such
payment:



                  DATE                       AMOUNT
                  ----                       ------
                                          
                  September 30, 2001         $1,875,000

                  December 31, 2001          $1,875,000
                  March 31, 2002             $1,875,000
                  June 30, 2002              $1,875,000
                  September 30, 2002         $1,875,000
                  December 31, 2002          $1,875,000

                  March 31, 2003             $1,875,000
                  June 30, 2003              $1,875,000
                  September 30, 2003         $2,187,500
                  December 31, 2003          $2,187,500


                                    Page 34


                  DATE                       AMOUNT
                  ----                       ------
                  March 31, 2004             $2,187,500
                  June 30, 2004              $2,187,500
                  September 30, 2004         $2,187,500
                  December 31, 2004          $2,187,500
                  March 31, 2005             $2,187,500
                  June 30, 2005              $2,187,500
                  September 30, 2005         $2,187,500
                  December 31, 2005          $2,187,500
                  March 31, 2006             $2,187,500
                  June 30, 2006              $2,187,500
                  September 30, 2006         $2,187,500
                  December 31, 2006          $2,187,500
                  March 31, 2007             $2,187,500
                  Tranche A Maturity Date    $2,187,500



            (ii) The Borrower shall pay to the Administrative Agent, for the
      account of the Lenders, on the dates set forth below, or if any such date
      is not a Business Day, on the next preceding Business Day (each such date
      being a "Tranche B Term Loan Repayment Date"), a principal amount of the
      Tranche B Term Loans (as adjusted from time to time pursuant to Sections
      2.11(b), 2.12, 2.13(f) and 2.25(d)) equal to the amount set forth below
      for such date, together in each case with accrued and unpaid interest on
      the principal amount to be paid to but excluding the date of such payment:



                  DATE                       AMOUNT
                  ----                       ------
                                          
                  September 30, 2001         $462,500
                  December 31, 2001          $462,500
                  March 31, 2002             $462,500
                  June 30, 2002              $462,500
                  September 30, 2002         $462,500
                  December 31, 2002          $462,500
                  March 31, 2003             $462,500
                  June 30, 2003              $462,500
                  September 30, 2003         $462,500
                  December 31, 2003          $462,500
                  March 31, 2004             $462,500
                  June 30, 2004              $462,500
                  September 30, 2004         $462,500
                  December 31, 2004          $462,500
                  March 31, 2005             $462,500
                  June 30, 2005              $462,500
                  September 30, 2005         $462,500
                  December 31, 2005          $462,500
                  March 31, 2006             $462,500
                  June 30, 2006              $462,500
                  September 30, 2006         $462,500
                  December 31, 2006          $462,500


                                    Page 35


                  DATE                       AMOUNT
                  ----                       ------
                  March 31, 2007             $462,500
                  June 30, 2007              $462,500
                  September 30, 2007         $462,500
                  December 31, 2007          $462,500
                  March 31, 2008             $462,500
                  Tranche B Maturity Date    $172,512,500


            (iii) The Borrower shall pay to the Administrative Agent, for the
      account of the Lenders, on each Incremental Term Loan Repayment Date, a
      principal amount of the Other Term Loans (as adjusted from time to time
      pursuant to Sections 2.11(b), 2.12 and 2.13(f)) equal to the amount set
      forth for such date in the applicable Incremental Term Loan Assumption
      Agreement, together in each case with accrued and unpaid interest on the
      principal amount to be paid to but excluding the date of such payment.

      (b) In the event and on each occasion that any Term Loan Commitments shall
be reduced or shall expire or terminate other than as a result of the making of
a Term Loan, the installments payable on each Term Loan Repayment Date shall be
reduced pro rata by an aggregate amount equal to the amount of such reduction,
expiration or termination.

      (c) To the extent not previously paid, all Tranche A Term Loans, Tranche B
Term Loans and Incremental Term Loans shall be due and payable on the Tranche A
Maturity Date, Tranche B Maturity Date and Incremental Term Loan Maturity Date,
respectively, together with accrued and unpaid interest on the principal amount
to be paid to but excluding the date of payment.

      (d) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

      SECTION 2.12. PREPAYMENT. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, upon at
least three Business Days' prior written or fax notice (or telephone notice
promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or
written or fax notice (or telephone notice promptly confirmed by written or fax
notice) on the Business Day of prepayment in the case of ABR Loans, to the
Administrative Agent before 1:00 p.m., New York City time; PROVIDED, HOWEVER,
that each partial prepayment shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000.

      (b) Optional prepayments of Term Loans shall be allocated pro rata among
the then outstanding Tranche A Term Loans, Tranche B Term Loans and Other Term
Loans and applied, first, to the scheduled installments of principal due in
respect of the Tranche A Term Loans, Tranche B Terms Loans and Other Term Loans
within the 12 months following such prepayment, then pro rata against the
remaining scheduled installments of principal due in respect of the Tranche A
Term Loans, Tranche B Term Loans and Other Term Loans under Sections 2.11(a)(i),
(ii) and (iii), respectively.


                                    Page 36



      (c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty,
except as provided in paragraph (d) below. All prepayments under this Section
2.12 shall be accompanied by accrued and unpaid interest on the principal amount
to be prepaid to but excluding the date of payment.

      (d) Any optional prepayment of Tranche B Term Loans made at any time (i)
from the Closing Date to and including the first anniversary thereof will be in
an amount equal to 102% of the principal amount of such Loans prepaid, (ii)
after the first anniversary of the Closing Date to and including the second
anniversary of the Closing Date will be in an amount equal to 101% of the
principal amount of such Loans prepaid and (iii) after the second anniversary of
the Closing Date will be in an amount equal to 100% of the principal amount of
such Loans prepaid.

      SECTION 2.13. MANDATORY PREPAYMENTS. (a) In the event of any termination
of all the Revolving Credit Commitments, the Borrower shall, on the date of such
termination, repay or prepay all its outstanding Revolving Credit Borrowings and
all outstanding Swingline Loans and replace all outstanding Letters of Credit
and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral
account established with the Collateral Agent for the benefit of the Secured
Parties. If as a result of any partial reduction of the Revolving Credit
Commitments the Aggregate Revolving Credit Exposure would exceed the Total
Revolving Credit Commitment after giving effect thereto, then the Borrower
shall, on the date of such reduction, repay or prepay Revolving Credit
Borrowings or Swingline Loans (or a combination thereof) and/or cash
collateralize Letters of Credit in an amount sufficient to eliminate such
excess.

      (b) Not later than the third Business Day following the completion of any
Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with
respect thereto to prepay (i) outstanding Term Loans in accordance with Section
2.13(f) and (ii) after the payment in full of the outstanding Term Loans,
outstanding Revolving Loans (without any reduction in Revolving Credit
Commitments).

      (c) In the event and on each occasion that an Equity Issuance occurs, the
Borrower shall, substantially simultaneously with (and in any event not later
than the third Business Day next following) the occurrence of such Equity
Issuance, apply 100% of the Net Cash Proceeds therefrom to prepay outstanding
Term Loans in accordance with Section 2.13(f).

      (d) No later than the earlier of (i) 45 days after the end of the second
fiscal quarter of each fiscal year of the Borrower, commencing with the fiscal
quarter ending on June 30, 2002, and (ii) the date on which the financial
statements with respect to such fiscal quarter are delivered pursuant to Section
5.04(b), the Borrower shall prepay outstanding Term Loans in accordance with
Section 2.13(f) in an aggregate principal amount equal to (A) 75% of Excess Cash
Flow for the period of twelve consecutive months then ended if the Leverage
Ratio at the end of such period shall have been greater than or equal to 2.0 to
1.0, or (B) 50% of Excess Cash Flow for the period of twelve consecutive months
then ended if the Leverage Ratio at the end of such period of twelve consecutive
months shall have been less than 2.0 to 1.0.


                                    Page 37



      (e) In the event that any Loan Party or any subsidiary of a Loan Party
shall receive Net Cash Proceeds from the incurrence or disposition of
Indebtedness (other than Indebtedness permitted pursuant to Section 6.01), the
Borrower shall, substantially simultaneously with (and in any event not later
than the third Business Day next following) the receipt of such Net Cash
Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of
such Net Cash Proceeds to prepay outstanding Term Loans in accordance with
Section 2.13(f).

      (f) Mandatory prepayments of outstanding Term Loans under this Agreement
shall be allocated pro rata among the then outstanding Tranche A Term Loans,
Tranche B Term Loans and Other Term Loans, and, subject to paragraph (h) below,
applied pro rata against the remaining scheduled installments of principal due
in respect of Tranche A Term Loans, Tranche B Term Loans and Other Term Loans
under Sections 2.11(a)(i), (ii) and (iii), respectively.

      (g) The Borrower shall deliver to the Administrative Agent, at the time of
each prepayment required under this Section 2.13, (i) a certificate signed by a
Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three days' prior written notice of such prepayment. Each notice of
prepayment shall specify the prepayment date, the Type of each Loan being
prepaid and the principal amount of each Loan (or portion thereof) to be
prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject
to Section 2.16, but shall otherwise be without premium or penalty.

      (h) So long as any Tranche A Term Loans shall remain outstanding, any
Tranche B Lender or, to the extent so provided in the applicable Incremental
Term Loan Assumption Agreement, any Incremental Term Lender, may elect, by
notice to the Administrative Agent in writing no later than 3:00 p.m., New York
City time, at least three Business Days prior to any prepayment of Tranche B
Term Loans or Incremental Term Loans required to be made by the Borrower for the
account of such Lender pursuant to this Section 2.13, to cause all or a portion
of such prepayment to be applied instead to prepay Tranche A Term Loans in
accordance with paragraph (f) above.

      (i) For a period of 45 consecutive days (the "CLEANUP PERIOD") commencing
on any day in the month of December of each year, chosen at the option of the
Borrower, the Borrower shall ensure that no Revolving Loans or Swingline Loans
are outstanding under this Agreement. In order to comply with the previous
sentence, the Borrower shall, if necessary, prepay in full the aggregate
principal amount of all Revolving Loans and Swingline Loans outstanding at the
commencement of the Cleanup Period and shall not during the Cleanup Period
request any Revolving Loans or Swingline Loans; PROVIDED that such limitation
shall not affect the ability of the Borrower to request a Letter of Credit
during the Cleanup Period. The obligations of the Borrower under this paragraph
are in addition to, and shall not in any manner limit, any other obligation of
the Borrower hereunder to prepay or repay Revolving Loans and Swingline Loans.

      SECTION 2.14. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
Notwithstanding any other provision of this Agreement, if any Change in Law
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of or credit
extended by any Lender or the Issuing Bank (except any such reserve requirement
which is reflected in the Adjusted LIBO Rate) or shall impose on


                                    Page 38



such Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein (other than any change to the
basis or rate of taxation applicable to any Lender), and the result of any of
the foregoing shall be to increase the cost to such Lender or the Issuing Bank
of making or maintaining any Eurodollar Loan or increase the cost to any Lender
of issuing or maintaining any Letter of Credit or purchasing or maintaining a
participation therein or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Lender or the Issuing Bank to be
material, then the Borrower will pay to such Lender or the Issuing Bank, as the
case may be, upon demand such additional amount or amounts (without duplication
of amounts paid by the Borrower pursuant to Section 2.20) as will compensate
such Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.

      (b) If any Lender or the Issuing Bank shall have determined that any
Change in Law regarding capital adequacy has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made or participations in Letters of
Credit purchased by such Lender pursuant hereto or the Letters of Credit issued
by the Issuing Bank pursuant hereto to a level below that which such Lender or
the Issuing Bank or such Lender's or the Issuing Bank's holding company could
have achieved but for such Change in Law (taking into consideration such
Lender's or the Issuing Bank's policies and the policies of such Lender's or the
Issuing Bank's holding company with respect to capital adequacy) by an amount
deemed by such Lender or the Issuing Bank to be material, then from time to time
the Borrower shall pay to such Lender or the Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's holding company for any such
reduction suffered.

      (c) A certificate of a Lender or the Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as applicable, as specified in paragraph (a) or (b) above, and
setting forth in reasonable detail the basis on which such amount or amounts
were calculated shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender or the Issuing Bank
the amount shown as due on any such certificate delivered by it within 20 days
after its receipt of the same.

      (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be under any obligation to compensate any Lender or
the Issuing Bank under paragraph (a) or (b) above with respect to increased
costs or reductions with respect to any period prior to the date that is 120
days prior to such request if such Lender or the Issuing Bank knew or could
reasonably have been expected to know of the circumstances giving rise to such
increased costs or reductions and of the fact that such circumstances would
result in a claim for increased compensation by reason of such increased costs
or reductions; provided further that the foregoing limitation shall not apply to
any increased costs or reductions arising out of the retroactive application of
any Change in Law within such 120-day period. The protection of this Section
shall be available to each Lender and


                                    Page 39



the Issuing Bank regardless of any possible contention of the invalidity or
inapplicability of the Change in Law that shall have occurred or been imposed.

      SECTION 2.15. CHANGE IN LEGALITY. (a) Notwithstanding any other provision
of this Agreement, if any Change in Law shall make it unlawful for any Lender to
make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Administrative Agent:

            (i) such Lender may declare that Eurodollar Loans will not
      thereafter (for the duration of such unlawfulness) be made by such Lender
      hereunder (or be continued for additional Interest Periods and ABR Loans
      will not thereafter (for such duration) be converted into Eurodollar
      Loans), whereupon any request for a Eurodollar Borrowing (or to convert an
      ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
      Borrowing for an additional Interest Period) shall, as to such Lender
      only, be deemed a request for an ABR Loan (or a request to continue an ABR
      Loan as such or to convert a Eurodollar Loan into an ABR Loan, as the case
      may be), unless such declaration shall be subsequently withdrawn; and

            (ii) such Lender may require that all outstanding Eurodollar Loans
      made by it be converted to ABR Loans, in which event all such Eurodollar
      Loans shall be automatically converted to ABR Loans as of the effective
      date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above,
all payments and prepayments of principal that would otherwise have been
applied to repay the Eurodollar Loans that would have been made by such
Lender or the converted Eurodollar Loans of such Lender shall instead be
applied to repay the ABR Loans made by such Lender in lieu of, or resulting
from the conversion of, such Eurodollar Loans.

      (b) For purposes of this Section 2.15, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period then applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

      SECTION 2.16. INDEMNITY. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other than a default by such Lender in the performance of its
obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan
prior to the end of the Interest Period in effect therefor, (ii) the conversion
of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period
with respect to any Eurodollar Loan, in each case other than on the last day of
the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made
by such Lender (including any Eurodollar Loan to be made pursuant to a
conversion or continuation under Section 2.10) not being made after notice of
such Loan shall have been given by the Borrower hereunder (any of the events
referred to in this clause (a) being called a "BREAKAGE EVENT") or (b) any
default in the making of any payment or prepayment of any Eurodollar Loan
required to be made hereunder. In the case of any Breakage Event, such loss
shall include an amount equal to the excess, as reasonably


                                    Page 40



determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar
Loan that is the subject of such Breakage Event for the period from the date of
such Breakage Event to the last day of the Interest Period in effect (or that
would have been in effect) for such Loan over (ii) the amount of interest likely
to be realized by such Lender in redeploying the funds released or not utilized
by reason of such Breakage Event for such period. A certificate of any Lender
setting forth any amount or amounts which such Lender is entitled to receive
pursuant to this Section 2.16, and setting forth in reasonable detail the basis
on which such amount or amounts were calculated, shall be delivered to the
Borrower and shall be conclusive absent manifest error.

      SECTION 2.17. PRO RATA TREATMENT. Except as provided below in this Section
2.17 with respect to Swingline Loans and as required under Sections 2.13(h) and
2.15, each Borrowing, each payment or prepayment of principal of any Borrowing,
each payment of interest on the Loans, each payment of the Commitment Fees, each
reduction of the Term Loan Commitments or the Revolving Credit Commitments and
each conversion of any Borrowing to or continuation of any Borrowing as a
Borrowing of any Type shall be allocated pro rata among the Lenders in
accordance with their respective applicable Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the respective
principal amounts of their outstanding Loans). For purposes of determining the
available Revolving Credit Commitments of the Lenders at any time, each
outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit
Commitments of the Lenders (including those Lenders which shall not have made
Swingline Loans) pro rata in accordance with such respective Revolving Credit
Commitments. Each Lender agrees that in computing such Lender's portion of any
Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round each Lender's percentage of such Borrowing to the next higher or lower
whole dollar amount.

      SECTION 2.18. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans or L/C Disbursement as a result of which the unpaid principal
portion of its Loans and participations in L/C Disbursements shall be
proportionately less than the unpaid principal portion of the Loans and
participations in L/C Disbursements of any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall
promptly pay to such other Lender the purchase price for, a participation in the
Loans and L/C Exposure of such other Lender, so that the aggregate unpaid
principal amount of the Loans and L/C Exposure and participations in Loans and
L/C Exposure held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding
as the principal amount of its Loans and L/C Exposure prior to such exercise of
banker's lien, setoff or counterclaim or other event was to the principal amount
of all Loans and L/C Exposure outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.18
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or adjustments shall be rescinded to the extent of such recovery
and the purchase price or prices or adjustment restored without interest. The
Borrower and Holdings expressly consent to the foregoing arrangements and agree
that any Lender holding a


                                    Page 41



participation in a Loan or L/C Disbursement deemed to have been so purchased may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by the Borrower and Holdings to such Lender
by reason thereof as fully as if such Lender had made a Loan directly to the
Borrower in the amount of such participation.

      SECTION 2.19. PAYMENTS. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Loan Document not later
than 2:00 p.m., New York City time, on the date when due in immediately
available dollars, without setoff, defense or counterclaim. Each such payment
(other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing
Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid
directly to the Swingline Lender except as otherwise provided in Section
2.22(e)) shall be made to the Administrative Agent at its offices at Eleven
Madison Avenue, New York, NY 10010.

      (b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

      SECTION 2.20. TAXES. (a) Any and all payments by or on account of any
obligation of the Borrower or any Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower or any Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to Indemnified
Taxes and Other Taxes payable under this Section) the Administrative Agent or
such Lender (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower or such Loan
Party shall make such deductions and (iii) the Borrower or such Loan Party shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

      (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) The Borrower shall indemnify the Administrative Agent and each Lender,
within 15 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any Loan Party hereunder or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its behalf or on behalf of a Lender, shall be
conclusive absent manifest error.


                                    Page 42



      (d) If the Borrower determines in good faith that a reasonable basis
exists for contesting a Tax, the relevant Lender (or participant), or the
Administrative Agent, as applicable, shall cooperate with the Borrower in
challenging such Tax at the Borrower's expense if requested by the Borrower. If
a Lender (or participant) or the Administrative Agent receives a refund
(including pursuant to a claim for refund made pursuant to the preceding
sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.20, it shall within 30 days from
the date of such receipt pay over such refund to the Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower
under this Section 2.20 with respect to the Indemnified Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of such Lender
(or participant) or the Administrative Agent (together with any interest paid by
the relevant Governmental Authority with respect to such refund); PROVIDED,
HOWEVER, that the Borrower, upon the request of such Lender (or participant) or
the Administrative Agent, agrees to repay the amount paid over to the Borrower
(plus penalties, interest or other charges) to such Lender (or participant) or
the Administrative Agent in the event such Lender (or participant) or the
Administrative Agent is required to repay such refund to such Governmental
Authority.

      (e) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower or any other Loan Party to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

      (f) Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is
located, or pursuant to any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate and shall deliver to the Borrower
and the Administrative Agent two further copies of any such form or
certification (or any applicable successor form) on or before the date that any
such form or certification expires or becomes obsolete and after the occurrence
of any event requiring a change in the most recent form previously delivered by
it to the Borrower. Each Lender that shall become a participant or a Lender
pursuant to Section 9.04 shall, upon the effectiveness of the related transfer,
be required to provide all the forms and statements required pursuant to this
Section 2.20(f) provided that in the case of a participant such participant
shall furnish all such required forms and statements to the Lender from which
the related participation shall have been purchased.

      SECTION 2.21. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES; DUTY
TO MITIGATE. (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower
is required to pay any additional amount to any Lender or the Issuing Bank or
any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to Section 2.20 or (iv) any Lender refuses to consent to a proposed amendment,
waiver, consent or other modification of this Agreement or any other Loan


                                    Page 43



Document which has been approved by the Required Lenders and which additionally
requires the consent of such Lender for approval pursuant to Section 9.08(b),
the Borrower may, at its sole expense and effort, upon notice to such Lender or
the Issuing Bank and the Administrative Agent, require such Lender or the
Issuing Bank to transfer and assign, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all of its interests,
rights and obligations under this Agreement to an assignee that shall assume
such assigned obligations (which assignee may be another Lender, if a Lender
accepts such assignment); PROVIDED that (x) such assignment shall not conflict
with any law, rule or regulation or order of any court or other Governmental
Authority having jurisdiction, (y) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Revolving Credit
Commitment is being assigned, of the Issuing Bank and the Swingline Lender),
which consent shall not unreasonably be withheld, and (z) the Borrower or such
assignee shall have paid to the affected Lender or the Issuing Bank in
immediately available funds an amount equal to the sum of the principal of and
interest accrued to the date of such payment on the outstanding Loans or L/C
Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees
and other amounts accrued for the account of such Lender or the Issuing Bank
hereunder (including any amounts under Section 2.14 and Section 2.16); PROVIDED
FURTHER that, if prior to any such transfer and assignment the circumstances or
event that resulted in such Lender's or the Issuing Bank's claim for
compensation under Section 2.14 or notice under Section 2.15 or the amounts paid
pursuant to Section 2.20, as the case may be, cease to cause such Lender or the
Issuing Bank to suffer increased costs or reductions in amounts received or
receivable or reduction in return on capital, or cease to have the consequences
specified in Section 2.15, or cease to result in amounts being payable under
Section 2.20, as the case may be (including as a result of any action taken by
such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such
Lender or the Issuing Bank shall waive its right to claim further compensation
under Section 2.14 in respect of such circumstances or event or shall withdraw
its notice under Section 2.15 or shall waive its right to further payments under
Section 2.20 in respect of such circumstances or event or shall consent to the
proposed amendment, waiver, consent or other modification, as the case may be,
then such Lender or the Issuing Bank shall not thereafter be required to make
any such transfer and assignment hereunder.

      (b) If (i) any Lender or the Issuing Bank shall request compensation under
Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in
Section 2.15 or (iii) the Borrower is required to pay any additional amount to
any Lender or the Issuing Bank or any Governmental Authority on account of any
Lender or the Issuing Bank, pursuant to Section 2.20, then such Lender or the
Issuing Bank shall use reasonable efforts (which shall not require such Lender
or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies or
legal or regulatory restrictions or suffer any disadvantage or burden deemed by
it to be significant) (x) to file any certificate or document reasonably
requested in writing by the Borrower or (y) to assign its rights and delegate
and transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.14 or enable it to withdraw its notice pursuant to
Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the
case may be, in the future. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or the Issuing Bank in connection with
any such filing or assignment, delegation and transfer.


                                    Page 44



      SECTION 2.22. SWINGLINE LOANS. (a) SWINGLINE COMMITMENT. Subject to the
terms and conditions and relying upon the representations and warranties herein
set forth, the Swingline Lender agrees to make loans to the Borrower at any time
and from time to time on and after the Closing Date and until the earlier of the
Revolving Credit Maturity Date and the termination of the Revolving Credit
Commitments in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate
principal amount of all Swingline Loans exceeding $10,000,000 in the aggregate
or (ii) the Aggregate Revolving Credit Exposure, after giving effect to any
Swingline Loan, exceeding the Total Revolving Credit Commitment. Each Swingline
Loan shall be in a principal amount that is an integral multiple of $250,000.
The Swingline Commitment may be terminated or reduced from time to time as
provided herein. Within the foregoing limits, the Borrower may borrow, pay or
prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions
and limitations set forth herein.

      (b) SWINGLINE LOANS. The Borrower shall notify the Administrative Agent by
fax, or by telephone (confirmed by fax), not later than 12:00 noon, New York
City time, on the day of a proposed Swingline Loan. Such notice shall be
delivered on a Business Day, shall be irrevocable and shall refer to this
Agreement and shall specify the requested date (which shall be a Business Day)
and amount of such Swingline Loan. The Administrative Agent will promptly advise
the Swingline Lender of any notice received from the Borrower pursuant to this
paragraph (b). The Swingline Lender shall make each Swingline Loan available to
the Borrower by means of a credit to an account in the name of the Borrower as
designated by the Borrower in such notice by 3:00 p.m., New York City time, on
the date such Swingline Loan is so requested.

      (c) PREPAYMENT. The Borrower shall have the right at any time and from
time to time to prepay any Swingline Loan, in whole or in part, upon giving
written or fax notice (or telephone notice promptly confirmed by written, or fax
notice) to the Swingline Lender and to the Administrative Agent before 2:00
p.m., New York City time, on the date of prepayment at the Swingline Lender's
address for notices specified on Schedule 2.01. All principal payments of
Swingline Loans shall be accompanied by accrued interest on the principal amount
being repaid to the date of payment.

      (d) INTEREST. Each Swingline Loan shall be an ABR Loan and, subject to the
provisions of Section 2.07, shall bear interest as provided in Section 2.06(a).

      (e) PARTICIPATIONS. The Swingline Lender may by written notice given to
the Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Revolving Credit Lenders to acquire participations on
such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Revolving
Credit Lenders will participate. The Administrative Agent will, promptly upon
receipt of such notice, give notice to each Revolving Credit Lender, specifying
in such notice such Lender's Pro Rata Percentage of such Swingline Loan or
Loans. In furtherance of the foregoing, each Revolving Credit Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Revolving Credit Lender's Pro Rata Percentage of such Swingline Loan or
Loans. Each Revolving Credit Lender acknowledges and agrees that its obligation
to acquire participations in Swingline Loans pursuant to this paragraph


                                    Page 45



is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or an Event of
Default, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Revolving Credit Lender shall comply
with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.02(c) with respect
to Loans made by such Lender (and Section 2.02(c) shall apply, MUTATIS MUTANDIS,
to the payment obligations of the Lenders) and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve the Borrower (or
other party liable for obligations of the Borrower) of any default in the
payment thereof.

      SECTION 2.23. LETTERS OF CREDIT. (a) GENERAL. The Borrower may request the
issuance of a Letter of Credit for its own account or for the account of any of
its wholly owned Subsidiaries (in which case the Borrower and such wholly owned
Subsidiary shall be co-applicants with respect to such Letter of Credit), in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time while the Revolving Credit Commitments remain in
effect. This Section shall not be construed to impose an obligation upon the
Issuing Bank to issue any Letter of Credit that is inconsistent with the terms
and conditions of this Agreement.

      (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN CONDITIONS.
In order to request the issuance of a Letter of Credit (or to amend, renew or
extend an existing Letter of Credit), the Borrower shall hand deliver or fax to
the Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, the date of issuance, amendment, renewal or
extension, the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) below), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare such Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if, and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that, after giving effect to such issuance, amendment, renewal or
extension (i) the L/C Exposure shall not exceed $30,000,000 and (ii) the
Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit
Commitment.

      (c) EXPIRATION DATE. Each Letter of Credit shall expire at the close of
business on the earlier of the date that is one year after the date of the
issuance of such Letter of Credit and the date that is five Business Days prior
to the Revolving Credit Maturity Date, unless such Letter of


                                    Page 46



Credit expires by its terms on an earlier date; provided, however, that a Letter
of Credit may, upon the request of the Borrower, include a provision whereby
such Letter of Credit shall be renewed automatically for additional consecutive
periods of 12 months or less (but not beyond the date that is five Business Days
prior to the Revolving Credit Maturity Date) unless the Issuing Bank notifies
the beneficiary thereof at least 30 days prior to the then applicable expiration
date that such Letter of Credit will not be renewed.

      (d) PARTICIPATIONS. By the issuance of a Letter of Credit and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Credit Lender, and each such Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Pro Rata Percentage of the aggregate amount available to be
drawn under such Letter of Credit, effective upon the issuance of such Letter of
Credit. In consideration and in furtherance of the foregoing, each Revolving
Credit Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the Issuing Bank, such Lender's Pro
Rata Percentage of each L/C Disbursement made by the Issuing Bank and not
reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Loan Document) forthwith on the date due as provided
in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or an Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

      (e) REIMBURSEMENT. If the Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall pay to the Issuing Bank an
amount equal to such L/C Disbursement on the same Business Day on which the
Borrower shall have received notice from the Issuing Bank that payment of such
draft will be made, or, if the Borrower shall have received such notice later
than 1:00 p.m., New York City time, on any Business Day, not later than 1:00
p.m., New York City time, on the immediately following Business Day; PROVIDED
that to satisfy its reimbursement obligation under this paragraph (e), the
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 or 2.22 an ABR Revolving Loan or Swingline Loan
to be made by the Revolving Credit Lenders or the Swingline Lender,
respectively, in the aggregate amount of any such L/C Disbursement.

      (f) OBLIGATIONS ABSOLUTE. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

            (i) any lack of validity or enforceability of any Letter of Credit
      or any Loan Document, or any term or provision therein;

            (ii) any amendment or waiver of or any consent to departure from all
      or any of the provisions of any Letter of Credit or any Loan Document;

            (iii) the existence of any claim, setoff, defense or other right
      that the Borrower, any other party guaranteeing, or otherwise obligated
      with, the Borrower, any Subsidiary


                                    Page 47



      or other Affiliate thereof or any other person may at any time have
      against the beneficiary under any Letter of Credit, the Issuing Bank, the
      Administrative Agent or any Lender or any other person, whether in
      connection with this Agreement, any other Loan Document or any other
      related or unrelated agreement or transaction;

            (iv) any draft or other document presented under a 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;

            (v) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply with the
      terms of such Letter of Credit; and

            (vi) any other act or omission to act or delay of any kind of the
      Issuing Bank, the Lenders, the Administrative Agent or any other person or
      any other event or circumstance whatsoever, whether or not similar to any
      of the foregoing, that might, but for the provisions of this Section,
      constitute a legal or equitable discharge of the Borrower's obligations
      hereunder.

      Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of the Issuing Bank.  However, the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused
by the Issuing Bank's gross negligence or wilful misconduct in determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof; it is understood that 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, in making any payment under any Letter of Credit (i) the
Issuing Bank's exclusive reliance on the documents presented to it under such
Letter of Credit as to any and all matters set forth therein, including
reliance on the amount of any draft presented under such Letter of Credit,
whether or not the amount due to the beneficiary thereunder equals the amount
of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document
on its face appears to be in order, and whether or not any other statement or
any other document presented pursuant to such Letter of Credit proves to be
forged or invalid or any statement therein proves to be inaccurate or untrue
in any respect whatsoever and (ii) any noncompliance in any immaterial
respect of the documents presented under such Letter of Credit with the terms
thereof shall, in each case, be deemed not to constitute wilful misconduct or
gross negligence of the Issuing Bank.

      (g) DISBURSEMENT PROCEDURES. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by fax, to the Administrative Agent and
the Borrower of such demand for payment and whether the Issuing Bank has made or
will make an L/C Disbursement thereunder; provided that any


                                    Page 48



failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Revolving Credit Lenders
with respect to any such L/C Disbursement. The Administrative Agent shall
promptly give each Revolving Credit Lender notice thereof.

      (h) INTERIM INTEREST. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such
L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest for the account of the Issuing Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment by the Borrower or the date on which interest shall commence to accrue
thereon as provided in Section 2.02(f), at the rate per annum that would apply
to such amount if such amount were an ABR Revolving Loan.

      (i) RESIGNATION OR REMOVAL OF THE ISSUING BANK. The Issuing Bank may
resign at any time by giving 30 days' prior written notice to the Administrative
Agent, the Lenders and the Borrower, and may be removed at any time by the
Borrower by notice to the Issuing Bank, the Administrative Agent and the
Lenders. Subject to the next succeeding paragraph, upon the acceptance of any
appointment as the Issuing Bank hereunder by a Lender that shall agree to serve
as successor Issuing Bank, such successor shall succeed to and become vested
with all the interests, rights and obligations of the retiring Issuing Bank and
the retiring Issuing Bank shall be discharged from its obligations to issue
additional Letters of Credit hereunder. At the time such removal or resignation
shall become effective, the Borrower shall pay all accrued and unpaid fees
pursuant to Section 2.05(c)(ii). The acceptance of any appointment as the
Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement
entered into by such successor, in a form satisfactory to the Borrower and the
Administrative Agent, and, from and after the effective date of such agreement,
(i) such successor Lender shall have all the rights and obligations of the
previous Issuing Bank under this Agreement and the other Loan Documents and (ii)
references herein and in the other Loan Documents to the term "Issuing Bank"
shall be deemed to refer to such successor or to any previous Issuing Bank, or
to such successor and all previous Issuing Banks, as the context shall require.
After the resignation or removal of the Issuing Bank hereunder, the retiring
Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

      (j) CASH COLLATERALIZATION. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit) thereof and of the amount
to be deposited, deposit in an account with the Collateral Agent, for the
benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C
Exposure as of such date. Such deposit shall be held by the Collateral Agent as
collateral for the payment and performance of the Obligations. The Collateral
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole discretion of the Collateral Agent, such deposits
shall not bear interest. Interest or profits, if any,


                                    Page 49



on such investments shall accumulate in such account. Moneys in such account
shall (i) automatically be applied by the Administrative Agent to reimburse the
Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be
held for the satisfaction of the reimbursement obligations of the Borrower for
the L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding Letters of Credit), be applied
to satisfy the Obligations. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

      (k) ADDITIONAL ISSUING BANKS. The Borrower may, at any time and from time
to time with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld) and such Lender, designate one or more additional Lenders
to act as an issuing bank under the terms of this Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be deemed (in
addition to being a Lender) to be the Issuing Bank with respect to Letters of
Credit issued or to be issued by such Lender, and all references herein and in
the other Loan Documents to the term "Issuing Bank" shall, with respect to such
Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing
Bank, as the context shall require.

      SECTION 2.24. INCREASE IN REVOLVING CREDIT COMMITMENTS. (a) The Borrower
may, by written notice to the Administrative Agent from time to time, request
that the Total Revolving Credit Commitment be increased by an amount not to
exceed the Incremental Revolving Facility Amount at such time. Upon the approval
of such request by the Administrative Agent (which approval shall not be
unreasonably withheld), the Administrative Agent shall deliver a copy thereof to
each Revolving Credit Lender. Such notice shall set forth the amount of the
requested increase in the Total Revolving Credit Commitment (which shall be in
minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to
the remaining Incremental Revolving Facility Amount) and the date on which such
increase is requested to become effective (which shall be not less than 10
Business Days nor more than 60 days after the date of such notice and which, in
any event, must be on or prior to the Revolving Credit Maturity Date), and shall
offer each Revolving Credit Lender the opportunity to increase its Revolving
Credit Commitment by its Pro Rata Percentage of the proposed increased amount.
Each Revolving Credit Lender shall, by notice to the Borrower and the
Administrative Agent given not more than 10 days after the date of the
Administrative Agent's notice, either agree to increase its Revolving Credit
Commitment by all or a portion of the offered amount (each Revolving Credit
Lender so agreeing being an "INCREASING REVOLVING LENDER") or decline to
increase its Revolving Credit Commitment (and any Revolving Credit Lender that
does not deliver such a notice within such period of 10 days shall be deemed to
have declined to increase its Revolving Credit Commitment) (each Revolving
Credit Lender so declining or being deemed to have declined being a
"NON-INCREASING REVOLVING LENDER"). In the event that, on the 10th day after the
Administrative Agent shall have delivered a notice pursuant to the second
sentence of this paragraph, the Revolving Credit Lenders shall have agreed
pursuant to the preceding sentence to increase their Revolving Credit
Commitments by an aggregate amount less than the increase in the Total Revolving
Credit Commitment requested by the Borrower, the Borrower may arrange for one or
more banks or other entities (any such bank or other entity referred to in this
clause (a)


                                    Page 50



being called an "AUGMENTING REVOLVING LENDER"), which may include any Lender, to
extend Revolving Credit Commitments or increase their existing Revolving Credit
Commitments in an aggregate amount equal to the unsubscribed amount; PROVIDED
that each Augmenting Revolving Lender, if not already a Revolving Credit Lender
hereunder, shall be subject to the approval of the Administrative Agent, the
Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably
withheld) and the Borrower and each Augmenting Revolving Lender shall execute
all such documentation as the Administrative Agent shall reasonably specify to
evidence its Revolving Credit Commitment and/or its status as a Revolving Credit
Lender hereunder. Any increase in the Total Revolving Credit Commitment may be
made in an amount which is less than the increase requested by the Borrower if
the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting
Revolving Lenders.

      (b) Each of the parties hereto hereby agrees that the Administrative Agent
may take any and all actions as may be reasonably necessary to ensure that,
after giving effect to any increase in the Total Revolving Credit Commitment
pursuant to this Section 2.24, the outstanding Revolving Loans (if any) are held
by the Revolving Credit Lenders in accordance with their new Pro Rata
Percentages. This may be accomplished at the discretion of the Administrative
Agent (i) by requiring the outstanding Revolving Loans to be prepaid with the
proceeds of a new Revolving Credit Borrowing, (ii) by causing Non-Increasing
Revolving Lenders to assign portions of their outstanding Revolving Loans to
Increasing Revolving Lenders and Augmenting Revolving Lenders, (iii) by
permitting the Revolving Credit Borrowings outstanding at the time of any
increase in the Total Revolving Credit Commitment pursuant to this Section 2.24
to remain outstanding until the last days of the respective Interest Periods
therefor, even though the Revolving Credit Lenders would hold such Revolving
Credit Borrowings other than in accordance with their new Pro Rata Percentages,
or (iv) by any combination of the foregoing. Any prepayment or assignment
described in this paragraph (b) shall be subject to Section 2.16, but otherwise
without premium or penalty.

      (c) Notwithstanding the foregoing, no increase in the Total Revolving
Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit
Lender) or addition of a new Revolving Credit Lender shall become effective
under this Section 2.24 unless, (i) on the date of such increase, the conditions
set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect dated such
date and executed by a Financial Officer of the Borrower, and (ii) the
Administrative Agent shall have received (with sufficient copies for each of the
Revolving Credit Lenders) legal opinions, board resolutions and an officer's
certificate consistent with those delivered on the Closing Date under clauses
(a)(i), (a)(ii), (c)(ii)(B) and (d) of Section 4.02.

      SECTION 2.25. INCREASE IN TERM LOAN COMMITMENTS. (a) The Borrower may, by
written notice to the Administrative Agent from time to time, request
Incremental Term Loan Commitments in an amount not to exceed the Incremental
Term Loan Amount from one or more Incremental Term Lenders, which may include
any existing Lender; provided that each Incremental Term Lender, if not already
a Lender hereunder, shall be subject to the approval of the Administrative Agent
(which approval shall not be unreasonably withheld). Such notice shall set forth
(i) the amount of the Incremental Term Loan Commitments being requested (which
shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000
or equal to the remaining Incremental Term Loan Amount), (ii) the date on which
such Incremental


                                    Page 51



Term Loan Commitments are requested to become effective (which shall not be less
than 10 Business Days nor more than 60 days after the date of such notice), and
(iii) whether such Incremental Term Loan Commitments are to be Tranche A
Commitments, Tranche B Commitments or commitments to make Term Loans with terms
different from the Tranche A Term Loans and Tranche B Term Loans ("OTHER TERM
LOANS").

      (b) The Borrower and each Incremental Term Lender shall execute and
deliver to the Administrative Agent an Incremental Term Loan Assumption
Agreement and such other documentation as the Administrative Agent shall
reasonably specify to evidence the Incremental Term Loan Commitment of such
Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall
specify the terms of the Incremental Term Loans to be made thereunder; PROVIDED
that, without the prior written consent of the Required Lenders, (i) the
interest rate spreads in respect of any Other Term Loans shall not exceed by
more than 1/2 of 1% the Applicable Percentage for the Tranche B Term Loans, (ii)
the final maturity date of any Other Term Loans shall be no earlier than the
Tranche B Maturity Date and (iii) the average life to maturity of any Other Term
Loans shall be no shorter than the average life to maturity of the Tranche B
Term Loans. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Term Loan Assumption Agreement. Each of the
parties hereto hereby agrees that, upon the effectiveness of any Incremental
Term Loan Assumption Agreement, this Agreement shall be deemed amended to the
extent (but only to the extent) necessary to reflect the existence and terms of
the Incremental Term Loan Commitment evidenced thereby.

      (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment
shall become effective under this Section 2.25 unless (i) on the date of such
effectiveness, the conditions set forth in paragraphs (b) and (c) of Section
4.01 shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a Financial Officer
of the Borrower, and (ii) the Administrative Agent shall have received (with
sufficient copies for each of the Incremental Term Lenders) legal opinions,
board resolutions and an officer's certificate consistent with those delivered
on the Closing Date under clauses (a)(i), (a)(ii), (c)(ii)(B) and (d) of Section
4.02.

      (d) Each of the parties hereto hereby agrees that the Administrative Agent
may take any and all action as may be reasonably necessary to ensure that all
Incremental Term Loans (other than Other Term Loans), when originally made, are
included in each Borrowing of outstanding Tranche A Term Loans or Tranche B Term
Loans, as the case may be, on a pro rata basis. This may be accomplished at the
discretion of the Administrative Agent by requiring each outstanding Eurodollar
Tranche A Term Borrowing or Eurodollar Tranche B Term Borrowing, as the case may
be, to be converted into an ABR Term Borrowing on the date of each Incremental
Term Loan, or by allocating a portion of each Incremental Term Loan to each
outstanding Eurodollar Tranche A Term Borrowing or Eurodollar Tranche B Term
Borrowing, as the case may be, on a pro rata basis, even though as a result
thereof such Incremental Term Loan may effectively have a shorter Interest
Period than the Term Loans included in the Borrowing of which they are a part
(and notwithstanding any other provision of this Agreement that would prohibit
such an initial Interest Period). Any conversion of Eurodollar Term Loans to ABR
Term Loans required by the preceding sentence shall be subject to Section 2.16.
If any Incremental Term Loan is to be allocated to an existing Interest Period
for a Eurodollar Term


                                    Page 52



Borrowing then, subject to Section 2.07, the interest rate applicable to such
Incremental Term Loan for the remainder of such Interest Period shall equal the
Adjusted LIBO Rate for a period approximately equal to the remainder of such
Interest Period (as determined by the Administrative Agent two Business Days
before the date such Incremental Term Loan is made) plus the Applicable
Percentage. In addition, to the extent any Incremental Term Loans are the
Tranche A Term Loans or Tranche B Term Loans, the scheduled amortization
payments under Sections 2.11(a)(i) or 2.11(a)(ii), as the case may be, required
to be made after the making of such Incremental Term Loans shall be ratably
increased by the aggregate principal amount of such Incremental Term Loans.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      Each of Holdings and the Borrower, with respect to itself and its
Subsidiaries, represents and warrants to the Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders that:

      SECTION 3.01. ORGANIZATION; POWERS. Each of Holdings, the Borrower and the
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has all requisite power
and authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required, except where the failure so to qualify could not reasonably be
expected to result in a Material Adverse Effect, and (d) has the power and
authority to execute, deliver and perform its obligations under each of the
Transaction Documents and each other agreement or instrument contemplated
thereby to which it is or will be a party and, in the case of the Borrower, to
borrow hereunder.

      SECTION 3.02. AUTHORIZATION. The execution, delivery and performance by
the Loan Parties of the Documents to which each will be a party and the
consummation by the Loan Parties of the Transactions (including the borrowings
hereunder) (a) have been duly authorized by all requisite corporate and, if
required, stockholder action and (b) will not (i) violate (A) any provision of
law, statute, rule or regulation in any material respect, or of the certificate
or articles of incorporation or other constitutive documents or by-laws of
Holdings, the Borrower or any Subsidiary, (B) any order of any Governmental
Authority or (C) any provision of any indenture, agreement or other instrument
to which Holdings, the Borrower or any Subsidiary is a party or by which any of
them or any of their property is or may be bound in any material respect, (ii)
or give rise to any right to accelerate or to require the prepayment, repurchase
or redemption of any obligation under any such indenture, agreement or other
instrument or (iii) result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by
Holdings, the Borrower or any Subsidiary (other than any Lien created hereunder
or under the Security Documents).

      SECTION 3.03. ENFORCEABILITY. This Agreement has been duly executed and
delivered by Holdings and the Borrower and constitutes, and each other Loan
Document when executed and delivered by the each Loan Party thereto will
constitute, a legal, valid and binding obligation


                                    Page 53



of such Loan Party enforceable against such Loan Party in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
moratorium and other similar laws relating to or affecting creditors' rights
generally and to general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

      SECTION 3.04. GOVERNMENTAL APPROVALS. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transactions, except for (a) the
filing of Uniform Commercial Code financing statements and filings with the
United States Patent and Trademark Office and the United States Copyright Office
and (b) such as have been made or obtained and are in full force and effect, and
except where the failure to obtain such consent or approval to make such
registration or filing or other action, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.

      SECTION 3.05. FINANCIAL STATEMENTS. (a) The Borrower has heretofore
furnished to the Lenders its consolidated balance sheets and statements of
income, stockholder's equity and cash flows (i) as of and for the fiscal year
ended December 31, 2000, audited by and accompanied by the opinion of Arthur
Andersen LLP, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended March 31, 2001, certified by
its chief financial officer. Such financial statements present fairly the
financial condition and results of operations and cash flows of the Borrower and
its consolidated Subsidiaries as of such dates and for such periods. Such
balance sheets and the notes thereto disclose all material liabilities, direct
or contingent, of the Borrower and its consolidated Subsidiaries as of the dates
thereof. Such financial statements were prepared in accordance with GAAP applied
on a consistent basis.

      (b) The Borrower has heretofore delivered to the Lenders its unaudited pro
forma consolidated balance sheet and statements of income, stockholder's equity
and cash flows as of December 31, 2000 and March 31, 2001, prepared giving
effect to the Transactions as if they had occurred, with respect to such balance
sheets, on such dates and, with respect to such other financial statements, on
the first day of the 12-month and 3-month period, respectively, ending on such
date. Such pro forma financial statements have been prepared in good faith by
the Borrower, based on the assumptions used to prepare the pro forma financial
information contained in the Employee Offering Registration Statement (which
assumptions are believed by the Borrower on the date hereof and on the Closing
Date to be reasonable), accurately reflect all adjustments required to be made
to give effect to the Transactions and present fairly on a pro forma basis the
estimated consolidated financial position of the Borrower and its consolidated
Subsidiaries as of such date and for such period, assuming that the Transactions
had actually occurred at such date or at the beginning of such period, as the
case may be.

      SECTION 3.06. NO MATERIAL ADVERSE CHANGE. No event, change or condition
has occurred that has had, or could reasonably be expected to have, a material
adverse effect on the business, assets, operations or condition, financial or
otherwise, of Holdings, the Borrower and the Subsidiaries, taken as a whole,
since December 31, 2000.


                                    Page 54



      SECTION 3.07. TITLE TO PROPERTIES. Each of Holdings, the Borrower and the
Subsidiaries has good and marketable title to, or valid leasehold interests in,
all its material properties and assets necessary for the conduct of its
business, except for minor defects in title that do not interfere in any
material respect with its ability to conduct its business as currently conducted
or to utilize such properties and assets for their intended purposes. All such
material properties and assets are free and clear of Liens, other than Liens
expressly permitted by Section 6.02.

      SECTION 3.08. SUBSIDIARIES. Schedule 3.08 sets forth as of the Closing
Date a list of all Subsidiaries, the percentage ownership interest of Holdings,
the Borrower or other Subsidiaries therein and whether such Subsidiary is an
Inactive Subsidiary. The shares of capital stock or other ownership interests so
indicated on Schedule 3.08 are fully paid and non-assessable and are owned by
Holdings or the Borrower, directly or indirectly, free and clear of all Liens
(other than Liens created under the Security Documents).

      SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS. (a) Except as set forth on
Schedule 3.09, there are not any actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to the
knowledge of Holdings or the Borrower, threatened against or affecting Holdings
or the Borrower or any Subsidiary or any business, property or rights of any
such person (i) that involve any Loan Document or the Transactions or (ii) that
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

      (b) Since the date of this Agreement, there has been no change in the
status of the matters disclosed on Schedule 3.09 that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

      (c) None of Holdings, the Borrower or any of the Subsidiaries or any of
their respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any law, rule or regulation, or is in default with respect to
any judgment, writ, injunction, decree or order of any Governmental Authority,
where such violation or default could reasonably be expected to result in a
Material Adverse Effect.

      SECTION 3.10. AGREEMENTS. (a) None of Holdings, the Borrower or any of the
Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

      (b) None of Holdings, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Material Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.

      SECTION 3.11. FEDERAL RESERVE REGULATIONS. (a) None of Holdings, the
Borrower or any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.


                                    Page 55



      (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of the provisions of
Regulation T, U or X.

      SECTION 3.12. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY Act.
None of Holdings, the Borrower or any Subsidiary (other than any Co-investment
Subsidiary) is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

      SECTION 3.13. USE OF PROCEEDS. The Borrower will use the proceeds of the
Loans and will request the issuance of Letters of Credit only for the purposes
specified in the preamble to this Agreement (or, in the case of Incremental Term
Loans, as set forth in the applicable Incremental Term Loan Assumption
Agreement).

      SECTION 3.14. TAX RETURNS. Each of the Holdings, the Borrower and the
Subsidiaries has filed or caused to be filed all Federal and all material state,
local and foreign tax returns or materials required to have been filed by it and
has paid or caused to be paid all material taxes due and payable by it and all
assessments received by it, except taxes that are being contested in good faith
by appropriate proceedings and for which Holdings, the Borrower or such
Subsidiary, as applicable, shall have set aside on its books adequate reserves.

      SECTION 3.15. NO MATERIAL MISSTATEMENTS. None of (a) the Confidential
Information Memorandum (other than changes relating solely to a change in the
amount of the Tranche B Commitment, the Total Revolving Credit Commitment or the
amount of the Senior Subordinated Notes as reflected in this Agreement) or (b)
any other information, report, financial statement, exhibit or schedule
furnished by or on behalf of Holdings or the Borrower to the Administrative
Agent or any Lender in connection with the negotiation of any Loan Document or
included therein or delivered pursuant thereto contained, contains or will
contain any material misstatement of fact or omitted, omits or will omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were, are or will be made, not misleading
as of the time when made or delivered; PROVIDED that to the extent any such
information, report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection, each of Holdings and the Borrower
represents only that it acted in good faith and utilized reasonable assumptions
and due care in the preparation of such information, report, financial
statement, exhibit or schedule.

      SECTION 3.16. EMPLOYEE BENEFIT PLANS. (a) Each of the Borrower and its
ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder except for such non-compliance as could not
reasonably be expected to result in a Material Adverse Effect. No ERISA Event
has occurred or is reasonably expected to occur that, when taken together with
all other such ERISA Events, could reasonably be expected to result in a
Material Adverse Effect. The present value of all benefit liabilities under all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the last annual valuation
dates applicable thereto, exceed the fair market value of the assets of all such


                                    Page 56



underfunded Plans by an amount that could reasonably be expected to result in a
Material Adverse Effect.

      (b) Each Foreign Pension Plan is in compliance in all material respects
with all requirements of law applicable thereto and the respective requirements
of the governing documents for such plan except to the extent such
non-compliance could not reasonably be expected to result in a Material Adverse
Effect. With respect to each Foreign Pension Plan, none of the Holdings, its
Subsidiaries or any of its directors, officers, employees or agents has engaged
in a transaction that subject Holdings or any of its Subsidiaries, directly or
indirectly, to a tax or civil penalty that could reasonably be expected to have
a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves
have been established in the financial statements furnished to Lenders in
respect of any unfunded liabilities in accordance with applicable law and
prudent business practice or, where required, in accordance with ordinary
accounting practices in the jurisdiction in which such Foreign Pension Plan is
maintained, except for such failure as could not reasonably be expected to
result in a Material Adverse Effect The aggregate unfunded liabilities, with
respect to such Foreign Pension Plans could not reasonably be expected to result
in a Material Adverse Effect. There are no actions, suits or claims (other than
routine claims for benefits) pending or threatened against the Holdings or any
of its Affiliates with respect to any Foreign Pension Plan which could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect. SECTION 3.17. ENVIRONMENTAL MATTERS. Except with
respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Holdings,
the Borrower or any of the Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

      SECTION 3.18. INSURANCE. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for its Subsidiaries as of the date hereof and the Closing Date. As of
each such date, such insurance is in full force and effect and all premiums have
been duly paid. The Borrower and its Subsidiaries have insurance in such amounts
and covering such risks and liabilities as are in accordance with normal
industry practice.

      SECTION 3.19. LABOR MATTERS. As of the date hereof and the Closing Date,
there are no material strikes, lockouts or slowdowns against Holdings, the
Borrower or any Subsidiary pending or, to the knowledge of Holdings or the
Borrower, threatened. The hours worked by and payments made to employees of
Holdings, the Borrower and the Subsidiaries have not been in violation of the
Fair Labor Standards Act or any other applicable Federal, state, local or
foreign law dealing with such matters, except to the extent that such
violations, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. All payments due from Holdings, the Borrower or any
Subsidiary, or for which any claim may be made against Holdings, the Borrower or
any Subsidiary, on account of wages and employee health and welfare insurance
and other benefits, have been paid or accrued as a liability on the books of
Holdings, the Borrower or such Subsidiary, except to the extent that non-payment
or non-accrual could not, in


                                    Page 57



the aggregate, reasonably be expected to have a Material Adverse Effect. The
consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which Holdings, the Borrower or any Subsidiary is bound.

      SECTION 3.20. SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect to the application of the proceeds of each
Loan, (a) the fair value of the assets of Holdings and its subsidiaries, on a
consolidated basis, and the assets of the Borrower and its subsidiaries, on a
consolidated basis, at a fair valuation, will exceed their debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of Holdings and its subsidiaries, on a
consolidated basis, will be greater than the amount that will be required to pay
the probable liability of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (c) Holdings and its subsidiaries, on a consolidated basis, will be
able to pay their debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (d) Holdings and
its subsidiaries, on a consolidated basis, will not have unreasonably small
capital with which to conduct the business in which they are engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.

      SECTION 3.21. REPRESENTATIONS AND WARRANTIES IN MERGER AGREEMENT. All
representations and warranties of the Borrower set forth in the Merger Agreement
were true and correct in all material respects at the time as of which such
representations and warranties were made (or deemed made).

      SECTION 3.22. SENIOR INDEBTEDNESS. The Obligations constitute "Senior
Indebtedness" under and as defined in the Senior Subordinated Note Indenture and
the indenture relating to the Existing Subordinated Notes.

                                   ARTICLE IV

                             CONDITIONS OF LENDING

      The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:

      SECTION 4.01. ALL CREDIT EVENTS. On the date of each Borrowing, including
each Borrowing of a Swingline Loan and on the date of each issuance, amendment,
extension or renewal of a Letter of Credit (each such event being called a
"CREDIT EVENT"):

      (a) The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.03 (or such notice shall have been deemed
given in accordance with Section 2.03) or, in the case of the issuance,
amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received a notice requesting the issuance,
amendment, extension or renewal of such Letter of Credit as required by Section
2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline
Lender and the


                                    Page 58



Administrative Agent shall have received a notice requesting such Swingline Loan
as required by Section 2.22(b).

      (b) The representations and warranties set forth in Article III hereof and
in each other Loan Document shall be true and correct in all material respects
on and as of the date of such Credit Event with the same effect as though made
on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.

      (c) At the time of and immediately after such Credit Event, no Event of
Default or Default shall have occurred and be continuing.

      Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower and Holdings on the date of such Credit Event as to
the matters specified in paragraphs (b) and (c) of this Section 4.01.

      SECTION 4.02. FIRST CREDIT EVENT. ON THE CLOSING DATE:

      (a) The Administrative Agent shall have received, on behalf of itself, the
Lenders and the Issuing Bank, a favorable written opinion of (i) Walter V.
Stafford, Esq., General Counsel of the Borrower, substantially to the effect set
forth in Exhibit E-1, (ii) Simpson Thacher & Bartlett, counsel for Holdings and
the Borrower, substantially to the effect set forth in Exhibit E-2, and (iii)
the opinion of UK counsel, substantially to the effect set forth in Exhibit E-3,
in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the
Administrative Agent and the Lenders, and (C) covering such other matters
relating to the Loan Documents and the Transactions as the Administrative Agent
shall reasonably request, and Holdings and the Borrower hereby request such
counsel to deliver such opinions.

      (b) All legal matters incident to this Agreement, the Borrowings and
extensions of credit hereunder and the other Loan Documents shall be reasonably
satisfactory to the Lenders, to the Issuing Bank and to the Administrative
Agent.

      (c) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation, including all amendments thereto, of
each Loan Party, certified as of a recent date by the Secretary of State of the
state of its organization, and a certificate as to the good standing of each
Loan Party (other than Holdpar A or Holdpar B which are not required to be
registered with the Secretary of State of their state of organization) as of a
recent date, from such Secretary of State; (ii) a certificate of the Secretary
or Assistant Secretary of each Loan Party dated the Closing Date and certifying
(A) that attached thereto is a true and complete copy of the by-laws of such
Loan Party as in effect on the Closing Date and at all times since a date prior
to the date of the resolutions described in clause (B) below, (B) that attached
thereto is a true and complete copy of resolutions duly adopted by the Board of
Directors of such Loan Party authorizing the execution, delivery and performance
of the Loan Documents to which such person is a party and, in the case of the
Borrower, the borrowings hereunder, and that such resolutions have not been
modified, rescinded or amended and are in full force and effect, (C) that the
certificate or articles of incorporation of such Loan Party have not been
amended since the date of the last amendment thereto shown on the certificate of
good standing furnished pursuant to clause (i) above, and (D) as to the
incumbency and specimen signature of each


                                    Page 59



officer executing any Loan Document or any other document delivered in
connection herewith on behalf of such Loan Party; (iii) a certificate of another
officer as to the incumbency and specimen signature of the Secretary or
Assistant Secretary executing the certificate pursuant to (ii) above; and (iv)
such other documents as the Lenders, the Issuing Bank or the Administrative
Agent may reasonably request.

      (d) The Administrative Agent shall have received a certificate, dated the
Closing Date and signed by a Financial Officer of the Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c) of
Section 4.01. Such certificate shall include a reasonably detailed schedule
showing the pro forma adjustments made to calculate Consolidated EBITDA as of
and for the fiscal quarters ended March 31, 2001 and June 30, 2001, as
contemplated by the last sentence of the definition of Consolidated EBITDA, and
which shall be accompanied by the report of Arthur Andersen LLP substantially in
the form of Schedule 4.02(d).

      (e) The Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the Closing Date, including, to the
extent invoiced prior to the Closing Date, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder or under any other Loan Document.

      (f) The Collateral Agreement shall have been duly executed by the parties
thereto and delivered to the Collateral Agent and shall be in full force and
effect, and all the outstanding Equity Interests of the Borrower and the
Subsidiaries shall have been duly and validly pledged thereunder to the extent
required thereby to the Collateral Agent for the ratable benefit of the Secured
Parties and certificates representing such Equity Interests to the extent such
Equity Interests are evidenced by certificated securities, accompanied by
instruments of transfer and stock powers endorsed in blank, shall be in the
actual possession of the Collateral Agent; provided that to the extent to do so
would cause adverse tax consequences to the Borrower, (i) neither the Borrower
nor any Domestic Subsidiary shall be required to pledge more than 65% of the
voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be
required to pledge the Equity Interests of any of its Subsidiaries.

      (g) Each document (including each Uniform Commercial Code financing
statement) required by law or reasonably requested by the Administrative Agent
to be filed, registered or recorded in order to create in favor of the
Collateral Agent for the benefit of the Secured Parties a valid, legal and
perfected first-priority (except to the extent otherwise provided therein)
security interest in and lien on the Collateral (subject to any Lien expressly
permitted by Section 6.02) described in the Collateral Agreement shall have been
delivered to the Collateral Agent.

      (h) Except as stated on Schedule 4.02(h), the Collateral Agent shall have
received the results of a search of the Uniform Commercial Code filings (or
equivalent filings) made with respect to the Loan Parties in the jurisdictions
contemplated by the Perfection Certificate, together with copies of the
financing statements (or similar documents) disclosed by such search, and
accompanied by evidence reasonably satisfactory to the Collateral Agent that the
Liens indicated in any such financing statement (or similar document) would be
permitted under Section 6.02 or have been released.


                                    Page 60



      (i) The Collateral Agent shall have received a Perfection Certificate with
respect to the Loan Parties dated the Closing Date and duly executed by a
Responsible Officer and the General Counsel of the Borrower.

      (j) The Transactions shall have been consummated or shall be consummated
simultaneously on the Closing Date, in each case in all material respects in
accordance with the terms hereof, the terms of the Documents and applicable law;
the Cash Equity Contribution shall have been made; the Senior Subordinated Notes
shall have been issued and the Lenders shall be reasonably satisfied with the
capitalization structure and equity ownership of Holdings and the Borrower after
giving effect to the Transactions.

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

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

      (m) The Administrative Agent shall have received a copy of, or a
certificate as to coverage under, the insurance policies required by Section
5.02 and the applicable provisions of the Security Documents, each of which
shall be endorsed or otherwise amended to include a customary lender's loss
payable endorsement and to name the Collateral Agent as additional insured, in
form and substance reasonably satisfactory to the Administrative Agent.

      (n) The Lenders shall have received the audited, unaudited and pro forma
financial statements referred to in Section 3.05.

      (o) Holdings shall have issued not less than $65,000,000 of Holdco Notes
and the Borrower shall have received net cash proceeds of not less than
$62,700,000 from the issuance of the Holdco Notes. The terms and conditions of
the Holdco Notes (including terms and conditions relating to the interest rate,
fees, amortization, maturity, covenants, pay-in-kind provisions, events of
default and remedies) shall be reasonably satisfactory in all respects to the
Lenders. Without limiting the foregoing, the Notes shall provide that, at any
time during which the Borrower's ability to pay cash dividends to Holdings is
restricted under the terms of this Agreement, Holdings may, in lieu of paying
interest on the Holdco Notes in cash and without causing a default thereunder,
satisfy its obligation to pay interest on the Holdco Notes by issuing to the
holders thereof additional Holdco Notes.

      (p) The Borrower shall have repurchased all Existing Subordinated Notes
tendered and not withdrawn pursuant to the Debt Tender Offer; if less than all
the outstanding Existing


                                    Page 61



Subordinated Notes shall have been tendered and so purchased, the Consent
Solicitation shall have become effective.

      (q) The Lenders shall have received a solvency letter from Houlihan,
Lokey, Howard & Zukin, Inc., in form and substance reasonably satisfactory to
the Lenders, as to the solvency of the Borrower and its subsidiaries on a
consolidated basis after giving effect to the Transactions and the consummation
of the other transactions contemplated hereby.

      (r) All principal, premium, if any, interest, fees and other amounts due
and owing under the Existing Credit Agreement shall have been paid in full, the
commitments thereunder terminated and all guarantees and security in support
thereof released, and the Administrative Agent shall have received reasonably
satisfactory evidence thereof, and after giving effect to the Transactions and
the other transactions contemplated hereby, Holdings, the Borrower and its
subsidiaries shall have outstanding no Indebtedness or preferred stock other
than (i) the Loans and Letters of Credit hereunder, (ii) the Holdco Notes, (iii)
the Senior Subordinated Notes, (iv) Existing Subordinated Notes not tendered (or
tendered and subsequently withdrawn) in the Debt Tender Offer and (v) the
Indebtedness listed on Schedule 6.01.

      (s) Immediately after giving effect to the Transactions and the other
transactions contemplated hereby to occur on or about the Closing Date, no more
than $50,000,000 of Revolving Loans shall have been borrowed (excluding the
aggregate undrawn and unexpired amount of all outstanding Letters of Credit).

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

      Each of Holdings and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the
Commitments have been terminated and the principal of and interest on each
Loan, all Fees and all other expenses or amounts payable under any Loan
Document shall have been paid in full and all Letters of Credit have been
canceled or have expired and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, each of Holdings and the Borrower will, and will cause each of the
Subsidiaries to:

      SECTION 5.01. EXISTENCE; BUSINESSES AND PROPERTIES. (a) Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05.

      (b) Except as could not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect: (i) do or cause to be done
all things necessary to obtain, preserve, renew, extend and keep in full force
and effect the rights, licenses, permits, franchises, authorizations, patents,
copyrights, trademarks and trade names necessary to the conduct of its business;
(ii) comply in all material respects with all applicable laws, rules,
regulations and decrees and orders of any Governmental Authority, including
Environmental Laws, whether now in effect or hereafter enacted; and (iii) at all
times maintain and preserve all property necessary to the conduct of such
business and keep such property in good repair, working order


                                    Page 62



and condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times.

      SECTION 5.02. INSURANCE. (a) Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks, including fire and other
risks insured against by extended coverage, as is customary with companies in
the same or similar businesses operating in the same or similar locations,
including public liability insurance against claims for personal injury or death
or property damage occurring upon, in, about or in connection with the use of
any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law.

      (b) Cause all such policies covering any Collateral to be endorsed or
otherwise amended to include a customary lender's loss payable endorsement, in
form and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent, which endorsement shall provide that, from and after the
Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or the Collateral Agent of the occurrence of an Event
of Default, the insurance carrier shall pay all proceeds otherwise payable to
the Borrower or the Loan Parties under such policies directly to the Collateral
Agent; cause all such policies to provide that neither the Borrower, the
Administrative Agent, the Collateral Agent nor any other party shall be a
coinsurer thereunder and to contain a "Replacement Cost Endorsement", without
any deduction for depreciation, and such other provisions as the Administrative
Agent or the Collateral Agent may reasonably require from time to time to
protect their interests; deliver original or certified copies of all such
policies to the Collateral Agent; cause each such policy to provide that it
shall not be canceled, modified or not renewed (i) by reason of nonpayment of
premium upon not less than 10 days' prior written notice thereof by the insurer
to the Administrative Agent and the Collateral Agent (giving the Administrative
Agent and the Collateral Agent the right to cure defaults in the payment of
premiums) or (ii) for any other reason upon not less than 30 days' prior written
notice thereof by the insurer to the Administrative Agent and the Collateral
Agent; deliver to the Administrative Agent and the Collateral Agent, prior to
the cancellation, modification or nonrenewal of any such policy of insurance, a
copy of a renewal or replacement policy (or other evidence of renewal of a
policy previously delivered to the Administrative Agent and the Collateral
Agent) together with evidence reasonably satisfactory to the Administrative
Agent and the Collateral Agent of payment of the premium therefor.

      SECTION 5.03. OBLIGATIONS AND TAXES. Pay its Material Indebtedness and
other material obligations promptly and in accordance with their terms and pay
and discharge promptly when due all material taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as
all lawful material claims for labor, materials and supplies or otherwise that,
if unpaid, might give rise to a Lien upon such properties or any part thereof;
provided, however, that such payment and discharge shall not be required with
respect to any such tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and the Borrower shall have set aside on its books adequate reserves
with respect thereto in accordance with GAAP and such contest


                                    Page 63



operates to suspend collection of the contested obligation, tax, assessment or
charge and enforcement of a Lien.

      SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC. In the case of the
Borrower, furnish to the Administrative Agent (which shall furnish such
statements, certificates or other documents received pursuant to this Section
5.04 to each Lender and Issuing Bank):

      (a) within 90 days after the end of each fiscal year, its consolidated
balance sheet and related statements of income, stockholders' equity and cash
flows showing the financial condition of the Borrower and its consolidated
Subsidiaries as of the close of such fiscal year and the results of its
operations and the operations of such Subsidiaries during such year, together
with comparative figures for the immediately preceding fiscal year, all audited
by Arthur Andersen LLP or other independent public accountants of recognized
national standing and accompanied by an opinion of such accountants (which shall
not be qualified in any material respect) to the effect that such consolidated
financial statements fairly present the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;

      (b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year, its consolidated balance sheet and related
statements of income, stockholders' equity and cash flows showing the financial
condition of the Borrower and its consolidated Subsidiaries as of the close of
such fiscal quarter and the results of its operations and the operations of such
Subsidiaries during such fiscal quarter and the then elapsed portion of the
fiscal year, and comparative figures for the same periods in the immediately
preceding fiscal year, all certified by one of its Financial Officers as fairly
presenting the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;

      (c) concurrently with any delivery of financial statements under paragraph
(a) or (b) above, a certificate of a Financial Officer opining on or certifying
such statements (i) certifying that no Event of Default or Default has occurred
or, if such an Event of Default or Default has occurred, specifying the nature
and extent thereof and any corrective action taken or proposed to be taken with
respect thereto and (ii) setting forth computations in reasonable detail
satisfactory to the Administrative Agent demonstrating compliance with the
covenants contained in Sections 6.11, 6.12, 6.13 and 6.14 and (x) in the case of
a certificate delivered with the financial statements required by paragraph (b)
above for the second fiscal quarter of each year, setting forth the Borrower's
calculation of Excess Cash Flow, and (y) in the case of the certificate
delivered pursuant to this paragraph (c) with the financial statements under
paragraph (a) above for the fiscal year ended December 31, 2001, a reasonably
detailed schedule showing the pro forma adjustments made to calculate
Consolidated EBITDA for the fiscal quarters ended March 31, 2001 and June 30,
2001, as contemplated by the last sentence of the definition of Consolidated
EBITDA (which shall include all pro forma adjustments resulting from the 2001
Cost Reduction Plan calculated as contemplated pursuant to Schedule 5.04(d)(1)),

      (d) concurrently with any delivery of financial statements under clause
(a) above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any


                                    Page 64



Default or Event of Default (which certificate may be limited to the extent
required by accounting rules or guidelines); and in the case of the certificate
delivered pursuant to this paragraph (d) with the financial statements under
paragraph (a) above for the fiscal year ended December 31, 2001, such report of
such accounting firm shall be substantially in the form of Schedule 5.04(d)(2)
and shall be accompanied by the additional report of such accounting firm in the
form of 5.04(d)(3).

      (e) no later than 45 days after the end of each fiscal year of the
Borrower, a detailed consolidated budget for the then current fiscal year
(including a projected consolidated balance sheet and related statements of
projected operations and cash flows as of the end of and for such fiscal year
and setting forth the assumptions used for purposes of preparing such budget)
and, promptly when available, any significant revisions of such budget;

      (f) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by
Holdings, the Borrower or any Subsidiary with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or
distributed to its shareholders, as the case may be;

      (g) promptly after the receipt thereof by Holdings or the Borrower or any
of their respective subsidiaries, a copy of any "management letter" received by
any such person from its certified public accountants and the management's
response thereto; and

      (h) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of Holdings, the Borrower
or any Subsidiary, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request.

      SECTION 5.05. LITIGATION AND OTHER NOTICES. Furnish to the Administrative
Agent (which shall furnish such notice to each Lender and Issuing Bank) prompt
written notice of the following:

      (a) any Event of Default or Default, specifying the nature and extent
thereof and the corrective action (if any) taken or proposed to be taken with
respect thereto;

      (b) the filing or commencement of, or any threat or notice of intention of
any person to file or commence, any action, suit or proceeding, whether at law
or in equity or by or before any Governmental Authority, against Holdings, the
Borrower or any Subsidiary that could reasonably be expected to result in a
Material Adverse Effect; and

      (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of Holdings, the Borrower and the Subsidiaries in an aggregate amount
exceeding $5,000,000; and

      (d) any other development that has resulted in, or could reasonably be
expected to result in, a Material Adverse Effect.


                                    Page 65



      SECTION 5.06. INFORMATION REGARDING COLLATERAL. (a) Furnish to the
Administrative Agent prompt written notice of any change (i) in any Loan Party's
corporate name or in any trade name used to identify it in the conduct of its
business or in the ownership of its properties, (ii) in the location of any Loan
Party's chief executive office, its principal place of business, any office in
which it maintains books or records relating to Collateral owned by it to the
extent that such collateral has an aggregate fair market value in excess of
$1,000,000 or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), (iii) in any
Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal
Taxpayer Identification Number. Holdings and the Borrower agree not to effect or
permit any change referred to in the preceding sentence unless all filings have
been made under the Uniform Commercial Code or otherwise that are required in
order for the Collateral Agent to continue at all times following such change to
have a valid, legal and perfected security interest in all the Collateral.

      (b) In the case of the Borrower, each year, at the time of delivery of the
annual financial statements with respect to the preceding fiscal year pursuant
to Section 5.04(a), deliver to the Administrative Agent a certificate of a
Financial Officer setting forth the information required pursuant to Section 2
of the Perfection Certificate or confirming that there has been no change in
such information since the date of the Perfection Certificate delivered on the
Closing Date or the date of the most recent certificate delivered pursuant to
this Section 5.06.

      SECTION 5.07. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
Keep proper books of record and account in which full, true and correct entries
in conformity with GAAP and all material requirements of law are made of all
dealings and transactions in relation to its business and activities. Each Loan
Party will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender to visit
and inspect the financial records and the properties of Holdings, the Borrower
or any Subsidiary at reasonable times and as often as reasonably requested and
to make extracts from and copies of such financial records, and permit any
representatives designated by the Administrative Agent or any Lender to discuss
the affairs, finances and condition of Holdings, the Borrower or any Subsidiary
with the officers thereof and independent accountants therefor. Without limiting
the foregoing, Holdings and the Borrower agree to discuss their affairs,
finances and condition in conference calls with Lenders within one week after
the date of delivery of the financial statements required by Sections 5.04(a)
and (b) for the fiscal periods ending September 2001, December 2001 and March
2002, and at such times and at such intervals thereafter (but no more frequently
than on a quarterly basis within one week after the date of delivery of
financial statements required by Sections 5.04(a) and (b)) as shall be requested
in writing by the Administrative Agent or the Required Lenders.

      SECTION 5.08. USE OF PROCEEDS. Use the proceeds of the Loans and request
the issuance of Letters of Credit only for the purposes set forth in the
preamble to this Agreement (or, in the case of the Incremental Term Loans, as
set forth in the applicable Incremental Term Loan Assumption Agreement).

      SECTION 5.09. FURTHER ASSURANCES. Execute any and all further documents,
financing statements, agreements and instruments, and take all further action
(including filing Uniform Commercial Code and other financing statements) that
may be required under applicable law, or


                                       66


that the Required Lenders, the Administrative Agent or the Collateral Agent may
reasonably request, in order to effectuate the transactions contemplated by the
Loan Documents and in order to grant, preserve, protect and perfect the validity
and priority of the security interests created or intended to be created by the
Security Documents. The Borrower will cause any subsequently acquired or
organized Domestic Subsidiary (other than an Inactive Subsidiary, a
Co-investment Subsidiary which is not a wholly owned Subsidiary, a Special
Co-investment Subsidiary or a JV Subsidiary), or any Domestic Subsidiary that
ceases to be an Inactive Subsidiary, a Special Co-investment Subsidiary or a JV
Subsidiary or that becomes a wholly owned Co-investment Subsidiary (other than a
Special Co-investment Subsidiary), to become party to the Collateral Agreement
and each other applicable Security Document in favor of the Collateral Agent. In
addition, from time to time, the Borrower will, at its cost and expense,
promptly secure the Obligations by pledging or creating, or causing to be
pledged or created, perfected security interests with respect to such of its
material assets and properties as the Administrative Agent or the Required
Lenders shall designate (it being understood that it is the intent of the
parties that the Obligations shall be secured by, among other things,
substantially all the assets of the Borrower and its Domestic Subsidiaries
(other than Inactive Subsidiaries, partially owned Co-investment Subsidiaries,
Special Co-investment Subsidiaries, JV Subsidiaries and any assets consisting of
Co-investment Vehicles) (including material real property, properties of the
types which constitute collateral under the Security Documents on the Closing
Date which are acquired subsequent to the Closing Date and such other property
that may be so pledged without imposing undue burden or cost on the Borrower and
its Subsidiaries)). Such security interests and Liens will be created under the
Security Documents and other security agreements and other instruments and
documents in form and substance reasonably satisfactory to the Collateral Agent,
and the Borrower shall deliver or cause to be delivered to the Lenders all such
instruments and documents (including legal opinions, title insurance policies
and lien searches) as the Collateral Agent shall reasonably request to evidence
compliance with this Section. In addition, within 15 days after the Closing
Date, Holdings and the Borrower shall deliver to the Administrative Agent the
documents contemplated by Section 4.02(h) with respect to the matters set forth
on Schedules 4.02(h), respectively, and such related documentation as the
Administrative Agent may reasonably request.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

      Each of Holdings and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the
Commitments have been terminated and the principal of and interest on each
Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full and all Letters of Credit have been cancelled
or have expired and all amounts drawn thereunder have been reimbursed in
full, unless the Required Lenders shall otherwise consent in writing, neither
Holdings nor the Borrower will, nor will they cause or permit any of the
Subsidiaries to:

      SECTION 6.01. INDEBTEDNESS. Incur, create, assume or permit to exist any
Indebtedness, except:


                                       67



      (a) Indebtedness existing on the date hereof and set forth in Schedule
6.01 and any extensions, renewals or replacements of such Indebtedness to the
extent the principal amount of such Indebtedness is not increased, neither the
final maturity nor the weighted average life to maturity of such Indebtedness is
decreased, such Indebtedness, if subordinated to the Obligations, remains so
subordinated on terms no less favorable to the Lenders, and the obligors in
respect of such Indebtedness at the time of such refinancing remain the only
obligors thereon;

      (b) Indebtedness created hereunder and under the other Loan Documents;

      (c) intercompany Indebtedness of the Borrower and the Subsidiaries to the
extent permitted by Section 6.04(c);

      (d) Indebtedness of the Borrower or any Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or capital assets, and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof; PROVIDED that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or
the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this Section 6.01(d), when
combined with the aggregate principal amount of all Capital Lease Obligations
incurred pursuant to Section 6.01(e) shall not exceed $20,000,000 at any time
outstanding;

      (e) Capital Lease Obligations in an aggregate principal amount, when
combined with the aggregate principal amount of all Indebtedness incurred
pursuant to Section 6.01(d), not in excess of $20,000,000 at any time
outstanding;

      (f) Indebtedness under performance bonds or with respect to workers'
compensation claims, in each case incurred in the ordinary course of business;

      (g) Melody Permitted Indebtedness;

      (h) Indebtedness incurred by Foreign Subsidiaries for working capital in
an aggregate principal amount not exceeding $25,000,000 at any time outstanding,
up to $10,000,000 of which may be Guaranteed on an unsecured basis by the
Borrower and/or one or more Domestic Subsidiaries;

      (i) Indebtedness of any Subsidiary that exists at the time such person
becomes a Subsidiary and that was not incurred in contemplation of or in
connection with the acquisition by the Borrower or a Subsidiary of such person,
in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding;

      (j) Guarantees by the Borrower or any Subsidiary of any Indebtedness
permitted under this Section 6.01; provided, however, that (i) no Indebtedness
of Holdings may be Guaranteed under this paragraph (j) and (ii) Indebtedness of
Foreign Subsidiaries may be Guaranteed by the Borrower and the Domestic
Subsidiaries only to the extent provided for in paragraph (h) above;

      (k) Indebtedness in respect of the Additional L/C Facility in an aggregate
amount outstanding at any time not to exceed $10,000,000; and


                                       68



      (l) other unsecured Indebtedness of the Borrower or the Subsidiaries in an
aggregate principal amount not exceeding $30,000,000 at any time outstanding.

      SECTION 6.02. LIENS. Create, incur, assume or permit to exist any Lien on
any property or assets (including Equity Interests or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except:

      (a) Liens on property or assets of the Borrower and its Subsidiaries
existing on the date hereof and set forth in Schedule 6.02; provided that such
Liens shall secure only those obligations which they secure on the date hereof
and extensions, renewals and replacements thereof permitted hereunder;

      (b) any Lien created under the Loan Documents;

      (c) any Lien existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary; PROVIDED that (i) such Lien is not
created in contemplation of or in connection with such acquisition, and (ii)
such Lien does not apply to any other property or assets of the Borrower or any
Subsidiary

      (d) Liens for taxes, fees, assessments or other governmental charges not
yet due or which are being contested in compliance with Section 5.03;

      (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business and securing
obligations that are not due and payable or which are being contested in
compliance with Section 5.03;

      (f) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and other social
security laws or regulations;

      (g) deposits to secure the performance of bids, trade contracts (other
than for Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

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

      (i) purchase money security interests in real property, improvements
thereto or equipment hereafter acquired (or, in the case of improvements,
constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such security
interests secure Indebtedness permitted by Section 6.01(d), (ii) such security
interests are incurred, and the Indebtedness secured thereby is created, within
90 days after such acquisition (or construction), (iii) the Indebtedness secured
thereby does not exceed 100% of the cost of such real property, improvements or
equipment at the time


                                       69



of such acquisition (or construction) and (iv) such security interests do not
apply to any other property or assets of the Borrower or any Subsidiary;

      (j) Liens arising out of judgments or awards in respect of which Holdings,
the Borrower or any of the Subsidiaries shall in good faith be prosecuting an
appeal or proceedings for review in respect of which there shall be secured a
subsisting stay of execution pending such appeal or proceedings; PROVIDED that
the aggregate amount of all such judgments or awards (and any cash and the fair
market value of any property subject to such Liens) does not exceed $7,500,000
at any time outstanding;

      (k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens
do not extend to, or encumber, assets which constitute Collateral or the Equity
Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure
only Indebtedness incurred by such Foreign Subsidiary pursuant to Section
6.01(h);

      (l) Liens on investments made by Melody in connection with the Melody Loan
Arbitrage Facility or the Melody Mortgage Warehousing Facility to secure
Indebtedness under the Melody Loan Arbitrage Facility, if such investments were
acquired by Melody with the proceeds of such Indebtedness;

      (m) Liens on commercial mortgage loans originated and owned by Melody or
any Mortgage Banking Subsidiary pursuant to the Melody Mortgage Warehousing
Facility;

      (n) any Lien existing on any property or asset of any person that exists
at the time such person becomes a Subsidiary and that secured Indebtedness
permitted by Section 6.01(i); PROVIDED that (i) such Lien was not created in
contemplation of or in connection with such acquisition and (ii) such Lien does
not apply to any property or assets of the Borrower or any other Subsidiary;

      (o) Liens arising solely by virtue of any statutory or common law
provision relating to bankers' 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 Borrower or any Subsidiary in excess of those set forth by
regulations promulgated by the Board and (ii) such deposit account is not
intended by the Borrower or any Subsidiary to provide collateral to such
depository institution; and

      (p) other Liens in respect of obligations (other than Indebtedness) on
property with a fair market value not in excess of $2,000,000.

      SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred unless (a) the sale of such
property is permitted by Section 6.05 and (b) any Capital Lease Obligations or
Liens arising in connection therewith are permitted by Sections 6.01 and 6.02,
respectively.


                                       70



      SECTION 6.04. INVESTMENTS, LOANS AND ADVANCES. Purchase, hold or acquire
any Equity Interests, evidences of indebtedness or other securities of, make or
permit to exist any loans or advances to, or make or permit to exist any
investment or any other interest in, any other person (other than investments in
insurance contracts pursuant to the Deferred Compensation Plan), except:

      (a) (i) investments by Holdings, the Borrower and the Subsidiaries
existing on the date hereof in the Equity Interests of the Borrower and the
Subsidiaries and (ii) additional investments by Holdings, the Borrower and the
Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries;
PROVIDED that (A) any such Equity Interests held by a Loan Party shall be
pledged pursuant to the Collateral Agreement (subject to the limitations
applicable to voting stock of a Foreign Subsidiary referred to in Section
4.02(f)) and (B) the aggregate amount of investments by Loan Parties in, and
loans and advances by Loan Parties to, Subsidiaries that are not Loan Parties
(other than investments in Co-investment Subsidiaries to implement
Co-investments pursuant to clause (i) below) shall not exceed at any time
outstanding the sum of (x) the aggregate amount of the investments, loans and
advances indicated on Schedule 6.04(a) and (y) $10,000,000;

      (b) Permitted Investments;

      (c) loans or advances made by the Borrower to any Subsidiary and made by
any Subsidiary to the Borrower or any other Subsidiary; PROVIDED that (i) any
such loans and advances made by a Loan Party shall be evidenced by a promissory
note pledged to the Collateral Agent for the ratable benefit of the Secured
Parties pursuant to the Collateral Agreement and (ii) the amount of such loans
and advances made by Loan Parties to Subsidiaries that are not Loan Parties
shall be subject to the limitation set forth in clause (a) above;

      (d) investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;

      (e) the Borrower and the Subsidiaries may make loans and advances in the
ordinary course of business consistent with past practice to their respective
employees so long as the aggregate principal amount (determined without regard
to any write-downs or write-offs of such loans and advances, other than
write-downs or write-offs for which the total amount of such write-down or
write-off is included as a charge in Consolidated EBITDA) does not exceed
$15,000,000 in the aggregate outstanding at any time;

      (f) the Borrower may enter into Hedging Agreements that are not
speculative in nature and are related to income derived from operations of the
Borrower or any Subsidiary or otherwise related to purchases from suppliers;

      (g) the Borrower or any Subsidiary may acquire all or substantially all
the assets of a person or line of business of such person, or all or
substantially all of the Equity Interests of a person that as a result becomes a
wholly owned Subsidiary (referred to herein as the "Acquired Entity"); PROVIDED
that (i) such acquisition was not preceded by an unsolicited tender offer for
such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower
or any Subsidiary;


                                       71



(ii) the Acquired Entity shall be a going concern and shall be in a similar line
of business as that of the Borrower and the Subsidiaries as conducted during the
current and most recent calendar year; and (iii) at the time of such transaction
(A) both before and after giving effect thereto, no Event of Default or Default
shall have occurred and be continuing; (B) the Borrower would be in Pro Forma
Compliance, as evidenced by a certificate of a Financial Officer of the Borrower
which shall have been prepared in good faith and based on reasonably detailed
written assumptions; (C) after giving effect to such acquisition, there must be
at least $40,000,000 of unused and available Revolving Credit Commitments; and
(D) the aggregate consideration paid in connection with such acquisition and any
related acquisitions pursuant to this Section 6.04(g) (including any
Indebtedness of the Acquired Entity that is assumed by the Borrower or any
Subsidiary following such acquisition) shall not exceed (x) $20,000,000 for such
acquisition and (y) $60,000,000 for all such acquisitions pursuant to this
Section 6.04(g) (any acquisition of an Acquired Entity meeting all the criteria
of this Section 6.04(g) being referred to herein as a "Permitted Acquisition");

      (h) investments made by Melody in connection with the Melody Loan
Arbitrage Facility or the Melody Mortgage Warehousing Facility;

      (i) Co-investments (other than with respect to the Calpers Co-investment)
not to exceed $20,000,000 in any fiscal year of the Borrower and Co-investments
pursuant to the Calpers Co-investment not to exceed $26,000,000 in the aggregate
outstanding at any time; PROVIDED, HOWEVER, that the aggregate amount of
Co-investments in each fiscal year made in Co-investment Vehicles that are
organized in, or the principal real estate investments of which are located in,
countries that are not members of the Organization for Economic Co-operation and
Development, shall not exceed $5,000,000;

      (j) investments to the extent consisting of noncash consideration received
in connection with a sale of assets permitted by Section 6.05;

      (k) investments by Holdings, the Borrower and the Subsidiaries existing on
the Closing Date and listed on Schedule 6.04(k);

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

      (m) in addition to investments permitted by paragraphs (a) through (l)
above, additional investments, loans and advances by the Borrower and the
Subsidiaries so long as the aggregate amount invested, loaned or advanced
pursuant to this paragraph (m) (determined without regard to any write-downs or
write-offs of such investments, loans and advances) does not exceed $25,000,000
in the aggregate outstanding at any time.

      SECTION 6.05. MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND ACQUISITIONS.
(a) Merge into or consolidate with any other person, or permit any other person
to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or
substantially all the assets (whether now owned or hereafter acquired) of the
Borrower, or purchase, lease or otherwise acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
person, except that if at the time thereof and


                                       72



immediately after giving effect thereto no Event of Default or Default shall
have occurred and be continuing (i) any wholly owned Subsidiary may merge into
the Borrower in a transaction in which the Borrower is the surviving
corporation, (ii) any wholly owned Subsidiary may merge into or consolidate with
any other wholly owned Subsidiary in a transaction in which the surviving entity
is a wholly owned Subsidiary and no person other than the Borrower or a wholly
owned Subsidiary receives any consideration (provided that if any party to any
such transaction is a Loan Party, the surviving entity of such transaction shall
be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted
Acquisitions.

      (b) Engage in any other Asset Sale except:

            (i) (A) any such Asset Sale the consideration for which is at least
      80% cash, (B) such consideration is at least equal to the fair market
      value of the assets being sold, transferred, leased or disposed of, (C)
      the fair market value of all assets sold, transferred, leased or disposed
      of pursuant to this clause (i) (other than sales of Equity Interests by
      Foreign Subsidiaries to investors) shall not exceed in any fiscal year the
      sum of $5,000,000 plus, with respect to each fiscal year commencing on or
      after January 1, 2002, the excess, if any, of $5,000,000 over the amount
      of Asset Sales made by the Borrower and the Subsidiaries during the
      preceding fiscal year and (D) sales of Equity Interests by Foreign
      Subsidiaries to investors shall not exceed $10,000,000 in any fiscal year;
      and

            (ii) sales by the Borrower or the Subsidiaries of brokerage offices,
      or transfers of the assets of brokerage offices and related assets, to
      joint ventures in the ordinary course of business.

      SECTION 6.06. RESTRICTED PAYMENTS; RESTRICTIVE AGREEMENTS. (a) Declare or
make, or agree to declare or make, directly or indirectly, any Restricted
Payment (including pursuant to any Synthetic Purchase Agreement), or incur any
obligation (contingent or otherwise) to do so; provided, however, that (i) any
Subsidiary may declare and pay dividends or make other distributions ratably to
its equity holders, (ii) so long as (x) no Event of Default shall have occurred
and be continuing and (y) the Borrower shall be in Pro Forma Compliance after
giving effect thereto, the Borrower may make Restricted Payments to Holdings in
the amounts and at the times necessary to enable Holdings to pay interest in
cash on the Holdco Notes, (iii) so long as no Event of Default or Default shall
have occurred and be continuing or would result therefrom, the Borrower may, or
the Borrower may make distributions to Holdings so that Holdings may, repurchase
its Equity Interests owned by employees of Holdings, the Borrower or the
Subsidiaries or make payments to employees of Holdings, the Borrower or the
Subsidiaries upon termination of employment in connection with the exercise of
stock options, stock appreciation rights or similar equity incentives or equity
based incentives pursuant to management incentive plans or in connection with
the death or disability of such employees in an aggregate amount (excluding any
amount of any such repurchase paid for with the cancellation of Indebtedness of
such employee to the Borrower or Holdings, as the case may be) not to exceed
$3,000,000 in any fiscal year, (iv) the Borrower may, or the Borrower may make
distributions to Holdings, so that Holdings may, repurchase or redeem shares of
its Equity Interests pursuant to the Borrower's 401(k) plan as in effect on the
Closing Date and to the extent required by law, (v) so long as no Event of
Default shall have occurred and be continuing or would result therefrom, the
Borrower may, or the Borrower may make distributions to


                                       73



Holdings, so the Holdings may, repurchase or redeem shares (including any
repurchase or redemption paid for with the cancellation of Indebtedness of the
applicable employee to the Borrower or Holdings, as the case may be) of its
Equity Interests issued or granted by Holdings to employees (including
substantially full-time independent contractors) and held by such employees in
an aggregate amount not to exceed $2,500,000 during any fiscal year of the
Borrower, provided that any such purchases or redemptions paid for with the
cancellation of Indebtedness of employees to the Borrower or Holdings, as the
case may be, shall not be limited in amount, (vi) the Borrower may make
Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any
fiscal year, to the extent necessary to pay actual out-of-pocket general
corporate and overhead expenses incurred by Holdings in the ordinary course of
business and (y) in an amount necessary to pay Tax liabilities directly
attributable to (or arising as a result of) the Borrower and the Subsidiaries,
(vii) Holdings may issue common stock of Holdings in exchange for stock fund
units in the Deferred Compensation Plan pursuant to the Deferred Compensation
Plan and (viii) to the extent the Cash Equity Contribution exceeds $98,800,000
then on or prior to August 31, 2001, Holdings may redeem its Equity Interests
from RCBA and other stockholders party to a securityholders agreement with RCBA
entered into on or prior to the Closing Date in an amount not greater than the
Net Cash Proceeds received by Holdings after the Closing Date and prior to
August 3, 2001 from Equity Issuances pursuant to the Employee Offering
Registration Statement to the extent such Net Cash Proceeds were not included in
calculating the Cash Equity Contribution. Notwithstanding the foregoing, all
Restricted Payments made to Holdings pursuant to clause (ii), (v) or (vi) above
will be used by Holdings for the purposes specified herein within 10 Business
Days of the receipt thereof or returned to the Borrower.

      (b) Enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (i) the
ability of Holdings, the Borrower or any Subsidiary to create, incur or permit
to exist any Lien upon any of its property or assets, or (ii) the ability of any
Subsidiary to pay dividends or other distributions with respect to any of its
Equity Interests or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary; PROVIDED that (A) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document or Senior Subordinated Note
Document, (B) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, PROVIDED such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (C) the
foregoing shall not apply to restrictions and conditions imposed on any Foreign
Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted
to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness, (E) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof and identified on Schedule 6.06(b), (F) the foregoing shall not apply to
customary restrictions on or customary conditions to the payment of dividends or
other distributions on, or the creation of Liens on, Equity Interests owned by
the Borrower or any Subsidiary in any joint venture or similar enterprise that
is not a Subsidiary contained in the constitutive documents of such joint
venture or enterprise, and (G) clause (i) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof.


                                       74



      SECTION 6.07. TRANSACTIONS WITH AFFILIATES. Except for transactions by or
among Loan Parties, sell or transfer any property or assets to, or purchase or
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except that (x) the Borrower or any
Subsidiary may engage in any of the foregoing transactions at prices and on
terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm's-length basis from unrelated third parties, (y) on
or prior to October 1, 2001, Holdings and the Borrower may pay fees in
connection with the Transactions in the aggregate amount not to exceed
$5,000,000 to the Sponsors or their Affiliates and (z) Holdings and/or the
Borrower, as applicable, may enter into, and perform their obligations under,
the Transaction Documents.

      SECTION 6.08. BUSINESS OF HOLDINGS, BORROWER AND SUBSIDIARIES. (a) With
respect to Holdings, engage in any business activities or have any assets or
liabilities other than (i) its ownership of the Equity Interests of the Borrower
and liabilities incidental thereto, including its liabilities pursuant to the
Collateral Agreement, and (ii) its liabilities pursuant to the Holdco Note
Documents and the Senior Subordinated Note Documents.

      (b) With respect to the Borrower and its Subsidiaries, engage at any time
in any business or business activity other than the business currently conducted
by the Borrower or any of the Subsidiaries and business activities reasonably
incidental thereto.

      SECTION 6.09. OTHER INDEBTEDNESS AND AGREEMENTS. (a) (i) Permit any
waiver, supplement, modification, amendment, termination or release of any
indenture, instrument or agreement pursuant to which any Material Indebtedness
of Holdings, the Borrower or any of the Subsidiaries is outstanding if the
effect of such waiver, supplement, modification, amendment, termination or
release would materially increase the obligations of the obligor or confer
additional material rights on the holder of such Indebtedness in a manner
adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders or
(ii) modify its charter or by-laws to the extent that any such modification
would be adverse to the Lenders in any material respect.

      (b) (i) Make any distribution, whether in cash, property, securities or a
combination thereof, other than regular scheduled payments of principal and
interest as and when due (to the extent not prohibited by applicable
subordination provisions), in respect of, or pay, or offer or commit to pay, or
directly or indirectly (including pursuant to any Synthetic Purchase Agreement)
redeem, repurchase, retire or otherwise acquire for consideration, or set apart
any sum for the aforesaid purposes, the Holdco Notes or any subordinated
Indebtedness, or (ii) pay in cash any amount in respect of any Indebtedness
(other than the Holdco Notes, to the extent permitted by Section 6.06(a)) or
preferred Equity Interests that may at the obligor's option be paid in kind or
in other securities.

      SECTION 6.10. CAPITAL EXPENDITURES. Permit the aggregate amount of Capital
Expenditures made by the Borrower and the Subsidiaries in any year to exceed
$30,000,000. The amount of permitted Capital Expenditures set forth above in
respect of any fiscal year commencing with the fiscal year ending on December
31, 2002, shall be increased (but not decreased) by (a) the amount of unused
permitted Capital Expenditures for the immediately preceding fiscal year less
(b) an amount equal to unused Capital Expenditures carried forward to such
preceding fiscal year.


                                       75



      SECTION 6.11. INTEREST COVERAGE RATIO. Permit the Interest Coverage Ratio
for any period of four consecutive fiscal quarters, in each case taken as one
accounting period, ending on the last day of any fiscal quarter during any
period set forth below to be less than the ratio set forth opposite such period
below:



     DATE OR PERIOD                                 RATIO
     --------------                                 -----
                                                 
     September 30, 2001 through December 31, 2002   2.50:1.0
     March 31, 2003 and thereafter                  2.75:1.0


      SECTION 6.12. FIXED CHARGE COVERAGE RATIO. Permit the Fixed Charge
Coverage Ratio for any period of four consecutive fiscal quarters, in each case
taken as one accounting period, ending on the last day of any fiscal quarter
during any period set forth below to be the less than the ratio set forth
opposite such date or period below:



     DATE OR PERIOD                                 RATIO
     --------------                                 -----
                                                 
     September 30, 2001 through March 31, 2002      1.50:1.0
     June 30, 2002 through December 31, 2002        1.75:1.0
     March 31, 2003 through June 30, 2003           2.00:1.0
     September 30, 2003 through December 31, 2003   2.25:1.0
     March 31, 2004 and thereafter                  2.50:1.0


      SECTION 6.13. MAXIMUM LEVERAGE RATIO. Permit the Leverage Ratio on the
last day of any fiscal quarter during any period set forth below to be greater
than the ratio set forth opposite such date or period below:



     PERIOD                                         RATIO
     ------                                         -----
                                                 
     September 30, 2001 through December 31, 2001   3.50:1.0
     March 31, 2002 through June 30, 2002           4.00:1.0
     September 30, 2002                             3.75:1.0
     December 31, 2002                              3.00:1.0
     March 31, 2003 through June 30, 2003           3.50:1.0
     September 30, 2003                             3.00:1.0
     December 31, 2003                              2.50:1.0
     March 31, 2004 through June 30, 2004           3.00:1.0
     September 30, 2004 and thereafter              2.25:1.0


      SECTION 6.14. MAXIMUM SENIOR LEVERAGE RATIO. Permit the Senior Leverage
Ratio on the last day of any fiscal quarter during any period set forth below to
be greater than the ratio set forth opposite such date or period below:



     PERIOD                                         RATIO
     ------                                         -----
                                                 
     September 30, 2001                             2.50:1.0
     December 31, 2001                              2.00:1.0
     March 31, 2002 through June 30, 2002           2.50:1.0
     September 30, 2002                             2.00:1.0
     December 31, 2002                              1.50:1.0
     March 31, 2003 through June 30, 2003           2.00:1.0



                                       76






     PERIOD                                         RATIO
     ------                                         -----
                                                 
     September 30, 2003                             1.50:1.0
     December 31, 2003 and thereafter               1.25:1.0


      SECTION 6.15. FISCAL YEAR. With respect to Holdings and the Borrower,
change their fiscal year-end to a date other than December 31.

      SECTION 6.16. MANAGEMENT FEES. With respect to Holdings and the Borrower,
pay or agree to pay to any Sponsor any management fees, transaction fees or
similar charges, other than fees in connection with the Transactions in the
aggregate amount not to exceed $5,000,000 payable to the Sponsors or their
Affiliates on or prior to October 1, 2001.

      SECTION 6.17. INDEBTEDNESS OF CO-INVESTMENT SUBSIDIARIES. (a) Incur,
create, assume or permit to exist any Indebtedness of any Co-investment
Subsidiary; or (b) permit any JV Subsidiary to incur, create, assume or permit
to exist any Indebtedness of such JV Subsidiary in an aggregate amount
outstanding at any time not to exceed $2,000,000; PROVIDED that the debt
permitted pursuant to this clause (b) shall not be in addition to any
Indebtedness permitted to be incurred, created, assumed or permitted to exist
pursuant to Section 6.01.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

      In case of the happening of any of the following events ("EVENTS OF
DEFAULT"):

      (a) any representation or warranty made or deemed made in or in connection
with any Loan Document or the borrowings or issuances of Letters of Credit
hereunder, or any representation, warranty, statement or information contained
in any report, certificate, financial statement or other instrument furnished in
connection with or pursuant to any Loan Document, shall prove to have been false
or misleading in any material respect when so made, deemed made or furnished;

      (b) default shall be made in the payment of any principal of any Loan or
the reimbursement with respect to any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

      (c) default shall be made in the payment of any interest on any Loan or
L/C Disbursement or any Fee or any other amount (other than an amount referred
to in (b) above) due under any Loan Document, when and as the same shall become
due and payable, and such default shall continue unremedied for a period of
three Business Days;

      (d) default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in Section 2.13(i), 5.01(a), 5.05(a) or 5.08 or in Article VI;

      (e) default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in any Loan


                                       77



Document (other than those specified in (b), (c) or (d) above) and such default
shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Borrower;

      (f) (i) Holdings, the Borrower or any Subsidiary shall fail to pay any
principal or interest, regardless of amount, due in respect of any Material
Indebtedness, when and as the same shall become due and payable, or (ii) any
other event or condition occurs that results in any Material Indebtedness
becoming due prior to its scheduled maturity or that enables or permits (with or
without the giving of notice, the lapse of time or both) the holder or holders
of any Material Indebtedness or any trustee or agent on its or their behalf to
cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that this clause (ii) shall not apply to (x) secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness and (y) Indebtedness existing on the Closing
Date which by its terms provides for an option by the payee thereof to require
repayment prior to the scheduled maturity thereof;

      (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of Holdings, the Borrower or any Subsidiary, or of a substantial part
of the property or assets of Holdings, the Borrower or a Subsidiary, under Title
11 of the United States Code, as now constituted or hereafter amended, or any
other Federal, state or foreign bankruptcy, insolvency, receivership or similar
law, (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Holdings, the Borrower or any Subsidiary or
for a substantial part of the property or assets of Holdings, the Borrower or a
Subsidiary or (iii) the winding-up or liquidation of Holdings, the Borrower or
any Subsidiary; and such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of the foregoing shall
be entered;

      (h) Holdings, the Borrower or any Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the
Borrower or any Subsidiary or for a substantial part of the property or assets
of Holdings, the Borrower or any Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, (vi) become unable,
admit in writing its inability or fail generally to pay its debts as they become
due or (vii) take any action for the purpose of effecting any of the foregoing;

      (i) one or more judgments for the payment of money in an aggregate amount
in excess of $7,500,000 shall be rendered against Holdings, the Borrower, any
Subsidiary or any combination thereof and the same shall remain undischarged for
a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy upon
assets or properties of Holdings, the Borrower or any Subsidiary to enforce any
such judgment;


                                       78



      (j) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other such ERISA Events, could
reasonably be expected to result in a Material Adverse Effect;

      (k) any Guarantee under the Collateral Agreement for any reason shall
cease to be in full force and effect (other than in accordance with its terms),
or any Guarantor shall deny in writing that it has any further liability under
the Collateral Agreement (other than as a result of the discharge of such
Guarantor in accordance with the terms of the Loan Documents);

      (l) any security interest purported to be created by any Security Document
shall cease to be, or shall be asserted by the Borrower or any other Loan Party
not to be, a valid, perfected, first priority (except as otherwise expressly
provided in this Agreement or such Security Document) security interest in the
securities, assets or properties covered thereby, except to the extent that any
such loss of perfection or priority results from (i) the sale or other
disposition of the applicable Collateral in a transaction permitted by any Loan
Document, (ii) any action taken by the Collateral Agent to release any such Lien
in compliance with the provisions of this Agreement or any other Loan Document,
(iii) the Collateral Agent's failure to properly file (A) Uniform Commercial
Code financing statements or comparable filings delivered to it for filing under
the Security Documents or (B) Uniform Commercial Code continuation statements or
comparable filings necessary to maintain perfection or (iv) the failure of the
Collateral Agent to maintain possession of certificates representing securities
pledged and delivered to it under the Collateral Agreement;

      (m) any of the Obligations shall cease to constitute "Senior Indebtedness"
under and as defined in the Senior Subordinated Note Indenture; or

      (n) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to Holdings
or the Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or
different times:  (i) terminate forthwith the Commitments and (ii) declare
the Loans then outstanding to be forthwith due and payable in whole or in
part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of the Borrower accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event with respect
to Holdings or the Borrower described in paragraph (g) or (h) above, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and any unpaid accrued
Fees and all other liabilities of the Borrower accrued hereunder and under
any other Loan Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which
are hereby expressly waived by the Borrower, anything contained herein or in
any other Loan Document to the contrary notwithstanding.


                                       79



                                  ARTICLE VIII

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

      Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent and the Collateral Agent (for purposes of this
Article VIII, the Administrative Agent and the Collateral Agent are referred
to collectively as the "Agents") its agent and authorizes the Agents to take
such actions on its behalf and to exercise such powers as are delegated to
such Agent by the terms of the Loan Documents, together with such actions and
powers as are reasonably incidental thereto.  Without limiting the generality
of the foregoing, the Agents are hereby expressly authorized to execute any
and all documents (including releases) with respect to the Collateral and the
rights of the Secured Parties with respect thereto, as contemplated by and in
accordance with the provisions of this Agreement and the Security Documents.

      The bank serving as the Administrative Agent and/or the Collateral
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not an
Agent, and such bank and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with Holdings, the Borrower
or any Subsidiary or other Affiliate thereof as if it were not an Agent
hereunder.

      Neither Agent shall have any duties or obligations except those
expressly set forth in the Loan Documents.  Without limiting the generality
of the foregoing, (a) neither Agent shall be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) neither Agent shall have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby that such Agent is required to exercise
in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.08), and (c) except as expressly set forth in the Loan Documents, neither
Agent shall have any duty to disclose, nor shall it be liable for the failure
to disclose, any information relating to Holdings, the Borrower or any of the
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent and/or Collateral Agent or any of its Affiliates in any
capacity.  Neither Agent shall be liable for any action taken or not taken by
it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.08) or in the absence of its own gross
negligence or wilful misconduct.  Neither Agent shall be deemed to have
knowledge of any Default unless and until written notice thereof is given to
such Agent by Holdings, the Borrower or a Lender, and neither Agent shall be
responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions
set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt
of items expressly required to be delivered to such Agent.


                                       80



      Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person.  Each Agent may also
rely upon any statement made to it orally or by telephone and believed by it
to have been made by the proper person, and shall not incur any liability for
relying thereon.  Each Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.

      Each Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by it.  Each
Agent and any such sub-agent may perform any and all its duties and exercise
its rights and powers by or through their respective Related Parties.  The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent,
and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as
activities as Agent.

      Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders,
the Issuing Bank and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower and, unless
an Event of Default shall have occurred and be continuing, with the consent
of the Borrower (which shall not be unreasonably withheld), to appoint a
successor.  If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor Agent
which shall be a bank with an office in New York, New York, or an Affiliate
of any such bank.  Upon the acceptance of its appointment as Agent hereunder
by a successor, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor Agent shall be
the same as those payable to its predecessor unless otherwise agreed between
the Borrower and such successor.  After an Agent's resignation hereunder, the
provisions of this Article and Section 9.05 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while acting as Agent.

      Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender
and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement or any other Loan Document, any
related agreement or any document furnished hereunder or thereunder.


                                       81



                                   ARTICLE IX

                                  MISCELLANEOUS

      SECTION 9.01. NOTICES. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by fax, as
follows:

      (a) if to the Borrower or Holdings, to it at CB Richard Ellis Services,
Inc., 200 North Sepulveda Boulevard, El Segundo, CA 90245-4380, Attention of
Chief Financial Officer (Fax No. (310) 563-8642) and at CB Richard Ellis
Services, Inc., 505 Montgomery Street, Suite 600, San Francisco, CA 94111,
Attention of General Counsel (Fax No. (415) 733-5555);

      (b) if to the Administrative Agent, to Credit Suisse First Boston, Eleven
Madison Avenue, New York, NY 10010, Attention of Syndicated Finance/Agency
Department Manager (Fax No. (212) 325-8304, with a copy to Credit Suisse First
Boston, at Eleven Madison Avenue, New York, NY 10010, Attention of Mark E.
Gleason (Fax No. (212) 325-8615); and

      (c) if to a Lender, to it at its address (or fax number or e-mail address)
set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which
such Lender shall have become a party hereto.

      All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier
service or sent by fax or on the date five Business Days after dispatch by
certified or registered mail if mailed, in each case delivered, sent or
mailed (properly addressed) to such party as provided in this Section 9.01 or
in accordance with the latest unrevoked direction from such party given in
accordance with this Section 9.01.

      SECTION 9.02. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Borrower or Holdings herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Bank and shall survive the
making by the Lenders of the Loans and the issuance of Letters of Credit by the
Issuing Bank, regardless of any investigation made by the Lenders or the Issuing
Bank or on their behalf, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any Fee or any other
amount payable under this Agreement or any other Loan Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not been terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05
shall remain operative and in full force and effect regardless of the expiration
of the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the expiration of the Commitments,
the expiration of any Letter of Credit, the invalidity or unenforceability of
any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, the Collateral
Agent, any Lender or the Issuing Bank.


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      SECTION 9.03. BINDING EFFECT. This Agreement shall become effective when
it shall have been executed by the Borrower, Holdings and the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto.

      SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the Borrower, Holdings, the Administrative
Agent, the Collateral Agent, the Issuing Bank or the Lenders that are contained
in this Agreement shall bind and inure to the benefit of their respective
successors and assigns.

      (b) Each Lender may assign to one or more assignees all or a portion of
its interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate or Related Fund of a Lender which does not result in any increased
costs or other additional amounts being paid by the Borrower, (x) the Borrower
and the Administrative Agent (and, in the case of any assignment of a Revolving
Credit Commitment, the Issuing Bank and the Swingline Lender) must give their
prior written consent to such assignment (which consent shall not be
unreasonably withheld); PROVIDED, HOWEVER, that the consent of the Borrower
shall not be required to any such assignment during the continuance of any Event
of Default, and (y) the amount of the Commitment of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $1,000,000 (or, if less, the entire remaining amount of such
Lender's Commitment), (ii) subject to paragraph (l) below, the parties to each
such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (iii) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire. Upon acceptance and
recording pursuant to paragraph (e) of this Section 9.04, from and after the
effective date specified in each Assignment and Acceptance, (A) the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement and (B) the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16,
2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).

      (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan Commitment and Revolving Credit Commitment, and the outstanding
balances of its Term Loans and Revolving Loans, in each case without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation


                                       83



or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto, or the financial condition of the Holdings,
the Borrower or any Subsidiary or the performance or observance by Holdings, the
Borrower or any Subsidiary of any of its obligations under this Agreement, any
other Loan Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the most recent financial statements referred to in Section 3.05(a) or delivered
pursuant to Section 5.04 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (v) such assignee will independently and without
reliance upon the Administrative Agent, the Collateral Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (vi) such assignee appoints
and authorizes the Administrative Agent and the Collateral Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Administrative Agent and the Collateral Agent,
respectively, by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.

      (d) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each Assignment and Acceptance delivered to it (and shall promptly provide the
Borrower with a copy thereof) and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
"REGISTER"). The entries in the Register shall be conclusive and the Borrower,
the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders
may treat each person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower, the Issuing Bank, the Collateral Agent and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

      (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
(including any tax documentation required therein) completed in respect of the
assignee (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) above, if any, and,
if required, the written consent of the Borrower, the Swingline Lender, the
Issuing Bank and the Administrative Agent to such assignment, the Administrative
Agent shall (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower, the Issuing Bank and the Swingline Lender. No
assignment shall be effective unless it has been recorded in the Register as
provided in this paragraph (e), and it shall be the sole responsibility of each
assignee to confirm such recordation.


                                       84



      (f) Each Lender may without the consent of the Borrower, the Swingline
Lender, the Issuing Bank or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); PROVIDED, HOWEVER, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with
respect to any particular participant, to no greater extent than the Lender that
sold the participation to such participant and solely to the extent that such
participant agrees to comply with the requirements of Section 2.20(f) as though
it were a Lender) and (iv) the Borrower, the Administrative Agent, the Issuing
Bank and the Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement,
and such Lender shall retain the sole right to enforce the obligations of the
Borrower relating to the Loans or L/C Disbursements and to approve any
amendment, modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers decreasing any fees payable hereunder or
the amount of principal of or the rate at which interest is payable on the
Loans, extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans, increasing or extending the Commitments or
releasing any Guarantor or all or any substantial part of the Collateral).

      (g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; PROVIDED that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information on
terms no less restrictive than those applicable to the Lenders pursuant to
Section 9.16.

      (h) Any Lender may at any time assign all or any portion of its rights
under this Agreement to secure extensions of credit to such Lender or in support
of obligations owed by such Lender; PROVIDED that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.

      (i) Notwithstanding anything to the contrary contained herein, any Lender
(a "GRANTING LENDER") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; PROVIDED that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii) if an
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment


                                       85



obligation under this Agreement (all liability for which shall remain with the
Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section
9.04, any SPC may (i) with notice to, but without the prior written consent of,
the Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC, subject to an
agreement to preserve the confidentiality of such non-public information.

      (j) Neither Holdings nor the Borrower shall assign or delegate any of its
rights or duties hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank and each Lender, and any attempted
assignment without such consent shall be null and void.

      (k) In the event that Standard & Poor's Ratings Service, Moody's Investors
Service, Inc., and Thompson's Bank Watch (or Insurance Watch Ratings Service, in
the case of Lenders that are insurance companies (or Best's Insurance Reports,
if such insurance company is not rated by Insurance Watch Ratings Service))
shall, after the date that any Lender becomes a Revolving Credit Lender,
downgrade the long-term certificate of deposit ratings of such Lender, and the
resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a
Lender that is an insurance company (or B, in the case of an insurance company
not rated by Insurance Watch Ratings Service)), then the Issuing Bank shall have
the right, but not the obligation, at its own expense, upon notice to such
Lender and the Administrative Agent, to replace (or to request the Borrower to
use its reasonable efforts to replace) such Lender with an assignee (in
accordance with and subject to the restrictions contained in paragraph (b)
above), and such Lender hereby agrees to transfer and assign without recourse
(in accordance with and subject to the restrictions contained in paragraph (b)
above) all its interests, rights and obligations in respect of its Revolving
Credit Commitment to such assignee; PROVIDED, HOWEVER, that (i) no such
assignment shall conflict with any law, rule and regulation or order of any
Governmental Authority and (ii) the Issuing Bank or such assignee, as the case
may be, shall pay to such Lender in immediately available funds on the date of
such assignment the principal of and interest accrued to the date of payment on
the Loans made by such Lender hereunder and all other amounts accrued for such
Lender's account or owed to it hereunder.

      (l) Notwithstanding the foregoing, the processing and recordation fee
payable to the Administrative Agent pursuant to paragraph (b) above shall be
waived in connection with any assignment made to either (i) a person that is not
a bank, an investment bank or an Affiliate of a bank or an investment bank or
(ii) a bank, an investment bank or an Affiliate of a bank or an investment bank
(a "FINANCIAL INSTITUTION") which has, to the satisfaction of the Administrative
Agent, announced and adopted a general policy that (x) is in effect on the date
of the proposed


                                       86



assignment, (y) is binding on such Financial Institution, and (z) provides that
such Financial Institution has agreed to waive its rights to receive all similar
processing, recordation or assignment fees which would be payable as a result of
an assignment by any person of any commitments, loans or other extensions of
credit under a syndicated leveraged credit facility.

      SECTION 9.05. EXPENSES; INDEMNITY. (a) The Borrower and Holdings agree,
jointly and severally, to pay all reasonable out-of-pocket expenses incurred by
the Administrative Agent, the Collateral Agent, the Issuing Bank and the
Swingline Lender in connection with the syndication of the credit facilities
provided for herein and the preparation and administration of this Agreement and
the other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
hereby or thereby contemplated shall be consummated) or incurred by the
Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or Letters of
Credit issued hereunder, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent
and the Collateral Agent, and, in connection with any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel
for the Administrative Agent, the Collateral Agent or any Lender.

      (b) The Borrower and Holdings agree, jointly and severally, to indemnify
the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank
and each Related Party of any of the foregoing persons (each such person being
called an "INDEMNITEE") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses (other than
Excluded Taxes), including reasonable counsel fees, charges and disbursements,
incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions
contemplated thereby, (ii) the use of the proceeds of the Loans or issuance of
Letters of Credit, (iii) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee is a party
thereto, or (iv) any actual or alleged presence or Release of Hazardous
Materials on any property owned or operated by the Borrower or any of the
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or the Subsidiaries; PROVIDED that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

      (c) To the extent that Holdings and the Borrower fail to pay any amount
required to be paid by them to the Administrative Agent, the Collateral Agent,
the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be,
such Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
PROVIDED that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Collateral Agent,


                                       87



the Issuing Bank or the Swingline Lender in its capacity as such. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and
unused Commitments at the time.

      (d) To the extent permitted by applicable law, neither Holdings nor the
Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use
of the proceeds thereof.

      (e) The provisions of this Section 9.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the expiration of the Commitments, the expiration of any Letter of
Credit, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent, any Lender or the Issuing
Bank. All amounts due under this Section 9.05 shall be payable on written demand
therefor.

      SECTION 9.06. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, except to the extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower or Holdings against any of and all the
obligations of the Borrower or Holdings now or hereafter existing under this
Agreement and other Loan Documents (to the extent such obligations of Holdings
or the Borrower are then due and payable (by acceleration or otherwise)) held by
such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or such other Loan Document and although such
obligations may be unmatured. The rights of each Lender under this Section 9.06
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

      SECTION 9.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE
DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE
(THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS,
THE LAWS OF THE STATE OF NEW YORK.

      SECTION 9.08. WAIVERS; AMENDMENT. (a) No failure or delay of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in
exercising any power or right


                                       88



hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
any other Loan Document or consent to any departure by the Borrower or any other
Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on the Borrower or Holdings in any case shall entitle the
Borrower or Holdings to any other or further notice or demand in similar or
other circumstances.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Borrower, Holdings and the Required Lenders; PROVIDED, HOWEVER, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan or any date for reimbursement of an L/C Disbursement,
or waive or excuse any such payment or any part thereof, or decrease the rate of
interest on any Loan or L/C Disbursement, without the prior written consent of
each Lender affected thereby, (ii) increase or extend the Commitment or decrease
or extend the date for payment of any Fees of any Lender without the prior
written consent of such Lender, (iii) amend or modify the pro rata requirements
of Section 2.17, the provisions of Section 9.04(j) or the provisions of this
Section, or release any Guarantor or all or substantially all of the Collateral,
without the prior written consent of each Lender, (iv) change the provisions of
any Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of one Class differently from
the rights of Lenders holding Loans of any other Class without the prior written
consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of each adversely affected Class, (v) change the rights of
Lenders holding Tranche B Term Loans to reject prepayments under Section 2.13(h)
without the prior written consent of the Lenders holding a majority of the
aggregate outstanding principal amount of the Tranche B Term Loans, (vi) modify
the protections afforded to an SPC pursuant to the provisions of Section 9.04(i)
without the written consent of such SPC or (vii) reduce the percentage contained
in the definition of the term "Required Lenders" without the consent of each
Lender affected thereby (it being understood that with the consent of the
Required Lenders, additional extensions of credit pursuant to this Agreement may
be included in the determination of the Required Lenders on substantially the
same basis as the Term Loan Commitments and Revolving Credit Commitments are
included on the date hereof); PROVIDED FURTHER that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder
or under any other Loan Document without the prior written consent of the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline
Lender, as the case may be.

      SECTION 9.09. INTEREST RATE LIMITATION. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
amounts which are treated as interest on such Loan or participation in such L/C
Disbursement under applicable law (collectively the


                                       89



"CHARGES"), shall exceed the maximum lawful rate (the "MAXIMUM RATE") which may
be contracted for, charged, taken, received or reserved by the Lender holding
such Loan or participation in accordance with applicable law, the rate of
interest payable in respect of such Loan or participation hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan or participation but were not payable as a
result of the operation of this Section 9.09 shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or participations
or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such
Lender.

      SECTION 9.10. ENTIRE AGREEMENT. This Agreement, the Fee Letter dated
February 23, 2001, as amended, between Merger Sub and the Administrative Agent,
and the other Loan Documents constitute the entire contract between the parties
relative to the subject matter hereof. Any other previous agreement among the
parties with respect to the subject matter hereof is superseded by this
Agreement and the other Loan Documents. Nothing in this Agreement or in the
other Loan Documents, expressed or implied, is intended to confer upon any
person (other than the parties hereto and thereto, their respective successors
and assigns permitted hereunder (including any Affiliate of the Issuing Bank
that issues any Letter of Credit) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Collateral
Agent, the Issuing Bank and the Lenders) any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.

      SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

      SECTION 9.12. SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement or in any other Loan Document should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein 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 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.


                                       90



      SECTION 9.13. COUNTERPARTS. This Agreement 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, and shall become effective as provided in Section 9.03.
Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

      SECTION 9.14. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

      SECTION 9.15. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each of
Holdings and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Collateral Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Borrower, Holdings or their
respective properties in the courts of any jurisdiction.

      (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

      (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

      SECTION 9.16. CONFIDENTIALITY. Each of the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' officers, directors, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested or required by any
regulatory authority or quasi-regulatory authority (such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,


                                       91



(d) in connection with the exercise of any remedies hereunder or under the other
Loan Documents or any suit, action or proceeding relating to the enforcement of
its rights hereunder or thereunder, (e) subject to an agreement containing
provisions substantially the same as those of this Section 9.16, to (i) any
actual or prospective assignee of or participant in any of its rights or
obligations under this Agreement and the other Loan Documents or (ii) any actual
or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower or any Subsidiary or any of their
respective obligations, (f) with the consent of the Borrower, (g) to any
nationally recognized rating agency that requires access to information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender or (h) to the extent such Information becomes publicly available
other than as a result of a breach of this Section 9.16. For the purposes of
this Section, "INFORMATION" shall mean all information received from the
Borrower or Holdings and related to the Borrower or Holdings or their business,
other than any such information that was available to the Administrative Agent,
the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to its disclosure by the Borrower or Holdings. Any person required to
maintain the confidentiality of Information as provided in this Section 9.16
shall be considered to have complied with its obligation to do so if such person
has exercised the same degree of care to maintain the confidentiality of such
Information as such person would accord its own confidential information.



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

                                    CB RICHARD ELLIS SERVICES, INC.,


                                          by:   /s/ Walter V. Stafford
                                             ------------------------------
                                                Name:  Walter V. Stafford
                                                Title: Senior Vice President


                                    CBRE HOLDING, INC.,

                                          by:   /s/ Walter V. Stafford
                                             ------------------------------
                                                Name:  Walter V. Stafford
                                                Title: Secretary


                                       92



                                    CREDIT SUISSE FIRST BOSTON, individually
                                    and as Administrative Agent, Collateral
                                    Agent, Swingline Lender and Issuing Bank,


                                          by:   /s/ Mark E. Gleason
                                             ------------------------------
                                                Name:  Mark E. Gleason
                                                Title: Director


                                          by:   /s/ Julia Kingsbury
                                             ------------------------------
                                                Name:  Julia Kingsbury
                                                Title: Vice President

EX-22

                                                              Exhibit 22

     AMENDMENT, dated as of July 19, 2001 (this "Amendment"), to the
Amended and Restated Contribution and Voting Agreement, dated as of
May 31, 2001 (the "Agreement"), among the parties listed on the
signature pages hereto.  Capitalized terms defined in the Agreement
when used in this Amendment shall have the same meanings set forth in
the Agreement.

          1.  Each of the parties hereto agrees that anything in the
Agreement to the contrary notwithstanding, the amount of the BLUM Cash
Contribution will be reduced by the gross cash proceeds (not to exceed
$10 million) received by Holding from the purchase by California Public
Employees' Retirement System of Holding Class A Common Stock on the date
of the Contribution Closing pursuant to a Subscription Agreement in the
form of Annex I hereto (and there will be a corresponding reduction in
the number of shares of Holding Class B common stock issued to BLUM).

          2.  Each of the parties hereto agrees that (i) the number of
shares contributed by The Koll Holding Company will be reduced to 656,052
shares, a reduction of 78,238 shares and (ii) the BLUM Cash Contribution
will be increased by $1,251,808 (and there shall be a corresponding
increase in the number of shares of Holding Class B Common Stock issued
to BLUM).

          3.  Each of the parties hereto agrees that the number of shares
contributed by Raymond E. Wirta will be reduced to 30,000 shares, and
that Mr. Wirta will contribute to Holding $80,000 in cash at the
Contribution Closing so that the total number of shares of Holding
Class B Common Stock issued to Mr. Wirta under the Contribution and
Voting Agreement will remain at 35,000 shares.

          4.  Each of the parties hereto agrees that (i) the number of
shares contributed by W. Brett White will be reduced to 57,500 shares;
and (ii) the BLUM Cash Contribution will be increased by $17,200 (and
there shall be a corresponding increase in the number of shares of
Holding Class B Common Stock issued to BLUM).

          5.  Each of the parties hereto agrees that a portion of the
BLUM Stock Contribution may be made by Blum Strategic Partners II, L.P.

          6.  Each of the parties hereto agrees that the Securityholders
Agreement will be in the form of Annex II hereto.

          7.  This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable
to contracts executed and to be performed entirely within that state.

                                   -1-



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                   CBRE HOLDING, INC.


                                   By:   /s/ Claus Moller
                                       ---------------------------------
                                       Name:  Claus J. Moller
                                       Title:  President

                                   BLUM CB CORP.

                                   By:   /s/ Claus Moller
                                       ---------------------------------
                                       Name:  Claus J. Moller
                                       Title:  President

                                   RCBA STRATEGIC PARTNERS, L.P.
                                   By:  RCBA GP, L.L.C.,
                                        its general partner

                                   By:  /s/ Claus Moller
                                       ---------------------------------
                                       Name:  Claus J. Moller
                                       Title:  Member

                                   FS EQUITY PARTNERS III, L.P.

                                   By:  FS Capital Partners, L.P.,
                                        its general partner

                                   By:  FS Holdings, Inc.,
                                        its general partner

                                   By:   James F. Simmons
                                       --------------------------------
                                       Name:  James F. Simmons
                                       Title:  Chief Financial Officer


                                   -2-



                                   FS EQUITY PARTNERS INTERNATIONAL, L.P.

                                   By:  FS&Co. International, L.P.,
                                        its general partner

                                   By:  FS International Holdings Limited,
                                        its general partner

                                   By:  James F. Simmons
                                       --------------------------
                                       Name: James F. Simmons
                                       Title: Vice President

                                   THE KOLL HOLDING COMPANY

                                        /s/ Donald Koll
                                       --------------------------
                                   By:  Donald Koll


                                        /s/ Frederic V. Malek
                                       --------------------------
                                       Frederic V. Malek


                                        /s/ Raymond E. Wirta
                                       --------------------------
                                       Raymond E. Wirta


                                       /s/ W. Brett White
                                       --------------------------
                                       W. Brett White


                                        /s/ Donald M. Koll
                                       --------------------------
                                       Donald M. Koll


                                   -3-

EX-23

                                                              Exhibit 23


PRESS RELEASE                                 CB Richard Ellis

                                              CB Richard Elli s, Inc.
                                              North American
                                              Headquarters
                                              200 North Sepulveda
                                              Suite 300
                                              El Segundo, CA  90245
                                              T 310 563 8600
                                              F 210 563 8670
                                              www.cbre.com


FOR IMMEDIATE RELEASE -- 20 July 2001

For further information
regarding                                            For further information
CB Richard Ellis Services:                           regarding BLUM Capital
Joseph L. Fitzpatrick                                Partners: Owen Blicksilver
CB Richard Ellis          Walt Stafford CB Richard   Citigate Sard Verbinnen
213-683-4317              Ellis 415-733-5502         212-687-8080 ext. 221



CB RICHARD ELLIS COMPLETES $800 MILLION GOING-PRIVATE
TRANSACTION

CB Richard Ellis Services, Inc. (NYSE: CBG) announced that on
July 20, 2001, it completed its merger with BLUM CB Corp., which
is controlled by BLUM Capital Partners.  The transaction is
valued at approximately $800 million.

Under the terms of the merger agreement, each share of CB Richard
Ellis Services common stock, other than those held by members of
the buying group, has been converted into the right to receive
$16.00.  In addition to BLUM Capital, the buying group includes
key members of CB Richard Ellis management, Freeman Spogli & Co.
and certain directors of CB Richard Ellis.  As a result of the
merger, CB Richard Ellis shares will no longer be listed on the
New York Stock Exchange.

"We are pleased that the vision for and commitment to this effort
has been affirmed by our shareholders," said Ray Wirta, Chief
Executive Officer, CB Richard Ellis.  "In light of the complexity
of such a transaction, in the face of a volatile economic market,
we would like to thank our employees for their faith and support
at the same time we acknowledge the commitment and contribution
of BLUM Capital Partners."

The company will continue its operations as CB Richard Ellis
throughout its worldwide service network.

CB Richard Ellis also announced today the successful completion
of the tender offer and consent solicitation for all of the
outstanding principal amount of its 8 7/8% Senior Subordinated
Notes due 2006 (the "Notes").  As of the Expiration Date, which
is today, 100% of the outstanding principal amount of the Notes
had been validly tendered.  Upon the terms set forth in the Offer
to Purchase and Consent Solicitation Statement dated May 25,2001,
the Company purchased all the Notes today, which is the Payment
Date under the terms of the offer.

                               ###




ABOUT CB RICHARD ELLIS

CB Richard Ellis is the world's leading real estate services
company.  Headquartered in Los Angeles with 10,000 employees
worldwide, the company serves real estate owners, investors and
occupiers through nearly 250 offices in 44 countries.  Services
include property sales and leasing, property management,
corporate services, facilities management, commercial mortgage
services, investment management, appraisal/valuation, research
and consulting.  CB Richard Ellis had 2000 revenues of $1.3
billion.  For more information about CB Richard Ellis, visit the
company's website at www.cbre.com.

ABOUT BLUM CAPITAL PARTNERS

Blum Capital is a leading private equity and strategic block
investment firm with approximately $4 billion of equity capital
under management, including affiliates.  Blum Capital was founded
25 years ago and has invested in a wide variety of businesses in
partnership with management teams to create long-term value.

EX-24

                                                              Exhibit 24


                           SECURITYHOLDERS' AGREEMENT



                                      among



                         RCBA STRATEGIC PARTNERS, L.P.,

                        BLUM STRATEGIC PARTNERS II, L.P.

                          FS EQUITY PARTNERS III, L.P.,

                     FS EQUITY PARTNERS INTERNATIONAL, L.P.,

                            THE KOLL HOLDING COMPANY,

                 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM,

                               FREDERIC V. MALEK,

                          DLJ INVESTMENT FUNDING, INC.,

                     CREDIT SUISSE FIRST BOSTON CORPORATION,

                            THE MANAGEMENT INVESTORS,

                        CB RICHARD ELLIS SERVICES, INC.,

                                       and

                               CBRE HOLDING, INC.



                            Dated as of July 20, 2001





                                TABLE OF CONTENTS
                                                                           PAGE


I       INTRODUCTORY MATTERS...................................................1
        1.1.   Defined Terms...................................................1

II      TRANSFERS.............................................................10
        2.1.   Limitations on Transfer........................................10
        2.2.   Right of First Offer...........................................12
        2.3.   Certain Permitted Transfers....................................13
        2.4.   Tag-Along Rights...............................................14
        2.5.   Drag-Along Rights..............................................15
        2.6.   Participation Right............................................16

III     REGISTRATION RIGHTS...................................................17
        3.1.   Demand Registration............................................17
        3.2.   Piggyback Registrations........................................19
        3.3.   Expenses of Registration.......................................20
        3.4.   Effective Registration Statement...............................21
        3.5.   Selection of Counsel...........................................21
        3.6.   Obligations of the Company.....................................21
        3.7.   Termination of Registration Rights.............................24
        3.8.   Delay of Registration; Furnishing Information..................25
        3.9.   Indemnification................................................25
        3.10.  Assignment of Registration Rights..............................27
        3.11.  Amendment of Registration Rights...............................27
        3.12.  Limitation on Subsequent Registration Rights...................28
        3.13.  "Market Stand-Off" Agreement; Agreement to Furnish Information.28
        3.14.  Rule 144 Reporting.............................................29

IV      GOVERNANCE............................................................29
        4.1.   The Board Prior to an Initial Public Offering..................29
        4.2.   The Board Subsequent to an Initial Public Offering.............32
        4.3.   Observers......................................................32
        4.4.   Advisors.......................................................33
        4.5.   Voting.........................................................34
        4.6.   General Consent Rights.........................................35
        4.7.   Consent Rights of FS Director..................................35
        4.8.   Board of Directors of CBRE.....................................37

V       OTHER AGREEMENTS......................................................37
        5.1.   Financial Information..........................................37
        5.2.   Inspection Rights..............................................37
        5.3.   Confidentiality of Records.....................................37
        5.4.   Indemnification................................................38


                                       -i-



                                      TABLE OF CONTENTS
                                         (CONTINUED)
                                                                            PAGE

VI      MISCELLANEOUS.........................................................40
        6.1.   Additional Securities Subject to Agreement.....................40
        6.2.   Term...........................................................40
        6.3.   Notices........................................................41
        6.4.   Further Assurances.............................................43
        6.5.   Non-Assignability..............................................43
        6.6.   Amendment; Waiver..............................................44
        6.7.   Third Parties..................................................45
        6.8.   Governing Law..................................................45
        6.9.   Specific Performance...........................................45
        6.10.  Entire Agreement...............................................45
        6.11.  Titles and Headings............................................45
        6.12.  Severability...................................................45
        6.13.  Counterparts...................................................46
        6.14.  Ownership of Shares............................................46
        6.15.  BLUM Affiliates................................................46


                                       -ii-

          SECURITYHOLDERS' AGREEMENT, dated as of July 20, 2001 (this
"Agreement"), among (i) CB Richard Ellis Services, a Delaware corporation
("CBRE") and CBRE Holding, Inc. (the "Company"), (ii) RCBA Strategic Partners,
L.P., a Delaware limited partnership (together with its successors, "BLUM"),
(iii) Blum Strategic Partners II, L.P., a Delaware limited partnership and
Affiliate (as defined below) of BLUM (together with its successors, "Blum
Strategic" and collectively with BLUM, the "BLUM Funds"), (iv) FS Equity
Partners III, L.P., a Delaware limited partnership ("FSEP"), and FS Equity
Partners International, L.P., a Delaware limited partnership ("FSEP
International," and together with FSEP and their respective successors, the "FS
Entities"), (v) DLJ Investment Funding, Inc. ("DLJ") and Credit Suisse First
Boston Corporation ("CSFB" and together with DLJ, the "Note Investors"), (vi)
California Public Employees' Retirement System (together with its successors,
"CalPERS"), (vii) The Koll Holding Company, a California corporation (together
with its successors, "Koll"), Frederic V. Malek ("MALEK", and together with
CalPERS and Koll, the "Other Non-management Investors"), and (viii) the
individuals identified on the signature pages hereto as "Management Investors"
(together, the "Management Investors"; collectively with the FS Entities, the
Note Investors and the Other Non-Management Investors, the "Non-BLUM
Investors").

                                    RECITALS:

          A. CBRE, the Company and BLUM CB Corp., a Delaware Corporation
("Newco"), are parties to an Amended and Restated Agreement and Plan of Merger,
dated as of May 31, 2001 (the "Merger Agreement"), pursuant to which, among
other things, Newco merged with and into CBRE on the date hereof (the "Merger")
and CBRE became a wholly-owned subsidiary of the Company;

          B. As a result of the Merger, on the date hereof, BLUM is the largest
holder of the outstanding shares of Common Stock (as defined below) and the
Non-BLUM Investors also hold outstanding shares of the Common Stock; and

          C. The parties hereto wish to provide for certain matters relating to
their respective holdings of the Common Stock.

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

I    INTRODUCTORY MATTERS

     1.1. DEFINED TERMS.
          -------------

          The following terms have the following meanings when used herein with
initial capital letters:

               "Advisory Services" has the meaning set forth in Section 4.4.

               "Affiliate" means, with respect to any Person, any Person that
          directly or indirectly controls, is controlled by or is under common
          control with, such Person. As used in this definition of "Affiliate"
          and the definition of "Subsidiary," "control" (including, with
          correlative meanings, "CONTROLLED BY" and "UNDER COMMON CONTROL WITH")






          shall mean the possession, directly or indirectly, of the power to
          direct or cause the direction of management or policies, whether
          through the ownership of securities or partnership or other ownership
          interests, by contract or otherwise. Notwithstanding anything to the
          contrary stated herein, the Company shall not be considered an
          Affiliate of any Securityholder.

               "Agreement" means this Agreement, as the same may be amended,
          supplemented or otherwise modified from time to time in accordance
          with the terms hereof.

               "Anti-dilution Agreement" means the Anti-Dilution Agreement,
          dated as of July 20, 2001, among the Company and the Note Investors,
          as amended, supplemented or otherwise modified from time to time.

               "Approved Sale" has the meaning set forth in Section 2.5(c).

               "Assumption Agreement" means an agreement in the form attached
          hereto as EXHIBIT A whereby a transferee of Restricted Securities
          becomes a party to, and agrees to be bound by, the terms of this
          Agreement in the manner set forth in Section 6.5 hereto.

               "BLUM" has the meaning set forth in the Preamble.

               "BLUM Directors" has the meaning set forth in Section 4.1(c)(i).

               "BLUM Funds" has the meaning set forth in the Preamble.

               "BLUM Holder" means (i) BLUM, (ii) Blum Strategic and (iii) any
          Person to whom BLUM or Blum Strategic Transfers Registrable Securities
          (but only to the extent of the Registrable Securities acquired from
          BLUM or Blum Strategic) and, in the case of clause (iii), which Person
          becomes bound by the provisions of this Agreement in the manner set
          forth in Section 6.5 hereto.

               "BLUM Sale" has the meaning set forth in Section 2.4(a).

               "Board" means the Board of Directors of the Company.

               "Bylaws" means the Bylaws of the Company as of the Closing, as
          the same may be amended from time to time.

               "Cause" has the meaning set forth in Section 4.1(j).

               "CBRE" has the meaning set forth in the Preamble.

               "Certificate of Incorporation" means the Certificate of
          Incorporation of the Company as of the Closing, as the same may be
          amended from time to time.

               "Claim Notice" has the meaning set forth in Section 5.4(b).

               "Class A Common Stock" means Class A common stock, par value $.01
          per share, of the Company.


                                       2



               "Class B Common Stock" means Class B common stock, par value $.01
          per share, of the Company.

               "Class B Securityholder" means any Securityholder that
          beneficially owns shares of Class B Common Stock.

               "Closing" means the Closing of the Merger.

               "Common Stock" means Class A Common Stock and Class B Common
          Stock, collectively.

               "Company" has the meaning set forth in the Preamble.

               "Consolidated EBITDA" means, for any period, the consolidated net
          income of the Company and its subsidiaries for such period as set
          forth in the consolidated financial statements of the Company, plus
          the following of the Company and its subsidiaries to the extent
          deducted in calculating such consolidated net income: (i) consolidated
          interest expense, (ii) consolidated income tax expense, (iii)
          consolidated depreciation expense and (iv) consolidated amortization
          expenses. (v) any non-recurring fees, expenses or charges related to
          any equity issuance, investment or acquisition or incurrence of
          Indebtedness, in an amount not exceeding $5,000,000 for all such
          non-recurring fees, expenses and charges, (vi) any non-recurring
          charges that are associated with the CBRE 2001 Cost Reduction Plan
          announced prior to the Closing and implemented within 90 days
          thereafter, in an aggregate amount not exceeding $4,000,000, and (vii)
          all other non-cash losses, expenses and charges of the Company and its
          consolidated subsidiaries (excluding (x) the write-down of current
          assets and (y) any such non-cash charge to the extent that it
          represents an accrual of or reserve for cash expenditures in any
          future period) and minus (b) without duplication (i) all cash payments
          made during such period on account of reserves, restructuring charges
          and other non-cash charges added to consolidated net income pursuant
          to clause (a)(vi) above in a previous period and (ii) to the extent
          included in determining such consolidated net income, any
          extraordinary gains for such period, all determined on a consolidated
          basis in accordance with GAAP. For purposes of calculating
          Consolidated EBITDA for any period that includes the fiscal quarters
          ended March 31, 2001, or June 30, 2001, pro forma effect shall be
          given to the CBRE 2001 Cost Reduction Plan (to the extent implemented
          but without duplication) as if such plan (to the extent implemented)
          had been implemented January 1, 2001.

               "Contribution Agreement" means that certain Amended and Restated
          Contribution and Voting Agreement, dated as May 31, 2001, among CBRE
          Holding, Inc., BLUM CB Corp., RCBA Strategic Partners, L.P., FS Equity
          Partners III, L.P., FS Equity Partners International, L.P., Wirta,
          White and the other investors who are signatories thereto.

               "DLJ Investors" means (i) DLJ, (ii) any Person to whom DLJ
          Transfers Registrable Securities (but only to the extent of the
          Registrable Securities acquired from DLJ) and, in the case of clause
          (ii), which Person becomes bound by the provisions of this Agreement
          in the manner set forth in Section 6.5 hereto.


                                       3



               "Drag-along Notice" has the meaning set forth in Section 2.5(b).

               "Dragging Party" has the meaning set forth in Section 2.5(a).

               "Equity Securities" means (i) any Common Stock or other equity
          security of the Company, (ii) any security convertible, with or
          without consideration, into Common Stock or any other equity security
          of the Company (including any option or other right to purchase or
          acquire such a convertible security) and (iii) any option, warrant or
          other right to purchase or acquire Common Stock or any other equity
          security of the Company.

               "Exchange Act" means the Securities Exchange Act of 1934, as
          amended, or any similar federal statute then in effect, and a
          reference to a particular section thereof shall be deemed to include a
          reference to the comparable section, if any, of any such similar
          federal statute.

               "Fair Market Value" means (i) with respect to cash consideration,
          the total amount of such cash consideration in United States dollars,
          (ii) with respect to non-cash consideration consisting of
          publicly-traded securities, the average daily closing sales price of
          such securities for the ten consecutive trading days preceding the
          date of Fair Market Value of such securities is required to be
          determined hereunder (with the closing price for each day being the
          last reported sales price regular way or, in case no such reported
          sale takes place on such day, the average of the reported closing bid
          and asked prices regular way, in either case on the principal national
          securities exchange on which such securities are listed and admitted
          to trading, or, if not listed and admitted to trading on any such
          exchange on the NASDAQ National Market System, or if not quoted on the
          NASDAQ National Market System, the average of the closing bid and
          asked prices in the over-the-counter market as furnished by any New
          York Stock Exchange member firm selected from time to time by the
          Company for that purpose) and (iii) with respect to non-cash
          consideration not consisting of publicly-traded securities, such
          amount as is determined to be the fair market value of the non-cash
          consideration as of the date such Fair Market Value is required to be
          determined hereunder as determined in good faith by the Board.

               For the purposes of Section 2.2(a), if the Transferring
          Securityholder or BLUM disputes in good faith the determination by the
          Board pursuant to the above clause (iii) of the Fair Market Value of
          the non-cash consideration to be paid for the Transfer Securities,
          then the Transferring Securityholder or BLUM, as applicable, may
          require that an investment bank selected by the Company and reasonably
          acceptable to the Transferring Securityholder and BLUM determine such
          Fair Market Value for the purposes of clause (iii).

               For the purposes of Section 4.7(a)(ii), if the FS Director
          believes in good faith that the Fair Market Value, determined pursuant
          to the above clause (iii), of the consideration to be received for the
          assets of the Company or its Subsidiaries to be sold under that
          Section exceeds $75 million, then the FS Director may require that
          such Fair Market Value be determined by an independent investment bank
          selected by the Company and reasonably acceptable to the FS Director.


                                       4



               The Company shall pay the fees and expenses of the investment
          bank in making any Fair Market Value determination; PROVIDED, HOWEVER
          that in the case of the second paragraph of this definition of "Fair
          Market Value", if the Transferring Securityholder does not have a good
          faith belief that the Fair Market Value of the non-cash consideration
          to be paid for the Transfer Securities, as determined pursuant to the
          above clause (iii), is greater than or equal to $5 million, then the
          fees and expenses of the investment bank in making any Fair Market
          Value determination at the request of such Transferring Securityholder
          under such circumstances shall be paid by such Transferring
          Securityholder.

               "FS Director" has the meaning set forth in Section 4.1(c)(ii).

               "FS Entities" has the meaning set forth in the Preamble.

               "FS Holder" means (i) each of the FS Entities and (ii) any Person
          to whom either of the FS Entities Transfers Registrable Securities or
          Restricted Securities (but only to the extent of the Registrable
          Securities or Restricted Securities acquired from such FS Entity) and,
          in the case of clause (ii), which Person becomes bound by the
          provisions of this Agreement as a FS Party in the manner set forth in
          Section 6.5 hereto.

               "FS Parties" means (i) each of the FS Entities and (ii) any
          Person to whom either of the FS Entities Transfers Restricted
          Securities and, in the case of clause (ii), which Person becomes bound
          by the provisions of this Agreement in the manner set forth in Section
          6.5 hereto.

               "FS Warrants" means (i) the warrants to acquire Common Stock
          acquired by the FS Entities pursuant to the Contribution Agreement and
          (ii) any shares of Common Stock received upon exercise of such
          warrants.

               "Holder" means any Person owning of record Registrable Securities
          who (i) is a party to this Agreement on the date hereof or (ii)
          subsequently agrees in writing to be bound by the provisions of this
          Agreement in accordance with the terms of Section 6.5 of this
          Agreement.

               "Indebtedness" means any indebtedness for borrowed money.

               "Indemnified Party" has the meaning set forth in Section 5.4(b).

               "Initiating Holder" means, with respect to any registration
          effected pursuant to Section 3.1, (i) the BLUM Holders in the event
          that the Holder or Holders from whom a notice is received pursuant to
          Section 3.1(a) that initiates such registration is a BLUM Holder, (ii)
          the FS Holders in the event that the Holder or Holders from whom a
          notice is received pursuant to Section 3.1(a) that initiates such
          registration is a FS Holder, and (iii) the Note Investor Holders in
          the event that the Holder or Holders from whom a notice is received
          pursuant to Section 3.1(a) that initiates such registration is a Note
          Investor Holder.


                                       5



               "IPO" or "Initial Public Offering" means the completion of an
          underwritten Public Offering of Common Stock pursuant to which the
          Company becomes listed on a national securities exchange or on the
          NASDAQ Stock Market.

               "Issuance" has the meaning set forth in Section 2.6(a).

               "Legend" has the meaning set forth in Section 2.1(d).

               "Losses" has the meaning set forth in Section 3.9(d).

               "Losses and Expenses" has the meaning set forth in Section
          5.4(a).

               "Management Investors" has the meaning set forth in the Preamble.

               "Management Parties" means (i) each of the Management Investors
          and (ii) any Person to whom any of the Management Investors Transfers
          Restricted Securities and, in the case of clause (ii), which Person
          becomes bound by the provisions of this Agreement in the manner set
          forth in Section 6.5 hereto.

               "Material Securityholder" means BLUM, Blum Strategic, each of the
          FS Entities, each of the Note Investor Parties that holds at least 1%
          of the total outstanding Common Stock as of such date, DLJ so long as
          it and its affiliates, in the aggregate, hold at least 1% of the total
          outstanding Common Stock as of such date, Malek, Koll, CalPERS and any
          Securityholder who (as determined on a particular date) beneficially
          owns, together with its Affiliates, greater than 10% of the total
          outstanding Common Stock as of such date.

               "Merger" has the meaning set forth in the Recitals.

               "Merger Agreement" has the meaning set forth in the Recitals.

               "Newco" has the meaning set forth in the Recitals.

               "Non-BLUM Investors" has the meaning set forth in the Preamble.

               "Non-BLUM Parties" means the FS Parties, the Note Investor
          Parties, the Other Non-Management Parties and the Management Parties,
          collectively.

               "Notes" means the Company's 16.0% Senior Notes due July 20, 2011.

               "Note Investor Holder" means (i) any Note Investors and (ii) any
          Person to whom any Note Investor Transfers Registrable Securities (but
          only to the extent of the Registrable Securities acquired from a Note
          Investor) and, in the case of clause (ii), which Person becomes bound
          by the provisions of this Agreement as an Investor Party in the manner
          set forth in Section 6.5 hereto.

               "Note Investor Parties" means (i) any Note Investor and (ii) any
          Person to whom a Note Investor Transfers Restricted Securities and, in
          the case of clause (ii), which


                                       6



          Person becomes bound by the provisions of this Agreement in the manner
          set forth in Section 6.5 hereto.

               "Notice Period" has the meaning set forth in Section 5.4(b).

               "Observer" has the meaning set forth in Section 4.3(a).

               "Offer Price" has the meaning set forth in Section 2.2(a).

               "Offer Notice" has the meaning set forth in Section 2.2(a).

               "Other Holder" means any Holder other than a BLUM Holder, a FS
          Holder or a Note Investor Holder.

               "Other Non-management Investors" has the meaning set forth in the
          Preamble.

               "Other Non-management Parties" means (i) each of the Other
          Non-Management Investors and (ii) any Person to whom either of the
          Other Non-Management Investors Transfers Restricted Securities and, in
          the case of clause (ii), which Person becomes bound by the provisions
          of this Agreement in the manner set forth in Section 6.5 hereto.

               "Ownership" means, with respect to any Person, all matters
          related to such Person's and such Person's Affiliates' (i) beneficial
          ownership of Restricted Securities, (ii) due authorization of a
          Transfer of such Restricted Securities, (iii) power to Transfer such
          Restricted Securities, and (iv) non-violation of agreements, laws,
          etc. relating to such Transfer of such Restricted Securities.

               "Permitted Third Party Transfer Date" means the three year
          anniversary of the date hereof.

               "Permitted Transferees" means any Person to whom Restricted
          Securities are Transferred by a Non-BLUM Party in a Transfer in
          accordance with Section 2.3 and not in violation of this Agreement and
          who is required to, and does, enter into an Assumption Agreement, and
          includes any Person to whom a Permitted Transferee of a Non-BLUM Party
          (or a Permitted Transferee of a Permitted Transferee) so further
          Transfers Restricted Securities and who is required to, and does,
          execute and deliver to the Company and BLUM an Assumption Agreement.

               "Person" means any individual, corporation, limited liability
          company, partnership, trust, joint stock company, business trust,
          unincorporated association, joint venture, governmental authority or
          other legal entity of any nature whatsoever.

               "Proposed Transferee" has the meaning set forth in Section
          2.4(a).

               "Public Offering" means the sale of shares of any class of the
          Common Stock to the public pursuant to an effective registration
          statement (other than a registration statement on Form S-4 or S-8 or
          any similar or successor form) filed under the Securities Act in
          connection with an underwritten offering.


                                       7



               "Purchase Agreement" means that certain Purchase Agreement, dated
          as of the date hereof, between the Company and Credit Suisse First
          Boston Corporation, pursuant to which, among other things, the Company
          issued and sold to Credit Suisse First Boston Corporation, and Credit
          Suisse First Boston Corporation, purchased from the Company, the
          Notes.

               "Purchase Price" means the Fair Market Value of the consideration
          paid by the Company or any of its Subsidiaries.

               "Qualified Purchaser" means any Person to whom any Transferring
          Securityholder wishes to sell Restricted Securities pursuant to
          Section 2.2; PROVIDED that such Person (i) shall be acceptable to BLUM
          (such acceptance to be evidence in writing and to not be unreasonably
          withheld; it is understood that, if the proposed Qualified Purchaser
          is a nationally-recognized private equity sponsor or institutional
          equity investor, such consent will not be withheld unless BLUM's
          decision to withhold consent results from BLUM's or any of its
          Affiliate's direct experience with such proposed Qualified Purchaser
          in connection with another actual or proposed transaction) and (ii)
          execute and deliver to the Company and BLUM an Assumption Agreement.

               "Registrable Securities" means any shares of Common Stock held by
          the Securityholders, including as a result of the exercise of options
          or warrants to acquire Common Stock. For purposes of this Agreement,
          any Registrable Securities held by any Person will cease to be
          Registrable Securities when (A) a registration statement covering such
          Registrable Securities has been declared effective and such
          Registrable Securities have been disposed of pursuant to such
          effective registration statement, (B) the registration rights of the
          holder of such Registrable Securities have terminated pursuant to
          Section 3.7 hereto, or (C) such Registrable Securities cease to be
          outstanding.

               "Registration Expenses" means all expenses incident to
          performance of or compliance with Sections 3.1 and 3.2 hereof,
          including, without limitation, all registration and filing fees,
          printing, messenger and delivery expenses, fees and expenses of
          listing the Registrable Securities on any securities exchange, rating
          agency fees, fees and disbursements of counsel for the Company and of
          its independent public accountants, reasonable fees and disbursements
          of a single special counsel for the Holders selected in accordance
          with Section 3.5, blue sky fees and expenses and the expense of any
          special audits incident to or required by any such registration
          (including "cold comfort" letters), fees and disbursements of
          underwriters customarily paid by the issuers or sellers of securities
          (including liability insurance but excluding Selling Expenses), and
          other reasonable out-of-pocket expenses of Holders (but excluding the
          compensation of regular employees of the Company which shall be paid
          in any event by the Company).

               "Related Party" has the meaning set forth in Section 5.3.

               "Relevant Period" has the meaning set forth in Section
          3.1(c)(iv).


                                       8



               "Restricted Period" means the period beginning on the date hereof
          and ending on the earlier of (i) the ten year anniversary of the date
          hereof and (ii) the date of the Initial Public Offering.

               "Restricted Securities" has the meaning set forth in Section
          2.1(a).

               "Right" has the meaning set forth in Section 2.6(a).

               "Rule 144" means Rule 144 of the Securities Act.

               "SEC" or "Commission" means the Securities and Exchange
          Commission.

               "Securities Act" means the Securities Act of 1933, as amended,
          and the rules and regulations promulgated thereunder, as the same may
          be amended from time to time.

               "Securityholder" means each of the holders of Common Stock or the
          FS Warrants who are parties to this Agreement or an Assumption
          Agreement.

               "Selling Expenses" means all underwriting discounts and selling
          commissions and transfer taxes applicable to the sale.

               "Subsidiary" means, with respect to any Person, any other Person
          (i) of which (or in which) such first Person beneficially owns,
          directly or indirectly, 50% or more of the outstanding capital stock
          or other equity interests having ordinary voting power to elect the
          Board of Directors or any equivalent body of such other Person or (ii)
          of which such first Person or its Subsidiary is a general partner,
          managing member or an equivalent.

               "Tagging Securityholder" has the meaning set forth in Section
          2.4(a).

               "Third Party" has the meaning set forth in Section 2.4(a).

               "Transfer" means a transfer, sale, assignment, pledge,
          hypothecation or other disposition (including, without limitation, by
          operation of law), whether directly or indirectly pursuant to the
          creation of a derivative security, the grant of an option or other
          right; provided, however, that a Transfer shall not include a pledge
          by a Securityholder that is a fund that invests in bank loans to its
          trustee.

               "Transfer Offer" means the offer to sell the Transfer Securities
          owned by the Transferring Securityholder to BLUM or one or more of its
          assignees in accordance with Section 2.2(a).

               "Transfer Period" has the meaning set forth in Section 2.2(c).

               "Transfer Securities" has the meaning set forth in Section
          2.2(a).

               "Transferring Securityholder" has the meaning set forth in
          Section 2.2(a).

               "Twelve-month Normalized EBITDA" means, as of any date, the
          Consolidated EBITDA for the 12-month period ending on the last day of
          the most recent quarter for


                                       9



          which consolidated financial statements of the Company have been
          filed with the SEC (or, if the Company is not then filing such
          statements with the SEC, the most recent quarter for which such
          statements are available); provided, however that such determination
          of Consolidated EBITDA shall be adjusted for such period to (i)
          include the pro forma effects for the entire period of any
          acquisitions or dispositions by the Company since the beginning of
          such period and (ii) disregard any extraordinary or similar one-time
          charges or revenues of the Company.

               "VIOLATION" has the meaning set forth in Section 3.9(a).

               "WHITE" means W. Brett White.

               "WIRTA" means Raymond E. Wirta.

     1.2.    CONSTRUCTION.
             ------------

             The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any party. Unless the context
otherwise requires: (a) "or" is disjunctive but not exclusive, (b) words in the
singular include the plural, and in the plural include the singular, and (c) the
words "hereof," "herein," and "hereunder" and words of similar import when used
in this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section references are to this Agreement unless
otherwise specified.

II   TRANSFERS

     2.1.    LIMITATIONS ON TRANSFER.
             -----------------------

            (a) Each Securityholder hereby agrees that it will not, directly or
indirectly, Transfer any shares of Common Stock or FS Warrants (collectively,
the "Restricted Securities") unless such Transfer complies with the provisions
hereof and (i) such Transfer is pursuant to an effective registration statement
under the Securities Act and has been registered under all applicable state
securities or "blue sky" laws or (ii) (A) such Securityholder shall have
furnished the Company with a written opinion of counsel in form and substance
reasonably satisfactory to the Company to the effect that no such registration
is required because of the availability of an exemption from registration under
the Securities Act and (B) the Company shall be reasonably satisfied that no
such registration is required because of the availability of exemptions from
registration under all applicable state securities or "blue sky" laws.

            (b) During the Restricted Period,

                (i) each of the Non-BLUM Parties may not Transfer any Restricted
     Securities other than (x) pursuant to Sections 2.3, 2.4 or 2.5, and (y)
     with respect to the FS Parties, the Note Investor Parties and the Other
     Non-Management Parties only, Transfers after the Permitted Third Party
     Transfer Date to Persons other than a Permitted Transferee of the
     Securityholder making the Transfer (subject to prior compliance in full
     with Section 2.2 and such Persons executing and delivering Assumption
     Agreements to the Company); and


                                       10



                (ii) BLUM and its Affiliates will not Transfer any Restricted
     Securities in a transaction subject to Section 2.4 unless Section 2.4 is
     complied with in full prior to such Transfer.

            (c) In the event of any purported Transfer by any of the
Securityholders of any Restricted Securities in violation of the provisions of
this Agreement, such purported Transfer will be void and of no effect and the
Company will not give effect to such Transfer.

            (d) Each certificate representing Restricted Securities issued to
the Securityholders will bear a legend on the face thereof substantially to the
following effect (with such additions thereto or changes therein as the Company
may be advised by counsel are required by law or necessary to give full effect
to this Agreement, the "Legend"):

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
     SECURITYHOLDERS' AGREEMENT AMONG CBRE HOLDING, INC., RCBA STRATEGIC
     PARTNERS, L.P., BLUM STRATEGIC PARTNERS II, L.P., FS EQUITY PARTNERS III,
     L.P., FS EQUITY PARTNERS INTERNATIONAL, L.P., THE KOLL HOLDING COMPANY,
     CALPERS, FREDERIC V. MALEK, DLJ INVESTMENT FUNDING, INC., CERTAIN
     MANAGEMENT INVESTORS, THE OTHER INVESTORS NAMED THEREIN AND CB RICHARD
     ELLIS SERVICES, INC., A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
     COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
     DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE
     EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT.
     THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES
     TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH SECURITYHOLDERS' AGREEMENT."

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR
     OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN
     EXEMPTION FROM REGISTRATION IS AVAILABLE."

The Legend will be removed by the Company by the delivery of substitute
certificates without such Legend in the event of (i) a Transfer permitted by
this Agreement in which the Permitted Transferee is not required to enter into
an Assumption Agreement or (ii) the termination of Article II pursuant to the
terms hereof; PROVIDED, HOWEVER, that the second paragraph of the Legend will
only be removed if at such time it is no longer required for purposes of
applicable securities laws and, if requested by the Company, the Company
receives an opinion to such effect of counsel to the applicable Securityholder
in form and substance reasonably satisfactory to the Company.


                                       11



     2.2.    RIGHT OF FIRST OFFER.
             --------------------

             (a) If, following the Permitted Third Party Transfer Date, any of
the FS Parties, the Note Investor Parties or the Other Non-Management Parties
(each, a "Transferring Securityholder") desires to Transfer all or any portion
of the Restricted Securities (the "Transfer Securities") then owned by such
Transferring Securityholder to a Person that is not a Permitted Transferee of
the Transferring Securityholder, such Transferring Securityholder shall provide
BLUM with a written notice (the "Offer Notice") setting forth: (i) the number of
shares of Common Stock proposed to be Transferred and (ii) the material terms
and conditions of the proposed transfer including the minimum price (the "Offer
Price") at which such Transferring Securityholder proposes to Transfer such
shares. The Offer Notice shall also constitute an irrevocable offer to sell the
Transfer Securities to BLUM or, at BLUM's option following receipt of the Offer
Notice, to one or more assignees of BLUM (subject to such assignee's or
assignees' delivery of an Assumption Agreement in compliance with Section 6.5
hereof) (x) at the Offer Price and on the same terms and conditions as the
Transfer Offer or (y) if the Transfer Offer includes any consideration other
than cash, at the option of BLUM or such assignee, at a cash price equal to the
Fair Market Value of such non-cash consideration (the "Transfer Consideration").

             (b) If BLUM or its assignee wishes to accept the offer set forth in
the Offer Notice, BLUM or such assignee shall deliver within 15 business days of
receipt of the Offer Notice (such period, the "Election Period") an irrevocable
notice of acceptance to the Transferring Securityholder (the "Acceptance
Notice"), which Notice shall indicate the form of Transfer Consideration chosen
(to the extent that the Transfer Offer includes any consideration other than
cash). BLUM or its assignee may accept such offer for any or all of the Transfer
Securities, PROVIDED, HOWEVER, that if BLUM or its assignee agrees to purchase
less than all of the Transfer Securities specified in the Offer Notice, then the
Transferring Securityholder can choose not to sell any shares to BLUM or its
assignee, as applicable, by delivering written notice thereof to BLUM or such
assignee within five Business Days of the Transferring Securityholder's receipt
of the Acceptance Notice. In the event that the Transferring Securityholder
elects not to sell any shares to BLUM or its assignee pursuant to the proviso in
the immediately preceding sentence, such Transferring Shareholder may transfer
the Transfer Securities to one or more Qualified Purchasers pursuant to Section
2.2(c) only if such Qualified Purchasers purchase in the aggregate at least as
many shares of the Transfer Securities as BLUM had agreed to purchase.

             (c) If the option to purchase the Transfer Securities represented
by the Offer Notice is accepted on a timely basis by BLUM or its assignee, in
accordance with all the terms specified in Section 2.2(b) and such acceptance
(if it is for less than all of the Transfer Securities) has not been rejected by
the Transferring Securityholder, no later than the later of (x) 30 business days
after the date of the receipt by BLUM of the Offer Notice or (y) the second
business day after the receipt of any necessary governmental approvals
(including, without limitation, the expiration or early termination of any
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended), BLUM (or its assignee), as applicable, shall deliver
payment by wire transfer of immediately available funds, to the extent the
Transfer Consideration is cash, and/or by delivery of the non-cash Transfer
Consideration (to the extent chosen by BLUM or its assignee), to such
Transferring Securityholder against delivery of


                                       12



certificates or other instruments representing the Common Stock so purchased,
appropriately endorsed by such Transferring Securityholder. Each Transferring
Securityholder shall deliver its shares of Common Stock free and clear of all
liens, claims, options, pledges, encumbrances and security interests. To the
extent BLUM or its assignee (i) has not given notice of its acceptance of the
offer represented by the Offer Notice to purchase all of the Transfer Securities
prior to the expiration of the Election Period, (ii) has accepted as to less
than all of the Transfer Securities and such acceptance has been rejected by the
Transferring Securityholder, (iii) has accepted as to less than all of the
Transfer Securities and such acceptance has not been rejected by the
Transferring Securityholder, or (iv) has not tendered the Purchase Price for the
Transfer Securities in the manner and within the period set forth above in this
Section 2.2(c), such Transferring Securityholder shall be free (subject to the
last sentence of Section 2.2(b)) for a period of 120 days from the end of the
Election Period to transfer the Transfer Securities (or in the case of the
foregoing clause (iii), such remaining portion of the Transfer Securities) to a
Qualified Purchaser at a price equal to or greater than the Offer Price and
otherwise on terms which are no more favorable in any material respect to such
Qualified Purchaser than the terms and conditions set forth in the Offer Notice.
If for any reason such Transferring Securityholder does not transfer the
Transfer Securities (or in the case of the foregoing clause (iii), such
remaining portion of the Transfer Securities) to a Qualified Purchaser on such
terms and conditions or if such Transferring Securityholder wishes to Transfer
the Transfer Securities (or in the case of the foregoing clause (iii), such
remaining portion of the Transfer Securities) at a lower Purchase Price or on
terms which are more favorable in any material respect to a Qualified Purchaser
than those set forth in the Offer Notice, the provisions of this Section 2.2
shall again be applicable to the Transfer Securities (or in the case of the
foregoing clause (iii), such remaining portion of the Transfer Securities);
provided that if the Transferring Securityholder does not transfer all of the
Transfer Securities (or in the case of the foregoing clause (iii), such
remaining portion of the Transfer Securities) to a Qualifying Purchaser within
120 days from the end of the Election Period (the "Transfer Period") then such
Transferring Securityholder may not deliver another Offer Notice until 90 days
have elapsed since the end of the Transfer Period.

     2.3.    CERTAIN PERMITTED TRANSFERS.
             ---------------------------

             Notwithstanding any other provision of this Agreement to the
contrary, each Non-BLUM Party shall be entitled from time to time to Transfer
any or all of the Restricted Securities held by it to (i) any of its Affiliates,
(ii) in the case of each of the Note Investor Parties, its employees, (iii) in
the case of each of the Note Investor Parties, to a transferee of Notes in
connection with the Transfer of such Notes (or an affiliate of such transferee),
(iv) in the case of the FS Entities, beginning on April 12, 2003, on a pro rata
basis to the partners of such Transferor, (v) in the case of any Non-BLUM Party
(including any transferee that receives shares from an FS Entity pursuant to
clause (iv) of this Section 2.3) who is an individual, (A) such Transferor's
spouse or direct lineal descendants (including adopted children) or antecedents,
(B) a charitable remainder trust or trust, in each case the current
beneficiaries of which, or to a corporation or partnership, the stockholders or
limited or general partners of which, include only such transferor and/or such
transferor's spouse and/or such transferor's direct lineal descendants
(including adopted children) or antecedents, or (C) the executor, administrator,
testamentary trustee, legatee or beneficiary of any deceased transferor holding
Restricted Securities or (vi) in the case of a transferee from an FS Entity
pursuant to clause (iv) of this Section 2.3 that is a corporation, partnership,
limited liability company, trust or other entity, pro rata without payment


                                       13



of consideration, to its shareholders, partners, members, beneficiaries or other
entity owners, as the case may be; PROVIDED that with respect to each of the
foregoing (x) any such transferee duly executes and delivers an Assumption
Agreement, (y) each such transferee pursuant to clause (i) or (v) shall, and
each such Transferring Non-BLUM Party shall cause such transferee (and, if
applicable, such transferee's spouse) to, Transfer back to such Transferring
Non-BLUM Party any Restricted Securities it owns prior to such transferee
ceasing to satisfy any of the foregoing clause (i) or (v) of this Section 2.3
with respect to its relationship to such Transferring Non-BLUM Party, and (z)
(1) if requested by the Company the Company has been furnished with an opinion
of counsel in connection with such Transfer, in form and substance reasonably
satisfactory to the Company, that such Transfer is exempt from or not subject to
the provisions of Section 5 of the Securities Act and (2) the Company shall be
reasonably satisfied that such Transfer is exempt from or not subject to any
other applicable securities laws.

    2.4.  TAG-ALONG RIGHTS.
          ----------------

          (a) Prior to an Initial Public Offering, with respect to any proposed
Transfer by BLUM and its Affiliates of shares of Common Stock to any Person
other than BLUM and its Affiliates (each a "Third Party") (other than in a
Public Offering, which shall be subject to Article III), whether pursuant to a
stock sale, merger, consolidation, a tender or exchange offer or any other
transaction (any such transaction, a "BLUM Sale"), BLUM and its Affiliates will
have the obligation, and each of the Non-BLUM Parties will have the right, to
require the proposed transferee or acquiring Person (a "Proposed Transferee") to
purchase from each of the Non-BLUM Parties who exercises its rights under
Section 2.4(b) (a "Tagging Securityholder") a number of shares of Common Stock
up to the product (rounded to the nearest whole number of shares) of (i) the
quotient determined by dividing (A) the aggregate number of outstanding shares
of Common Stock owned by such Tagging Securityholder by (B) the aggregate number
of outstanding shares of Common Stock and (ii) the total number of shares of
Common Stock proposed to be directly or indirectly Transferred to the Proposed
Transferee, at the same price per share and upon the same terms and conditions
(including, without limitation, time of payment and form of consideration) as to
be paid by and given to BLUM and/or its Affiliates (as applicable). In order to
be entitled to exercise its right to sell shares of Common Stock to the Proposed
Transferee pursuant to this Section 2.4, each Tagging Securityholder must agree
to make to the Proposed Transferee the same covenants, indemnities (with respect
to all matters other than BLUM's and/or its Affiliates' Ownership of Common
Stock) and agreements as BLUM and/or its Affiliate (as applicable) agrees to
make in connection with the BLUM Sale and such representations and warranties
(and related indemnification) as to its Ownership of its Common Stock as are
given by BLUM and/or its Affiliate (as applicable) with respect to such party's
Ownership of Common Stock; PROVIDED, that all such covenants, indemnities and
agreements shall be made by each Tagging Securityholder, severally and not
jointly, and that the liabilities thereunder (other than with respect to
Ownership, which shall be borne entirely by the Securityholder making the
representation) shall be borne on a pro rata basis based on the number of shares
Transferred by each of BLUM, and its Affiliates and the Tagging Securityholders;
PROVIDED, HOWEVER, that in no event shall any Tagging Securityholder's
liabilities exceed the total net proceeds from such Transfer received by such
Tagging Securityholder. Each Tagging Securityholder will be responsible for its
proportionate share of the reasonable out-of-pocket costs incurred by BLUM and
its Affiliates in connection with the BLUM Sale to the extent not paid or
reimbursed by the Company or the Proposed Transferee.


                                       14



          (b) BLUM will give notice to each Tagging Securityholder of each
proposed BLUM Sale at least 15 business days prior to the proposed consummation
of such BLUM Sale, setting forth the number of shares of Common Stock proposed
to be so Transferred, the name and address of the Proposed Transferee, the
proposed amount and form of consideration (and if such consideration consists in
part or in whole of property other than cash, BLUM will provide such
information, to the extent reasonably available to BLUM, relating to such
consideration as the Tagging Securityholder may reasonably request in order to
evaluate such non-cash consideration) and other terms and conditions of payment
offered by the Proposed Transferee. The tag-along rights provided by this
Section 2.4 must be exercised by each Tagging Securityholder within 10 business
days following receipt of the notice required by the preceding sentence by
delivery of an irrevocable written notice to BLUM indicating such Tagging
Securityholder's exercise of its, her or his rights and specifying the number of
shares of Common Stock it, she or he desires to sell. The Tagging Securityholder
will be entitled under this Section 2.4 to Transfer to the Proposed Transferee
the number of shares of Common Stock determined in accordance with Section
2.4(a).

          (c) If any Tagging Securityholder exercises its, her or his rights
under Section 2.4(a), the closing of the purchase of the Common Stock with
respect to which such rights have been exercised is subject to, and will take
place concurrently with, the closing of the sale of BLUM's or its Affiliate's
Common Stock to the Proposed Transferee.

    2.5.  DRAG-ALONG RIGHTS.
          -----------------

          (a) If BLUM and/or its Affiliates (in such capacity, the "Dragging
Party") agree to Transfer to a Third Party or a group of Third Parties (other
than in a Public Offering) a majority of the shares of Common Stock beneficially
owned by BLUM and its Affiliates at the time of such Transfer, then each of the
Non-BLUM Parties hereby agrees that, if requested by the Dragging Party, it will
Transfer to such Third Party on the same terms and conditions (including,
without limitation, time of payment and form of consideration, but subject to
Section 2.5(b)) as to be paid and given to the Dragging Party, the same portion
(as determined by the immediately succeeding sentence) of such Non-BLUM Party's
Restricted Securities as is being Transferred by BLUM and its Affiliates. Each
Non-BLUM Party can be required to sell pursuant to this Section 2.5 that number
of Restricted Securities equal to the product obtained by multiplying (i) a
fraction, (A) the numerator of which is the aggregate number of shares of Common
Stock to be Transferred by BLUM and its Affiliates and (B) the denominator of
which is the aggregate number of shares of Common Stock owned by BLUM and its
Affiliates at the time of the Transfer by (ii) the aggregate number of shares of
Common Stock owned by such Non-BLUM Party (including for these purposes all
shares of Common Stock issuable upon exercise, exchange or conversion of other
Equity Securities).

          (b) The Dragging Party will give notice (the "Drag-along Notice") to
each of the Non-BLUM Parties of any proposed Transfer giving rise to the rights
of the Dragging Party set forth in Section 2.5(a) at least ten (10) calendar
days prior to such Transfer. The Drag-Along Notice will set forth the number of
shares of Common Stock proposed to be so Transferred, the name of the Proposed
Transferee, the proposed amount and form of consideration (and if such
consideration consists in part or in whole of property other than cash, the
Dragging Party will provide such information, to the extent reasonably available
to the Dragging Party, relating to


                                       15



such consideration as the Non-BLUM Parties may reasonably request in order to
evaluate such non-cash consideration), the number of Restricted Securities
sought and the other terms and conditions of the proposed Transfer. In
connection with any such Transfer, such Non-BLUM Parties shall be obligated only
to (i) make representations and warranties (and provide related indemnification)
as to their respective individual Ownership of Restricted Securities (and then
only to the same extent such representations and warranties are given by the
Dragging Party with respect to its Ownership of Common Stock), (ii) agree to pay
its pro rata share (based on the number of shares transferred by each
stockholder in such transaction) of any liability arising out of any
representations, warranties, covenants or agreements of the selling
Securityholders that survive the closing of such transaction and do not relate
to Ownership of Restricted Securities; PROVIDED, HOWEVER, that in no event shall
any Non-BLUM Party's liabilities exceed the total net proceeds from such
Transfer received by such Non-BLUM Party; PROVIDED, FURTHER that this Section
2.5(b)(ii) shall not apply if, no later than five (5) calendar days after
receipt of the Drag-Along Notice by the FS Entities, the FS Entities deliver to
BLUM a certificate signed by the FS Entities certifying in good faith that they
(x) do not desire to Transfer any of the Restricted Securities beneficially
owned by them in the proposed Transfer set forth in the Drag-Along Notice and
(y) would not exercise their rights pursuant to Section 2.4 hereto in connection
with such proposed Transfer if BLUM had not otherwise delivered a Drag-Along
Notice with respect thereto, and (iii) agree to pay their proportionate share of
the reasonable costs incurred in connection with such transaction to the extent
not paid or reimbursed by the Company or the Proposed Transferee. If the
Transfer referred to in the Drag-Along Notice is not consummated within 120 days
from the date of the Drag-Along Notice, the Dragging Party must deliver another
Drag-Along Notice in order to exercise its rights under this Section 2.5 with
respect to such Transfer or any other Transfer.

          (c) If BLUM approves (i) any merger, consolidation, amalgamation or
other business combination involving the Company or any of its Subsidiaries or
(ii) the sale of all of the business or assets of, or substantially all of the
assets of, the Company or any of its Subsidiaries (any of the foregoing events,
a "Transaction"), then each of the Non-BLUM Parties agrees to vote all shares of
Common Stock held by it or its Affiliates to approve such Transaction and not to
exercise any appraisal or dissenters' rights available to such Non-BLUM Parties
under any rule, regulation, statute, agreement among the stockholders, the
Certificate of Incorporation, the Bylaws or otherwise.

    2.6.   PARTICIPATION RIGHT.
           -------------------

          (a) The Company shall not issue (an "Issuance") additional Equity
Securities of the Company after the date hereof to any Person (other than (i)
Equity Securities issued upon the exchange, exercise or conversion of other
Equity Securities in accordance with the terms thereof, (ii) Equity Securities
issued in connection with any stock split, stock dividend or recapitalization of
the Company, as long as the same is fully proportionate for each class of
affected security and entails equal treatment for all shares or units of such
class, (iii) Equity Securities issued by the Company pursuant to the acquisition
by the Company or its Subsidiaries of another Person or a material portion of
the assets thereof, by merger, purchase of assets or otherwise in consideration
for the assets and/or equity securities so acquired, (iv) Equity Securities
issued to employees, officers, directors, or consultants of the Company or its
Subsidiaries, (v) Equity Securities issued in connection with a Public Offering,
(vi) Equity


                                       16


Securities issued to customers, venders, lenders, and other non-equity financing
sources, lessors of equipment and other providers of goods or services to the
Company or its Subsidiaries or (vii) Equity Securities issued pursuant to the
Anti-Dilution Agreement, each of which will not be subject to this Section 2.6),
unless, prior to such Issuance, the Company notifies each Securityholder party
hereto in writing of the Issuance and grants to each such Securityholder or, at
such Securityholder's election, one of its Affiliates, the right (the "Right")
to subscribe for and purchase such Securityholder's pro rata share (determined
as provided below) of such additional Equity Securities so issued at the same
price and upon the same terms and conditions as issued in the Issuance. Each
Securityholder's pro rata share is equal to the ratio of (A) the number of
shares of Common Stock owned by such Securityholder (including for these
purposes all shares of Common Stock issuable upon exercise, exchange or
conversion of other Equity Securities) to (B) the total number of shares of the
Company's outstanding Common Stock (including for these purposes all shares of
Common Stock issuable upon exercise, exchange or conversion of other Equity
Securities) immediately prior to the issuance of the Equity Securities.

          (b) The Right may be exercised by each Securityholder party hereto or
its Affiliates at any time by written notice to the Company received by the
Company within 10 business days after receipt of notice from the Company of the
Issuance, and the closing of the purchase and sale pursuant to the exercise of
the Right shall occur at least 20 business days after the giving of the notice
of the Issuance by the Company and prior to or concurrently with the closing of
the Issuance. Notwithstanding the foregoing (i) the Right shall not apply to any
Issuance, PRO RATA, to all holders of Common Stock and (ii) the Company shall
not be required to offer or sell any Equity Security to any Securityholder who
is not an "accredited investor" as defined in Regulation D of the rules and
regulations promulgated by the SEC under the Exchange Act or who would cause the
Company to be in violation of applicable federal securities laws by virtue of
such offer or sale.

III  REGISTRATION RIGHTS

     3.1. DEMAND REGISTRATION.
          -------------------

          (a) Subject to the conditions of this Section 3.1, if the Company
shall receive a written request from (i) BLUM Holders holding not less than 25%
of the Registrable Securities then outstanding held by the BLUM Holders, (ii) FS
Holders holding not less than 25% of the Registrable Securities then outstanding
held by the FS Holders or (iii) Note Investor Holders holding not less than 25%
of the Registrable Securities then outstanding held by the Note Investor
Holders, that the Company file a registration statement under the Securities Act
covering the registration of Registrable Securities, then the Company shall,
within five (5) days of the receipt thereof, give written notice of such request
to all Holders, who must respond in writing within fifteen (15) days requesting
inclusion in the registration. The request must specify the amount and intended
disposition of such Registrable Securities. The Company, subject to the
limitations of this Section 3.1, must use its best efforts to effect, as soon as
practicable, the registration under the Securities Act of all Registrable
Securities that the Holders request to be registered in accordance with this
Section 3.1 together with any other securities of the Company entitled to
inclusion in such registration.


                                       17



          (b) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this Section 3.1
and the Company shall include such information in the written notice referred to
in Section 3.1(a). In such event, the right of any Holder to include its
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting by a
majority in interest of the Initiating Holders (which underwriter or
underwriters shall be reasonably acceptable to the Company). Notwithstanding any
other provision of this Section 3.1, if the managing underwriter advises the
Company in writing that marketing factors require a limitation of the number of
securities to be underwritten (including Registrable Securities) because the
number of securities to be underwritten is likely to have an adverse effect on
the price, timing or the distribution of the securities to be offered, then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares that may be
included in the underwriting shall be allocated among participating Holders, (i)
first among the Initiating Holders, and, if any Initiating Holder is BLUM,
CalPERS as nearly as possible on a pro rata basis based on the total number of
Registrable Securities held by all such Initiating Holders and, if applicable,
CalPERS, and (ii) second to the extent all Registrable Securities requested to
be included in such underwriting by the Initiating Holders have been included,
among the Holders requesting inclusion of Registrable Securities in such
underwritten offering (other than the Initiating Holders and, if applicable,
CalPERS), as nearly as possible on a pro rata basis based on the total number of
Registrable Securities held by all such Holders. Any Registrable Securities
excluded or withdrawn from such underwriting shall be withdrawn from the
registration. To facilitate the allocation of shares in accordance with the
foregoing, the Company or the underwriters may round the number of shares
allocated to any Holder to the nearest 100 shares.

          (c) The Company shall not be required to effect a registration
pursuant to this Section 3.1:

                    (i) prior to the date one hundred eighty (180) days
          following the effective date of the registration statement pertaining
          to the Initial Public Offering;

                    (ii) in the case of (x) a registration requested by BLUM
          Holders pursuant to Section 3.1(a)(i), after the Company has effected
          six (6) registrations requested by BLUM Holders pursuant to such
          Section, (y) a registration requested by FS Holders pursuant to
          Section 3.1(a)(ii), after the Company has effected three (3)
          registrations requested by FS Holders pursuant to such Section, and
          (z) a registration requested by Note Investor Holders pursuant to
          Section 3.1(a)(iii), after the Company has effected one (1)
          registration requested by Note Investor Holders pursuant to such
          Section;

                    (iii) if the anticipated aggregate gross proceeds to be
          received by such Holders are less than $2,000,000;


                                       18



                    (iv) if within five (5) days of receipt of a written request
          from the Initiating Holders pursuant to Section 3.1(a), the Company in
          good faith gives notice to the Initiating Holders of the Company's
          intention to make a public offering within ninety (90) days in which
          case Section 3.2 shall govern; PROVIDED that if the Company does not
          file a registration statement under the Securities Act relating to
          such public offering within such ninety (90) day period (such 90 day
          period being referred to herein as the "Relevant Period") the Company
          shall be prohibited from delivering additional notices pursuant to
          this Section 3.1(c)(iv) until the 181st day following the last day of
          the Relevant Period; or

                    (v) if the Company shall furnish to Holders requesting a
          registration statement pursuant to this Section 3.1, a certificate
          signed by the Chairman of the Board stating that in the good faith
          judgment of the Board, it would be seriously detrimental to the
          Company for such registration statement to be effected at such time,
          in which event the Company shall have the right to defer such filing
          for a period of not more than ninety (90) days after receipt of the
          request of the Initiating Holders; PROVIDED that the Company shall
          not defer filings pursuant to this clause (v) more than an aggregate
          of ninety (90) days in any twelve (12) month period.

          (d) The Company shall select the registration statement form for any
registration pursuant to Section 3.1, but shall cooperate with the requests of
the Initiating Shareholders or managing underwriters selected by them as to the
inclusion therein of information not specifically required by such form.

    3.2.  PIGGYBACK REGISTRATIONS.
          -----------------------

          (a) The Company shall notify all Holders of Registrable Securities in
writing at least fifteen (15) days prior to the filing of any registration
statement under the Securities Act for purposes of a public offering of
securities of the Company (including, but not limited to, registration
statements relating to secondary offerings of securities of the Company, but
excluding (i) registration statements relating to employee benefit plans or with
respect to corporate reorganizations or other transactions under Rule 145 of the
Securities Act; (ii) any registration statement filed pursuant to Section 3.1
(with respect to which the Holders rights to participate in such registered
offering shall be governed by Section 3.1); and (iii) any registration statement
relating to the Initial Public Offering unless Registrable Securities of BLUM or
its Affiliates are to be sold in an IPO) and, subject to Section 3.13(a), will
use its best efforts to afford each such Holder an opportunity to include in
such registration statement all or part of such Registrable Securities held by
such Holder. Each Holder desiring to include in any such registration statement
all or any part of the Registrable Securities held by it shall, within fifteen
(15) days after the above-described notice from the Company, so notify the
Company in writing. Such notice shall state the intended method of disposition
of the Registrable Securities by such Holder. If a Holder decides not to include
all of its Registrable Securities in any registration statement thereafter filed
by the Company, such Holder shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings
of its securities, all upon the terms and conditions set forth herein.


                                       19



          (b) If the registration statement under which the Company gives notice
under this Section 3.2 is for an underwritten offering, the Company shall so
advise the Holders of Registrable Securities as part of the written notice
provided to the Holders pursuant to Section 3.2(a). In such event, the right of
any such Holder to be included in a registration pursuant to this Section 3.2
shall be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of this
Agreement, if the managing underwriter advises the Company in writing that
marketing factors require a limitation of the number of securities to be
underwritten (including Registrable Securities) in an offering subject to this
Section 3.2 because the number of securities to be underwritten is likely to
have an adverse effect on the price, timing or the distribution of securities to
be offered, then the Company shall so advise all Holders of Registrable
Securities which would otherwise be underwritten pursuant hereto, and the number
of shares that may be included in the underwriting shall be allocated, first, to
the Company and second, to the Holders on a pro rata basis based on the total
number of Registrable Securities held by the Holders. No such reduction shall
(i) reduce the securities being offered by the Company for its own account to be
included in the registration and underwriting, or (ii) reduce the amount of
securities of the selling Holders included in the registration below twenty-five
percent (25%) of the total amount of securities included in such registration,
unless such offering does not include shares of any other selling shareholders,
in which event any or all of the Registrable Securities of the Holders may be
excluded in accordance with the immediately preceding sentence.

          (c) The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 3.2 prior to the effectiveness
of such registration whether or not any Holder has elected to include securities
in such registration. The Registration Expenses of such withdrawn registration
shall be borne by the Company in accordance with Section 3.3 hereof.

    3.3.  EXPENSES OF REGISTRATION.
          ------------------------

          Except as specifically provided herein, all Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to Section 3.1 or Section 3.2 herein shall be borne by the Company. All
Selling Expenses incurred in connection with any registrations hereunder, shall
be borne by the Holders of the Registrable Securities so registered pro rata on
the basis of the number of shares so registered. The Company shall not, however,
be required to pay for expenses of any registration proceeding begun pursuant to
Section 3.1, the request of which has been subsequently withdrawn by the
Initiating Holders unless (a) the withdrawal is based upon material adverse
information concerning the Company of which the Initiating Holders were not
aware at the time of such request or (b) (x) BLUM Holders holding not less than
50% of the Registrable Securities then outstanding held by all BLUM Holders, in
the case of a registration requested pursuant to Section 3.1(a)(i), (y) FS
Holders holding not less than 50% of the Registrable Securities then outstanding
held by all FS Holders, in the case of a registration requested pursuant to
Section 3.1(a)(ii), or (z) Note Investor Holders holding not less than 50% of
the Registrable Securities then outstanding held by all Note Investor Holders,
in the case of a registration requested pursuant to Section 3.1(iii), agree to
forfeit their right to one


                                       20



requested registration pursuant to Section 3.1, as applicable, in which event
such right shall be forfeited by all BLUM Holders, in the case of clause (x),
all FS Holders in the case of clause (y) and all Note Investor Holders in the
case of clause (z). If the Holders are required to pay the Registration
Expenses, such expenses shall be borne by the holders of securities (including
Registrable Securities) requesting such registration in proportion to the number
of shares for which registration was requested. If the Company is required to
pay the Registration Expenses of a withdrawn offering pursuant to clause (a)
above, then the Holders shall not forfeit their rights pursuant to Section 3.1
to a demand registration.

    3.4.  EFFECTIVE REGISTRATION STATEMENT.
          --------------------------------

          A registration requested pursuant to Section 3.1 will not be deemed to
have been effected unless it has become effective and all of the Registrable
Securities registered thereunder have been sold; PROVIDED, that if within 180
days after it has become effective, the offering of Registrable Securities
pursuant to such registration is interfered with by any stop order, injunction
or other order or requirement of the Commission or other governmental entity,
such registration shall be deemed not to have been effected.

    3.5.  SELECTION OF COUNSEL.
          --------------------

          In connection with any registration of Registrable Securities pursuant
to Sections 3.1 or 3.2 hereof, the Holders of a majority in interest of the
Initiating Holders (or the Holders of a majority of the Registrable Securities
covered by the registration pursuant to Section 3.2) may select one counsel to
represent all Holders of Registrable Securities covered by such registration;
PROVIDED, HOWEVER, that in the event that the counsel selected as provided above
is also acting as counsel to the Company in connection with such registration,
the remaining Holders shall be entitled to select one additional counsel to
represent all such remaining Holders.

    3.6.  OBLIGATIONS OF THE COMPANY.
          --------------------------

          Whenever required to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:

          (a) (1) in the case of a registration initiated under Section 3.1
prepare and, in any event within ninety (90) days after the receipt of the
notice contemplated by Section 3.1(a), file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective, and, (2) in the case
of any registration effected under Section 3.1, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for up to one hundred and eighty (180) days or,
if earlier, until the Holder or Holders have completed the distribution related
thereto.

          (b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement; PROVIDED, that before filing a registration statement or
prospectus, or any amendments or supplements thereto, the


                                       21



Company will furnish to counsel (selected pursuant to Section 3.5 hereof) for
the Holders of Registrable Securities copies of all documents proposed to be
filed, which documents will be subject to the review of such counsel.

          (c) Furnish to each Holder such number of copies of such registration
statement and of each amendment and supplement thereto (in each case including
all exhibits filed therewith including any documents incorporated by reference),
such number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and summary prospectus), in conformity
with the requirements of the Securities Act, and such other documents as such
Holder may reasonably request in order to facilitate the disposition of
Registrable Securities owned by such Holder.

          (d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as shall be reasonably requested by the Holders,
request, and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such Holder; PROVIDED,
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act.

          (e) Use its best efforts to cause such Registrable Securities covered
by such registration statement to be registered with or approved by such other
governmental entities as may be necessary to enable the Holders thereof to
consummate the disposition of such Registrable Securities.

          (f) Enter into such customary agreements (including an underwriting
agreement in customary form), which may include indemnification provisions in
favor of underwriters and other Persons in addition to, or in substitution for
the provisions of Section 3.9 hereof, and take such other actions as Holders of
a majority of shares of such Registrable Securities or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities.

          (g) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and prepare and furnish to each Holder any supplement or amendment
necessary so that the supplemented or amended prospectus no longer includes such
untrue or misleading statements or omissions of material fact.

          (h) Otherwise comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable (but not more than 18 months) after the effective date of the
registration statement, an earnings statement which shall satisfy the provisions
of Section 11(a) of the Securities Act.


                                       22



          (i) Use its best efforts to list such Registrable Securities on any
securities exchange on which the Common Stock is then listed if such Registrable
Securities are not already so listed and if such listing is then permitted under
the rules of such exchange, and use its best efforts to provide a transfer agent
and registrar for such Registrable Securities covered by such registration
statement not later than the effective date of such registration statement.

          (j) Furnish, at the request of the Holders of a majority of the
Registrable Securities being registered in the registration, on the date that
such Registrable Securities are delivered to the underwriters for sale, if such
securities are being sold through underwriters, or, if such securities are not
being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (i) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering and reasonably satisfactory in form, substance
and scope to a majority in interest of the Initiating Holders (or Holders
requesting registration in the case of a registration pursuant to Section 3.2),
addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a "cold comfort" letter dated as
of such date, from the independent certified public accountants of the Company,
in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Initiating Holders (or Holders
requesting registration in the case of a registration pursuant to Section 3.2),
addressed to the underwriters, if any, and if permitted by applicable accounting
standards, to the Holders requesting registration of Registrable Securities.

          (k) Make available for inspection by any Holder of such Registrable
Securities covered by such registration statement, by any underwriter
participating in any disposition to be effected pursuant to such registration
statement and by any attorney, accountant or other agent retained by any such
Holder or any such underwriter, all pertinent financial and other records,
pertinent corporate documents and properties of the Company, and cause all of
the Company's officers, directors and employees to supply all information
reasonably requested by any such Holder, underwriter, attorney, accountant or
agent in connection with such registration statement.

          (l) Notify counsel (selected pursuant to Section 3.5 hereof) for the
Holders of Registrable Securities included in such registration statement and
the managing underwriter or agent, immediately, and confirm the notice in
writing (i) when the registration statement, or any post-effective amendment to
the registration statement, shall have become effective, or any supplement to
the prospectus or any amendment prospectus shall have been filed, (ii) of the
receipt of any comments from the Commission, (iii) of any request of the
Commission to amend the registration statement or amend or supplement the
prospectus or for additional information, and (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the registration
statement for offering or sale in any jurisdiction, or of the institution or
threatening of any legal actions for any of such purposes.


                                       23



          (m) Make every reasonable effort to prevent the issuance of any stop
order suspending the effectiveness of the registration statement or of any order
preventing or suspending the use of any preliminary prospectus and, if any such
order is issued, to obtain the withdrawal of any such order at the earliest
possible moment.

          (n) If requested by the managing underwriter or agent or any Holder of
Registrable Securities covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or agent or such Holder reasonably
requests to be included therein, including, with respect to the number of
Registrable Securities being sold by such Holder to such underwriter or agent,
the Purchase Price being paid therefor by such underwriter or agent and with
respect to any other terms of the underwritten offering of the Registrable
Securities to be sold in such offering; and make all required filings of such
prospectus supplement or post-effective amendment as soon as practicable after
being notified of the matters incorporated in such prospectus supplement or
post-effective amendment.

          (o) Cooperate with the Holders of Registrable Securities covered by
the registration statement and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and registered
in such names as the managing underwriter or agent, if any, or such Holders may
request.

          (p) Cooperate with each Holder of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the National Association of Securities Dealers, Inc.

          (q) Make available the executive officers of the Company to
participate with the Holders of Registrable Securities and any underwriters in
any "road shows" or other selling efforts that may be reasonably requested by
the Holders in connection with the methods of distribution for the Registrable
Securities.

   3.7.   TERMINATION OF REGISTRATION RIGHTS.
          ----------------------------------

          A Holder's registration rights pursuant to this Article III shall
expire if (i) the Company has completed its Initial Public Offering and is
subject to the provisions of the Exchange Act, (ii) such Holder (together with
its Affiliates, partners and former partners) holds less than 2% of the
Company's outstanding Common Stock and (iii) all Registrable Securities held by
such Holder (and its Affiliates, partners and former partners) may be sold under
Rule 144 during any ninety (90) day period. Upon expiration of a Holder's
registration rights pursuant to this Section 3.7, the obligations of the Company
under this Article III to give such Holder notice of registrations or take any
other actions under this Article III with respect to the registration of
securities held by such Holder shall also terminate.


                                       24



   3.8.   DELAY OF REGISTRATION; FURNISHING INFORMATION.
          ---------------------------------------------

          It shall be a condition precedent to the obligations of the Company to
take any action pursuant to Section 3.1 or 3.2 that the selling Holders shall
furnish to the Company upon written request of the Company such information
regarding themselves, the Registrable Securities held by them and the intended
method of disposition of such securities as shall reasonably be required to
effect the registration of their Registrable Securities.

   3.9.   INDEMNIFICATION.
          ---------------

          (a) The Company will indemnify and hold harmless each Holder, each
Affiliate of each Holder and their respective partners, officers and directors
(and any director, officer, Affiliate, employee, agent or controlling Person of
any of the foregoing), legal counsel and accountants of each Holder, any
underwriter (as defined in the Securities Act) for such Holder and each Person,
if any, who controls such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages,
liabilities (joint or several) or expenses, as incurred, to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) or expenses arise out of or are based upon any of the following
statements, omissions or violations (collectively, a "Violation") by the
Company: (i) any untrue statement or alleged untrue statement of a material fact
contained in any registration statement, including any preliminary prospectus,
summary prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law in connection with the offering covered by such
registration statement; and the Company will reimburse each such Holder,
partner, officer or director, underwriter, legal counsel, accountants or
controlling Person for any legal or other expenses, as incurred, reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity
agreement contained in this Section 3.9(a) shall not apply (x) to amounts paid
in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, officer, director, underwriter
or controlling Person of such Holder, and (y) to indemnify underwriters in the
offering or sale of Registrable Securities or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act with respect
to preliminary, final or summary prospectus, or any amendments or supplement
thereto, to the extent that it is established that any such action, loss,
damage, liability or expense of such underwriter or controlling Person resulted
from the fact that such underwriter sold Registrable Securities to a Person whom
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the final prospectus (including any documents incorporated by
reference therein) or of the final prospectus, as then amended or supplemented
(including any documents


                                       25



incorporated by reference therein), whichever is most recent, if the Company has
previously furnished copies thereof to such underwriter.

          (b) Each Holder will, severally but not jointly, if Registrable
Securities held by such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify and hold
harmless the Company, each of its directors, its officers, legal counsel,
accountants and each Person, if any, who controls the Company within the meaning
of the Securities Act, any underwriter and any other Holder selling securities
under such registration statement or any of such other Holder's partners,
directors or officers, legal counsel, accountants or any Person who controls
such Holder, against any losses, claims, damages, liabilities (joint or several)
or expenses to which the Company or any such director, officer, controlling
Person, underwriter or other such Holder, or partner, director, officer, legal
counsel, accountants or controlling Person of such other Holder may become
subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) or expenses arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder under an instrument duly executed by such Holder and stated to be
specifically for use in connection with such registration; and each such Holder
will reimburse any legal or other expenses reasonably incurred by the Company or
any such director, officer, controlling Person, underwriter or other Holder, or
partner, officer, director or controlling Person of such other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action if it is judicially determined that there was such a
Violation; PROVIDED, HOWEVER, that the indemnity agreement contained in this
Section 3.9(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld;
PROVIDED, FURTHER, that in no event shall any indemnity under this Section 3.9
exceed the total net proceeds from the offering received by such Holder.

          (c) Promptly after receipt by an indemnified party hereunder of
written notice of the commencement of any action or proceeding with respect to
which a claim for indemnification may be made pursuant to this Section 3.9, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; provided that the failure of the indemnified party to give notice
as provided herein shall relieve the indemnifying party of its obligations under
the preceding subdivisions of this Section 3.9 only to the extent that the
indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim or there
may be a legal defense available to such indemnified party different from or in
addition to those available to the identifying party, the indemnifying party
will be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation.


                                       26



          (d) In order to provide for just and equitable contribution in
circumstances in which the indemnity provided for in this Section 3.9 is
unavailable to an indemnified party, the indemnifying party shall contribute to
the aggregate losses, damages, liabilities and expenses (collectively, "LOSSES")
of the nature contemplated by such indemnity incurred by any indemnified party,
(i) in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified parties on the other, in
connection with the statements or omissions which resulted in such Losses or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative fault of but also the relative benefits to the indemnifying party on
the one hand and each such indemnified party on the other, in connection with
the statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits to the indemnifying
party and the indemnified party shall be determined by reference to, among other
things, the total proceeds received by the indemnifying party and the
indemnified party in connection with the offering to which such losses relate.
The relative fault of the indemnifying party and the indemnified party shall be
determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or related to
information supplied by, the indemnifying party or the indemnified party, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action. The parties hereto agree that it would be not
be just or equitable if contribution pursuant to this Section 3.9 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section
3.10, no indemnified party shall be required to contribute any amount in excess
of the amount of total net proceeds to such indemnified party from sales of the
Registrable Securities of such indemnified party pursuant to the offering that
gave rise to such Losses.

          (e) The obligations of the Company and Holders under this Section 3.9
shall survive completion of any offering of Registrable Securities in a
registration statement and the termination of this Agreement.

   3.10.  ASSIGNMENT OF REGISTRATION RIGHTS.
          ---------------------------------

          The rights to cause the Company to register Registrable Securities
pursuant to this Article III may be assigned by a Holder to a transferee of such
Registrable Securities; PROVIDED, HOWEVER, that in each case (i) such Transfer
of Registrable Securities shall comply with the provisions of Article II hereto,
(ii) the Transferor shall, within ten (10) days after such Transfer, furnish to
the Company written notice of the name and address of such transferee and the
securities with respect to which such registration rights are being Transferred
and (iii) such transferee shall execute and deliver to BLUM and the Company an
Assumption Agreement and become bound by the provisions of this Agreement in the
manner set forth in Section 6.5 hereto.

   3.11.  AMENDMENT OF REGISTRATION RIGHTS.
          --------------------------------

          Any provision of this Article III may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company,
BLUM and the Holders of at least a majority of


                                       27



the Registrable Securities then outstanding; PROVIDED that no such amendment
shall adversely affect the rights of the FS Holders relative to the rights of
the BLUM Holders without the written consent of the Holders of a majority of the
Registrable Securities then outstanding held by the FS Holders, PROVIDED,
FURTHER that no such amendment shall adversely affect the rights of the Note
Investor Holders relative to the rights of the BLUM Holders without the written
consent of the Holders of a majority of the Registrable Securities then
outstanding held by all Note Investor Holders and PROVIDED, FURTHER that no such
amendment shall adversely affect the rights of the Other Holders relative to the
rights of the BLUM Holders without the written consent of the Holders of a
majority of the Registrable Securities then outstanding held by all Other
Holders. No such amendment shall adversely affect the rights of the Note
Investor Holders relative to the rights of the FS Holders or the Other Holders
without the written consent of the Holders of a majority of the Registrable
Securities then outstanding held by the Note Investor Holders. No such amendment
shall adversely affect the rights of the Other Holders relative to the rights of
the FS Holders or the Note Investor Holders without the written consent of the
Holders of a majority of the Registrable Securities then outstanding held by the
Other Holders. Each Holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment authorized by this
Section, whether or not such Registrable Securities shall have been marked to
indicate such amendment.

   3.12.  LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS.
          --------------------------------------------

          After the date of this Agreement, the Company shall not, without the
prior written consent of the Holders of a majority of the Registrable Securities
then outstanding, enter into any agreement with any holder or prospective holder
of any securities of the Company that would grant such holder registration
rights senior to or otherwise more favorable than those granted to the Holders
hereunder.

   3.13.  "MARKET STAND-OFF" AGREEMENT; AGREEMENT TO FURNISH INFORMATION.
          --------------------------------------------------------------

          (a) Subject to the condition that all Holders holding at least 2% of
the outstanding shares of Common Stock are subject to the same restrictions,
each Holder hereby agrees that such Holder shall not sell, transfer, make any
short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, regarding any
Common Stock (or other securities) of the Company held by such Holder (other
than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of the
Company not to exceed one hundred eighty (180) days following the effective date
of a registration statement of the Company filed under the Securities Act
pursuant to which an Initial Public Offering is effected. The Company may impose
stop-transfer instructions with respect to the Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period. For the avoidance of doubt such agreement shall
apply only to the Initial Public Offering.

          (b) Each Holder agrees to execute and deliver such other agreements as
may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect
thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, each Holder
shall provide, within ten (10) days of such request, such information


                                       28



concerning such Holder as may be required by the Company or such representative
in connection with the completion of any public offering of the Company's
securities pursuant to a registration statement filed under the Securities Act.
The obligations described in this Section 3.13 shall not apply to a registration
relating solely to employee benefit plans on Form S-1 or Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely
to a Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. Each Holder further agrees the foregoing restriction
shall be binding on any transferee from the Holder.

   3.14.  RULE 144 REPORTING.
          ------------------

          With a view to making available to the Holders the benefits of certain
rules and regulations of the SEC which may permit the sale of the Registrable
Securities to the public without registration, the Company agrees to use its
best efforts to:

          (a) File, make and keep public information available, as those terms
are understood and defined in Rule 144 or any similar or analogous rule
promulgated under the Securities Act, at all times after the effective date of
the first registration filed by the Company for an offering of its securities
pursuant to the Securities Act or pursuant to the requirements of Section 12 of
the Exchange Act;

          (b) File with the SEC, in a timely manner, all reports and other
documents required of the Company under the Exchange Act; and

          (c) So long as a Holder owns any Registrable Securities, furnish to
such Holder forthwith upon request: a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 of the Securities Act,
and of the Exchange Act (at any when it is subject to such reporting
requirements); a copy of the most recent annual or quarterly report of the
Company; and such other reports and documents as a Holder may reasonably request
in availing itself of any rule or regulation of the SEC allowing it to sell any
such securities without registration.

IV  GOVERNANCE

    4.1.  THE BOARD PRIOR TO AN INITIAL PUBLIC OFFERING.
          ---------------------------------------------

          The following provisions shall apply with respect to the Board prior
to an Initial Public Offering:

          (a) Immediately after the Closing, the Board shall consist of eight
(8) directors, unless BLUM exercises its right pursuant to Section 4.1(f)
hereof, in which case the Board shall then consist of between nine (9) and
eleven (11) directors.

          (b) Each of the Company and the Class B Securityholders agrees to take
all action necessary to cause each of the designees described in Section 4.1(c)
below to be elected or appointed to the Board concurrently with the Closing,
including without limitation, seeking and accepting resignations of incumbent
directors.


                                       29



          (c) Each Class B Securityholder agrees that at all times prior to an
IPO, it will vote, or execute a written consent in lieu thereof with respect to,
all of the shares of voting capital stock of the Company owned or held of record
by it, or cause all of the shares of voting capital stock of the Company
beneficially owned by it to be voted, or cause a written consent in lieu thereof
to be executed, to elect and, during such period, to continue in office a Board
consisting solely of the following (subject to the other provisions of this
Section 4.1):

                    (i) three (3) designees of the BLUM Funds, subject to
          Section 4.1(d) below (including any director designees of BLUM
          pursuant to Section 4.1(f) below, the "BLUM DIRECTORS"), two (or three
          if the BLUM Directors are increased to four (4) pursuant to Section
          4.1(c)(v) below) of whom shall be designated by BLUM and one of whom
          shall be designated by Blum Strategic;

                    (ii) one designee of the FS Entities, collectively (the "FS
          DIRECTOR");

                    (iii) Wirta for so long as he is employed by the Company or,
          if Wirta is no longer employed by the Company, the Chief Executive
          Officer of the Company at such time;

                    (iv) White for so long as he is employed by the Company or,
          if White is no longer employed by the Company, the Chairman of the
          Americas of the Company at such time; PROVIDED, HOWEVER that in the
          event that any Person other than White shall hold such title, BLUM
          shall have the option to reduce the size of the Board by one director
          and eliminate this clause (iv); and

                    (v) immediately after the Closing and for so long as a
          majority of the members of the Board shall agree, an employee (the
          "Production Director") of the Company or CBRE involved in CBRE's
          "Transaction Management" business (as described in the Company 10-K
          (as defined in the Merger Agreement)); PROVIDED,HOWEVER that, during
          any period in which the Production Director is a member of the Board,
          the number of BLUM Directors set forth in Section 4.1(c)(i) shall be
          increased to four (4) during such period (which number does not
          include the director designees of BLUM pursuant to Section 4.1(f)
          below).

PROVIDED that each of the foregoing designation rights will be subject to the
following provisions of this Section 4.1.

          (d) The director designation right of the BLUM Funds in Section 4.1(c)
will reduce (i) to three (or two if there shall not be a Production Director as
a member of the Board at such time), two or one of whom, as the case may be,
shall be designated by BLUM and one of whom shall be designated by Blum
Strategic, if BLUM and its Affiliates, collectively, beneficially own Common
Stock representing less than 22.5% of the outstanding Common Stock, (ii) to two
(or one if there shall not be a Production Director as a member of the Board at
such time), one of whom shall be designated by BLUM and one of whom, if the
number of BLUM Directors is reduced to two pursuant to this subsection, shall be
designated by Blum Strategic, if BLUM and its Affiliates, collectively,
beneficially own Common Stock representing less than 15% of the outstanding
Common Stock, and (iii) to zero if BLUM and its Affiliates,


                                       30



collectively, beneficially own Common Stock representing less than 7.5% of the
outstanding Common Stock.

          (e) The director designation right of the FS Entities in Section
4.1(c)(ii) will reduce to zero if the FS Entities and their Affiliates,
collectively, beneficially own Common Stock representing less than 7.5% of the
outstanding Common Stock.

          (f) At the request of BLUM (provided that the BLUM Funds are then
entitled to designate at least three BLUM Directors pursuant to this Section
4.1), the number of BLUM Directors will be increased such that the BLUM Funds
thereafter have the right to designate a majority of the entire Board, and the
size of the Board will be expanded to the extent necessary to create director
vacancies in connection therewith (subject to subsequent reduction in the number
of BLUM Directors pursuant to Section 4.1(d) hereof). BLUM shall have the right
to designate any directors required to fill vacancies created at BLUM's request
pursuant to this Section 4.1(f). In the event that the size of the Board will
exceed the board size specified by the Company's Certificate of Incorporation or
Bylaws, each of the Company and the Class B Securityholders will take all
necessary steps to expand the size of the Board.

          (g) Each committee of the Board will include at least one BLUM
Director and the FS Director (provided that at least one such director position
is then filled and unless the Securityholder appointing such director(s) shall
otherwise agree), unless otherwise agreed in writing by BLUM or Freeman Spogli,
respectively.

          (h) If either the BLUM Funds or the FS Entities notifies the other
Class B Securityholders in writing of its desire to remove, with or without
cause, any director of the Company previously designated by it, each Class B
Securityholder will vote (to the extent eligible to vote) all of the shares of
voting capital stock of the Company beneficially owned or held of record by it,
him or her so as to remove such director or, upon request, each Class B
Securityholder will promptly execute and return to the Company any written
resolution or consent to such effect. In the event that any of such Persons is
no longer entitled pursuant to this Section 4.1 to designate a director
previously designated by such Securityholder(s), such director promptly will be
removed from the Board, and each Class B Securityholder will vote (to the extent
eligible to vote) all of the shares of voting capital stock of the Company
beneficially owned or held of record by it so as to remove such director or,
upon request, each Class B Securityholder will promptly execute and return to
the Company any written resolution or consent to such effect.

          (i) If any director previously designated by the BLUM Funds or the FS
Entities ceases to serve on the Board (whether by reason of death, resignation,
removal or otherwise), the Person who designated such director will be entitled
to designate a successor director to fill the vacancy created thereby, and each
Class B Securityholder will vote (to the extent eligible to vote) all of the
shares of voting capital stock of the Company beneficially owned or held of
record by it or him or her in favor of such designation or, upon request, each
Class B Securityholder will promptly execute and return to the Company any
written resolution or consent to such effect.


                                       31



   4.2    THE BOARD SUBSEQUENT TO AN INITIAL PUBLIC OFFERING.
          --------------------------------------------------

          Following an IPO, (a) BLUM shall be entitled to nominate a percentage
of the total number of directors on the Board that is equivalent to the
percentage of the outstanding Common Stock beneficially owned by BLUM and its
Affiliates, collectively (such percentage of directors nominated by BLUM and its
Affiliates to be rounded up to the nearest whole number of directors) and (b)
the FS Entities shall be entitled to nominate one director as long as the FS
Entities own in the aggregate at least 7.5% of the outstanding Common Stock. The
Company hereby agrees that, at all times after an IPO, at and in connection with
each annual or special meeting of stockholders of the Company at which directors
of the Company are to be elected, the Company, the Board and the nominating
committee thereof will (A) nominate and recommend to stockholders for election
or re-election as part of the management slate of directors each such individual
and (B) provide the same type of support for the election of each such
individual as a director of the Company as provided by the Company, its
directors, its management and its Affiliates to other Persons standing for
election as directors of the Company as part of the management slate. Each
Securityholder that is a Class B Securityholder immediately prior to an IPO
hereby agrees that, at all times after an IPO, such Securityholder will, and
will cause each of its Affiliates to, vote all shares of Common Stock owned or
held of record by it, at each annual or special meeting of stockholders of the
Company at which directors of the Company are to be elected, in favor of the
election or re-election as a member of the Board of each such individual
nominated by any Securityholder pursuant to this Section 4.2.

   4.3.   OBSERVERS.
          ---------

          (a) Prior to an IPO, the FS Entities, collectively, shall be entitled
to have two observers in addition to the FS Director (the "FS Observers") at all
regular and special meetings of the Board for so long as the FS Entities,
collectively, beneficially own Common Stock representing at least 7.5% of the
outstanding Common Stock.

          (b) Prior to an IPO and solely for so long as needed by DLJ, upon the
advice of counsel, to maintain its qualification as a "Venture Capital Operating
Company" pursuant to Section 29 C.F.R. ss. 2510.3, the DLJ Investors, by vote of
a majority of the outstanding Restricted Securities held by the DLJ Investors,
shall be entitled to have one observer (the "DLJ Observer", and together with
the FS Observers and the CalPERS Observer referred to below, the "Observers") at
all regular and special meetings of the Board for so long as the DLJ Investors,
collectively, beneficially own (i) Restricted Securities representing at least
1.0% of the outstanding Common Stock or (ii) a majority in principal amount of
the Notes.

          (c) Prior to an IPO, CalPERS shall be entitled to have one observer
(the "CalPERS Observer") at all regular and special meetings of the Board for so
long as CalPERS or its Affiliates beneficially own any shares of Common Stock.

          (d) The Company shall reimburse each Observer for out-of-pocket
expenses, if any, relating to attendance at such meetings and shall reimburse
each Material Securityholder for the out-of-pocket expenses, if any, relating
to one representative of such Material Securityholder attending each shareholder
meeting of the Company. Each Observer shall be entitled to receive the same
notice of any such meeting as any director, and shall have the right to


                                       32



participate therein, but shall not have the right to vote on any matter or to be
counted for purposes of determining whether a quorum is present thereat. In
addition, each Observer shall have the right to receive copies of any action
proposed to be taken by written consent of the Board without a meeting.
Notwithstanding the foregoing, no action of the Board duly taken in accordance
with the laws of the State of Delaware, the Certificate of Incorporation and the
By-Laws shall be affected by any failure to have provided notice to any Observer
of any meeting of the Board or the taking of action by the Board without a
meeting. Any Observer may be required by the Board to temporarily leave a
meeting of the Board if the presence of such Observer at the meeting at such
time would prevent the Company from asserting the attorney-client or other
privilege with respect to matters discussed before the Board at such time. The
FS Entities agree to cause the FS Observers to keep any matters observed or
materials received by them at any meeting of the Board strictly confidential,
subject to applicable law. The DLJ Investors agree to cause the DLJ Observer to
keep any matters observed or materials received by him or her at any meeting of
the Board strictly confidential, subject to applicable law. CalPERS agrees to
cause the CalPERS Observer to keep any matters observed or materials received by
him or her at any meeting of the Board strictly confidential, subject to
applicable law.

          (e) With respect to each committee of the Board for which BLUM or the
FS Entities agrees in writing to waive its right set forth in Section 4.1(g)
hereto, BLUM or the FS Entities, as the case may be, shall be entitled to have
one observer at all meetings of such committee (provided that BLUM or the FS
Entities, as the case may be, shall at such time be entitled to designate at
least one director to the Board pursuant to Section 4.1 hereto). Each such
observer shall be entitled to receive the same notice of any such meeting as any
director that is a member thereof, and shall have the right to participate
therein, but shall not have the right to vote on any matter or to be counted for
purposes of determining whether a quorum is present thereat. In addition, each
such observer shall have the right to receive copies of any action proposed to
be taken by written consent of such committee without a meeting. Notwithstanding
the foregoing, no action of the such committee duly taken in accordance with the
laws of the State of Delaware, the Certificate of Incorporation and the By-Laws
shall be affected by any failure to have provided notice to any observer of any
meeting of such committee or the taking of action by such committee without a
meeting. Any such observer may be required by such committee to temporarily
leave a meeting of the committee if the presence of such observer at the meeting
at such time would prevent the Company from asserting the attorney-client or
other privilege with respect to matters discussed before the committee at such
time. BLUM agrees to cause any observer designated by it to keep any matters
observed or materials received by him or her at any meeting of such committee
strictly confidential. The FS Entities agree to cause the any observer
designated by it to keep any matters observed or materials received by them at
any meeting of such committee strictly confidential.

   4.4.   ADVISORS.
          --------

          For so long as each Other Non-Management Investor shall be a
Securityholder, such Other Non-Management Investor shall have the right to
provide, and at the reasonable request of the Board or the management of the
Company, shall provide, advice with respect to the Company's industry, business
and operations ("Advisory Services"), which advice the Board or the management
of the Company, as applicable, will consider in good faith. With respect to the
provision of such Advisory Services at the request of the Board or the
management of the


                                       33



Company, the Company shall reimburse each Other Non-Management Investor for any
reasonable out-of-pocket expenses incurred by such Other Non-Management Investor
in connection therewith.

   4.5.   VOTING.
          ------

          (a) Except as otherwise provided in this Section 4.5 or this Article
IV, prior to an Initial Public Offering, each of the Non-BLUM Parties that is a
Class B Securityholder agrees to vote at any stockholders meeting (or in any
written consent in lieu thereof) all of the shares of voting capital stock of
the Company owned or held of record by it, or cause all of the shares of voting
capital stock of the Company beneficially owned by it to be voted at any
stockholders meeting (or in any written consent in lieu thereof), in same the
manner as BLUM votes the shares of voting capital stock of the Company
beneficially owned by it at such meeting (or in such written consent in lieu
thereof), except with respect to the following actions by the Company or any of
its Subsidiaries:

          (b) any transaction between (x) BLUM or any of its Affiliates and (y)
the Company or any of its Subsidiaries, other than a transaction (A) with
another portfolio company of BLUM or any of its Affiliates that has been
negotiated on arms-length terms in the ordinary course of business between the
managements of the Company or any of its Subsidiaries and such other portfolio
company, (B) with respect to which the Securityholders may exercise their rights
under Section 2.6 of this Agreement or (C) specifically contemplated by the
Merger Agreement; or

          (ii) any amendment to the Certificate of Incorporation or Bylaws of
the Company that adversely affects such Securityholder relative to BLUM, other
than (x) an increase in the authorized capital stock of the Company, or (y)
amendments made in connection with any reorganization of the Company effected to
facilitate an Initial Public Offering or the acquisition of the Company by
merger or consolidation (provided that in such reorganization or acquisition
each share of each class or series of capital stock held by the Non-BLUM Parties
is treated the same as each share of the same class or series of capital stock
held by BLUM; PROVIDED, HOWEVER that, subject to compliance with applicable law,
in the event that the one or more of the other corporations or entities that is
a party to such an acquisition notifies the Company that it will require the
structure of such acquisition to be treated as a recapitalization for financial
accounting purposes and that it will require the Company to no longer be subject
to the reporting requirements or Section 14 of the Exchange Act after the
closing date of the acquisition, then, solely to the extent deemed necessary by
such other corporation or entity to satisfy such requirements, the consideration
per share the Non-BLUM Parties shall be entitled to receive with respect may be
a different kind than the consideration per share BLUM shall be entitled to
receive).

          (c) In order to effectuate Section 4.5(a), each Non-BLUM Party that is
a Class B Securityholder hereby grants to BLUM an irrevocable proxy, coupled
with an interest, to vote, during the period specified in Section 4.5(a) above,
all of the shares of voting capital stock of the Company owned by the grantor of
the proxy in the manner set forth in Section 4.5(a).


                                       34



   4.6.   GENERAL CONSENT RIGHTS.
          ----------------------

          Notwithstanding anything to the contrary stated herein, prior to an
Initial Public Offering, neither the Company nor any of its Subsidiaries shall
take any of the following actions without the prior affirmative vote or written
consent of (a) a majority of the directors of the Company, and (b) a majority of
the directors of the Company that are not BLUM Directors:

                    (i) any transaction between (x) BLUM or any of its
          Affiliates and (y) the Company or any of its Subsidiaries, other than
          a transaction (A) with another portfolio company of BLUM of any of its
          Affiliates that has been negotiated on arms-length terms in the
          ordinary course of business between the managements of the Company or
          any of its Subsidiaries and such other portfolio company, (B) with
          respect to which the Securityholders may exercise their rights under
          Section 2.6 of this Agreement or (C) specifically contemplated by the
          Merger Agreement;

                    (ii) any amendment to the Certificate of Incorporation or
          Bylaws of the Company that adversely affects any Securityholder
          relative to either BLUM Fund, other than (x) an increase in the
          authorized capital stock of the Company, or (y) amendments made in
          connection with any reorganization of the Company effected to
          facilitate an Initial Public Offering or the acquisition of the
          Company by merger or consolidation (provided that in such
          reorganization or acquisition each share of each class or series of
          capital stock held by the Non-BLUM Parties is treated the same as each
          share of the same class or series of capital stock held by either BLUM
          Fund; provided, HOWEVER that, subject to compliance with applicable
          law, in the event that the one or more of the other corporations or
          entities that is a party to such an acquisition notifies the Company
          that it will require the structure of such acquisition to be treated
          as a recapitalization for financial accounting purposes and that it
          will require the Company to no longer be subject to the reporting
          requirements or Section 14 of the Exchange Act after the closing date
          of the acquisition, then, solely to the extent deemed necessary by
          such other corporation or entity to satisfy such requirements, the
          consideration per share the Non-BLUM Parties shall be entitled to
          receive with respect may be a different kind than the consideration
          per share either BLUM Fund shall be entitled to receive); or

                    (iii) repurchase or redeem, or declare or pay a dividend
          with respect to or make a distribution upon, any shares of capital
          stock of the Company beneficially owned by BLUM or any of its
          Affiliates, unless (x) such repurchase, redemption dividend or
          distribution is made pro rata among all holders of such class of
          capital stock (or, in the case of a repurchase or redemption, all of
          the Non-BLUM Parties are given a proportionate right to participate in
          such repurchase or redemption (to the extent they own shares of such
          class of capital stock)) or (y) if such capital stock is not Common
          Stock, such repurchase, redemption or dividend is required by the
          terms of such capital stock.

   4.7.   CONSENT RIGHTS OF FS DIRECTOR.
          -----------------------------

          Notwithstanding anything to the contrary stated herein, prior to an
Initial Public Offering, for so long as the FS Entities shall be entitled to
appoint the FS Director pursuant to


                                       35



Section 4.1 hereto, neither the Company nor any of its Subsidiaries shall take
any of the following actions without the prior affirmative vote or written
consent of (x) a majority of the directors of the Company, and (y) the FS
Director:

          (a) the acquisition by purchase or otherwise, in any single or series
of related transactions, of any business or assets for a Purchase Price in
excess of $75 million; PROVIDED, HOWEVER that this Section 4.7(a) shall not
apply to (i) the acquisition of any business or asset by an investment fund that
is controlled by the Company or any of its Subsidiaries in connection with the
ordinary course conduct of the investment advisory and management business of
the Company or any of its Subsidiaries, or (ii) acquisitions in connection with
the origination of mortgages by the Company or any of its Subsidiaries;

          (b) the sale or other disposition, in any single or series of related
transactions, of assets of the Company or its Subsidiaries for aggregate
consideration having a Fair Market Value in excess of $75 million; PROVIDED,
HOWEVER that this Section 4.7(b) shall not apply to (i) the sale of other
disposition of any business or asset by an investment fund that is controlled by
the Company or any of its Subsidiaries in connection with the ordinary course
conduct of the investment advisory and management business of the Company or any
of its Subsidiaries, or (ii) sales or dispositions in connection with the
origination of mortgages by the Company or any of its Subsidiaries;

          (c) incur Indebtedness, unless such Indebtedness would (i) be
permitted pursuant to the terms of the documents governing the senior and senior
subordinated Indebtedness entered into by the Company and CBRE in connection
with the closing of the Merger as in effect on the Closing Date of the Merger
(including any refinancing or replacement of such Indebtedness in an equal or
lesser aggregate principal amount) or (ii) immediately following such incurrence
the ratio of (x) the consolidated Indebtedness of the Company and its
subsidiaries determined in accordance with United States generally accepted
accounting principles applied in a manner consistent with the Company's
consolidated financial statements to (y) the Twelve-Month Normalized EBITDA,
does not exceed 4.5:1; or

          (d) issue capital stock of the Company (or options, warrants or other
securities to acquire capital stock of the Company) to employees, directors or
consultants of the Company or any of its Subsidiaries if such issuances, in the
aggregate, exceed 5% of the total amount of outstanding capital stock of the
Company immediately after the Closing on a fully diluted basis (i.e., assuming
the exercise, exchange or conversion of all Equity Securities that are
exercisable, exchangeable or convertible into Common Stock), other than (i)
issuances to employees, directors or consultants of the Company and its
Subsidiaries of up to 25% of the capital stock of the Company on a fully-diluted
basis within six (6) months of the closing of the Merger and (ii) issuances in
amounts equal to the capital stock of the Company repurchased by the Company
from, or the options, warrants or other securities to acquire capital stock
cancelled by the Company or its Subsidiaries or terminated or expired without
prior exercise with respect to, Persons who, at the time of such repurchase,
cancellation, termination or expiration, were current or former employees,
directors or consultants of the Company or its Subsidiaries.


                                       36



   4.8.   BOARD OF DIRECTORS OF CBRE.
          --------------------------

          Prior to an Initial Public Offering, the Company agrees to cause the
Board of Directors of CBRE (the "CBRE Board") to be comprised of the same
individuals as comprise the Board pursuant to Section 4.1 of this Agreement.

V  OTHER AGREEMENTS

   5.1.   FINANCIAL INFORMATION.
          ---------------------

          (a) Within 90 days after the end of each fiscal year of the Company,
the Company will furnish each Securityholder who is a Material Securityholder a
consolidated balance sheet of the Company, as at the end of such fiscal year,
and a consolidated statement of income and a consolidated statement of cash
flows of the Company, for such year, all prepared in accordance with generally
accepted accounting principles consistently applied and setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail. Such financial statements shall be accompanied by a report
and opinion thereon by independent public accountants of national standing
selected by the Board.

          (b) The Company will furnish each Securityholder who is a Material
Securityholder within 45 days after the end of the first, second and third
quarterly accounting periods in each fiscal year of the Company, a consolidated
balance sheet of the Company as of the end of each such quarterly period, and a
consolidated statement of income and a consolidated statement of cash flows of
the Company for such period and for the current fiscal year to date, prepared in
accordance with generally accepted accounting principles, with the exception
that no notes need be attached to such statements and year-end audit adjustments
may not have been made.

          (c) The Company will furnish each Securityholder who is a Material
Securityholder any monthly financial statements of the Company that are provided
to the Board no later than five (5) days after the day upon which first
furnished to the Board.

   5.2.   INSPECTION RIGHTS.
          -----------------

          Each Securityholder who is a Material Securityholder shall have the
right to visit and inspect any of the books, records and properties of the
Company or any of its Subsidiaries, and to discuss the affairs, finances and
accounts of the Company or any of its Subsidiaries with its officers and
independent aviators, and to review such information as is reasonably requested,
all at such reasonable times and as often as may be reasonably requested.

   5.3.   CONFIDENTIALITY OF RECORDS.
          --------------------------

          Each Securityholder agrees to use, and to use all reasonable efforts
to insure that its authorized representatives use, the same degree of care as
such Securityholder uses to protect its own confidential information to keep
confidential any information furnished to it which the Company identifies as
being confidential or proprietary (so long as such information is not in the
public domain); PROVIDED, HOWEVER, that any Securityholder may disclose such
confidential or proprietary information without the prior written consent of the
other parties hereto (i) to any


                                       37



"Related Party" (as defined below) for the purpose of evaluating an investment
in the Company so long as such Related Party is advised of the confidentiality
provisions of this Section 5.3 and agrees to comply with such provisions, (ii)
if such information is publicly available or (iii) if disclosure is requested or
compelled by legal proceedings, subpoena, civil investigative demands or similar
proceedings, (iv) if such information was obtained by such Securityholder either
independently without breaching this Section 5.3, or from a party not known to
such Securityholder to be subject to a confidentiality agreement or (v) to any
proposed transferee of Restricted Securities from a Securityholder for the
purpose of evaluating an investment in the Company so long as such proposed
transferee either executes and delivers to the Company a confidentiality
agreement with terms no less favorable to the Company than those set forth in
this Section 5.3 or is advised of the confidentiality provisions of this Section
5.3 and agrees in a signed writing delivered to the Company to comply with such
provisions. Any Securityholder who provides proprietary or confidential
information to a Related Party shall be liable for any breach by such Related
Party of the confidentiality provisions of this Section 5.3. For purposes of
this Section 5.3, "Related Party" shall mean, with respect to any
Securityholder, (A) any partner, member, director, officer or employee of such
Securityholder or (B) any Affiliate of such Securityholder.

   5.4.   INDEMNIFICATION.
          ---------------

          (a) The Company shall indemnify and hold harmless (x) each
Securityholder and each of their respective Affiliates and any controlling
Person of any of the foregoing, (y) each of the foregoing's respective
directors, officers, employees and agents and (z) each of the heirs, executors,
successors and assigns of any of the foregoing from and against any and all
damages, claims, losses, expenses, costs, obligations and liabilities including,
without limiting the generality of the foregoing, liabilities for all reasonable
attorneys' fees and expenses (including attorney and expert fees and expenses
incurred to enforce the terms of this Agreement) (collectively, "Losses and
Expenses"), but excluding in each case any special or consequential damages
except to the extent part of any governmental or other third party claims
against the indemnified party, suffered or incurred by any such indemnified
Person or entity to the extent arising from, relating to or otherwise in respect
of, any governmental or other third party claim against such indemnified Person
that arises from, relates to or is otherwise in respect of (i) the business,
operations, liabilities or obligations of the Company or its Subsidiaries or
(ii) the ownership by such Securityholder or any of their respective Affiliates
of any equity securities of the Company (except to the extent such Losses and
Expenses (x) arise from any claim that such indemnified Person's investment
decision relating to the purchase or sale of such securities violated a duty or
other obligation of the indemnified Person to the claimant or (y) are finally
determined in a judicial action by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Securityholder
or its Affiliates) including, without limitation, any Losses and Expenses
arising from or under any federal, state or other securities law. The
indemnification provided by the Company pursuant to this Section 5.4 is separate
from and in addition to any other indemnification by the Company to which the
indemnified Person may be entitled, including, without limitation, pursuant to
the Certificate of Incorporation, the Bylaws, any indemnification agreements
with the Company and Section 3.9 hereto.


                                       38



          (b) With respect to third-party claims, all claims for indemnification
by an indemnified Person (an "Indemnified Party") hereunder shall be asserted
and resolved as set forth in this Section 5.4. In the event that any written
claim or demand for which the Company would be liable to any Indemnified Party
hereunder is asserted against or sought to be collected from any Indemnified
Party by a third party, such Indemnified Party shall promptly notify the Company
in writing of such claim or demand (the "Claim Notice"), provided that the
failure to promptly provide a Claim Notice will not affect an Indemnified
Party's right to indemnification except to the extent such failure materially
prejudices the Company. The Company shall have twenty (20) days from the date of
receipt of the Claim Notice (the "Notice Period") to notify the Indemnified
Party (i) whether or not the Company disputes the liability of the Company to
the Indemnified Party hereunder with respect to such claim or demand and (ii)
whether or not it desires to defend the Indemnified Party against such claim or
demand. All costs and expenses incurred by the Company in defending such claim
or demand shall be a liability of, and shall be paid by, the Company. Except as
hereinafter provided, in the event that the Company notifies the Indemnified
Party within the Notice Period that it desires to defend the Indemnified Party
against such claim or demand, the Company shall have the right to defend the
Indemnified Party by appropriate proceedings and shall have the sole power to
direct and control such defense; provided, however, that (1) if the Indemnified
Party reasonably determines that there may be a conflict between the positions
of the Company and of the Indemnified Party in conducting the defense of such
claim or that there may be legal defenses available to such Indemnified Party
different from or in addition to those available to the Company, then counsel
for the Indemnified Party shall be entitled to conduct the defense at the
expense of the Company to the extent reasonably determined by such counsel to be
necessary to protect the interests of the Indemnified Party and (2) in any
event, the Indemnified Party shall be entitled at its cost and expense to have
counsel chosen by such Indemnified Party participate in, but not conduct, the
defense. The Indemnified Party shall not settle a claim or demand without the
consent of the Company. The Company shall not, without the prior written consent
of the Indemnified Party, settle, compromise or offer to settle or compromise
any such claim or demand on a basis which would result in the imposition of a
consent order, injunction or decree which would restrict the future activity or
conduct of the Indemnified Party or any Subsidiary or Affiliate thereof or if
such settlement or compromise does not include an unconditional release of the
Indemnified Party for any liability arising out of such claim or demand. If the
Company elects not to defend the Indemnified Party against such claim or demand,
whether by not giving the Indemnified Party timely notice as provided above or
otherwise, then the amount of any such claim or demand or, if the same be
contested by the Indemnified Party, that portion thereof as to which such
defense is unsuccessful (and the reasonable costs and expenses pertaining to
such defense) shall be the liability of the Company hereunder. The Indemnified
Party and Company shall each render to each other such assistance as may
reasonably be requested in order to insure the proper and adequate defense of
any such claim or proceeding.

          (c) If the indemnification provided for in this Section 5.4 is
unavailable or insufficient to hold harmless an Indemnified Party under this
Section 5.4, then the Company, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of the Losses and Expenses referred to in this Section 5.4: (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Indemnified Party from the matter giving rise to indemnification
hereunder or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as


                                       39



is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company and the Indemnified Party
in connection with the matter that resulted in such Losses and Expenses, as well
as any other relevant equitable considerations. Relative fault shall be
determined by reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent the
matter giving rise to such Losses and Expenses.

          (d) The parties agree that it would not be just and equitable if
contributions pursuant to Section 5.4(c) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to in the first sentence of Section
5.4(c). The amount paid by any indemnified party as a result of the losses,
claims, damages or liabilities, or actions in respect thereof, referred to in
the first sentence of Section 5.4(c) shall be deemed to include any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigation, preparing to defend or defending against any claim which is the
subject of Section 5.4.

          (e) As long as it is reasonably attainable at a reasonable price, the
Company will maintain directors' and officers' insurance in an amount to be
determined in good faith by the Company's board of directors to be consistent
with insurance provided to officers and directors of comparable companies.

VI  MISCELLANEOUS

    6.1.  ADDITIONAL SECURITIES SUBJECT TO AGREEMENT.
          ------------------------------------------

          (a) Subject to the following sentence, each Securityholder agrees that
any other equity securities of the Company which they hereafter acquire by means
of a stock split, stock dividend, distribution, exercise or conversion of
securities or otherwise will be subject to the provisions of this Agreement to
the same extent as if held on the date hereof. Notwithstanding anything to the
contrary stated herein, this Agreement (other than Article IV, it being
understood that Wirta and White will vote all such equity securities in
accordance with Article IV even if they are not otherwise subject to this
Agreement) shall not apply to any shares of Common Stock or any options to
acquire Common Stock granted to, or purchased by, Wirta or White, which are
subject to the terms of a subscription agreement with the Company (the
"Management Securities"), and any references to Common Stock or Equity
Securities held or beneficially owned by Wirta or White shall not include any
Management Securities other than for purposes of Article IV hereof.

   6.2.   TERM.
          ----

          This Agreement will be effective from and after the date hereof and
will terminate with respect to the provisions referred to below as follows: (i)
with respect to Sections 4.1, 4.3, 4.4, 4.5, 4.6, 4.7, 5.1 and 5.2, upon
completion of an IPO; (ii) with respect to Sections 2.1(b), 2.2, 2.3, 2.4, 2.5
and 2.6, upon the expiration of the Restricted Period; (iii) with respect to
Article III (other than Sections 3.9 and 3.14) at such time as set forth in
Section 3.7; (iv) with respect to Sections 3.9 and 5.4, upon the expiration of
the applicable statutes of limitations; and (iv) with respect to all Sections
(other than Sections 3.9, 3.14 and 5.4), upon (A) the sale of all or


                                       40



substantially all of the equity interests in the Company to a Third Party
whether by merger, consolidation or securities or otherwise, or (B) approval in
writing by BLUM, the FS Parties and the holders of a majority of the shares of
Common Stock owned by the following Persons voting as a group: the Management
Parties, the Note Investor Parties and the Other Non-Management Parties.

   6.3.   NOTICES.
          -------

          All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made (and shall be deemed to
have been duly given or made upon receipt) by delivery in person, by courier
service, by cable, by telecopy, by telegram, by telex or registered or certified
mail (postage prepaid, return receipt requested) to the respective parties at
the addresses set forth below (or at such other address for a party as shall be
specified in a notice given in accordance with this Section 6.3):

          (a) If to the Company or to CBRE:

              CB Richard Ellis Services, Inc.
              200 North Sepulveda Blvd.
              El Segundo, CA  90245-4380
              Attn:  Walter Stafford, General Counsel
              Fax:   (415) 733-5555

              with a copy to (which copy shall not be deemed notice pursuant to
              this Section 6.3):

              Simpson Thacher & Bartlett
              3330 Hillview Avenue
              Palo Alto, CA  94304
              Attn:  Richard Capelouto
              Fax:  (650) 251-5002

          (b) If to BLUM or any of its Affiliates:

               c/o BLUM Capital Partners, L.P.
               909 Montgomery Street, Suite 400
               San Francisco, CA  94133
               Attn:  Murray A. Indick, General Counsel
               Fax:   (415) 434-3130

               with a copy to (which copy shall not be deemed notice pursuant to
               this Section 6.3):

               Simpson Thacher & Bartlett
               3330 Hillview Avenue
               Palo Alto, CA  94304
               Attn:  Richard Capelouto
               Fax:   (650) 251-5002


                                       41



          (c) If to any of the FS Parties or any of their Affiliates:

              c/o Freeman Spogli & Co., Inc.
              11100 Santa Monica Blvd., Suite 1900
              Santa Monica, CA  90025
              Attn:  J. Frederick Simmons
              Fax:   (310) 444-1870

              with a copy to (which copy shall not be deemed notice pursuant to
              this Section 6.3):

              Riordan & McKinzie
              California Plaza
              29th Floor, 300 South Grand Ave.
              Los Angeles, CA  90071
              Attn:  Roger H. Lustberg
              Fax:   (213) 229-8550

          (d) If to any of the Management Parties or Koll, to the address set
forth below their name on the signature pages to this Agreement, with a copy to
(which copy shall not be deemed notice pursuant to this Section 6.3):

              O'Melveny & Myers LLP
              610 Newport Center Drive, 17th Floor
              Newport Beach, CA  92660-6429
              Attn:  Gary J. Singer
              Fax:   (949) 823-6994

          (e) If to Malek:

              c/o Thayer Capital Partners
              1455 Pennsylvania Avenue, N.W., Suite 350
              Washington, D.C. 20004
              Fax:  (202) 371-0391

              with a copy to (which copy shall not be deemed notice pursuant to
              this Section 6.3):

              Kirkland & Ellis
              655 Fifteenth Street, N.W.
              Suite 1200
              Washington, D.C. 20005
              Attn:  Terrance Bessey
              Fax:  (202) 879-5200


                                       42



          (f) If to any of the Note Investor Parties:

               DLJ Investment Funding, Inc.
               277 Park Avenue
               New York, New York 10172
               Attn:  Joseph Ehrlich
               Fax:   (212) 892-0064

               with a copy to (which copy shall not be deemed notice pursuant to
               this Section 6.3):

               Cahill Gordon & Reindel
               80 Pine Street
               New York, NY 10005-1702
               Attn:  John J. Schuster
               Fax:  (212) 269-5420

          (g) If to CalPERS:

              CalPERS
              Lincoln Plaza
              400 P Street, Rm. 3492
              Sacramento, CA 95814
              Attn:  Rick Hayes
                     Leon Shahinian
                     Marte Castanos
              Fax:   (916) 326-3344

              With a copy to:

              Pacific Corporate Group
              1200 Prospect Street
              La Jolla, CA 92037
              Attn:  Walter Fitzsimmons
              Fax:   (858) 456-6018

   6.4.   FURTHER ASSURANCES.
          ------------------

          The parties hereto will sign such further documents, cause such
meetings to be held, resolutions passed, exercise their votes and do and perform
and cause to be done such further acts and things as may be necessary in order
to give full effect to this Agreement and every provision hereof.

   6.5.   NON-ASSIGNABILITY.
          -----------------

          This Agreement will inure to the benefit of and be binding on the
parties hereto and their respective successors and permitted assigns. This
Agreement may not be assigned by any party hereto without the express prior
written consent of the other parties, and any attempted


                                       43



assignment, without such consents, will be null and void; PROVIDED, HOWEVER,
that with respect to any Person who acquires any Restricted Securities from any
Securityholder in compliance with the terms hereunder: (a) such Securityholder
making such Transfer shall, prior to such Transfer, furnish to the Company
written notice of the name and address of such transferee, and (b)(i) in the
case of any Transfer from BLUM or Blum Strategic, (A) if such Person acquires a
majority of the Common Stock beneficially owned by BLUM or Blum Strategic
respectively, BLUM or Blum Strategic, as the case may be, shall have the right
to assign to such Person all of the rights and obligations of BLUM or Blum
Strategic, as the case may be, hereunder, (B) if such Person acquires less than
a majority of the Common Stock beneficially owned by BLUM or Blum Strategic,
such Person shall assume and be entitled to all of the rights and obligations of
a BLUM Holder under Article III hereof, and (C) in any case, such Person shall
execute and deliver to the Company an Assumption Agreement and assume and be
entitled to all of the rights and obligations of a Holder hereunder, (ii) in the
case of an assignment by BLUM of its rights pursuant to Section 2.2 hereto, such
assignee or assignees shall assume and be entitled to all of the rights and
obligations of a BLUM Holder under Article III hereof and shall execute and
deliver to the Company an Assumption Agreement and assume and be entitled to all
of the rights and obligations of a Holder hereunder, (iii) in the case of any
Transfer from any of the FS Parties, (A) such Person shall assume all of the
rights and obligations of an FS Party hereunder and shall execute and deliver to
the Company an Assumption Agreement, and (B) in addition, if such Person
acquires a majority of the Common Stock beneficially owned by the FS Entities at
the time of such transfer and following such acquisition such Person
beneficially owns at least 10% of the outstanding Common Stock, the FS Entities
shall have the right to assign to such Person all of the rights and obligations
of the FS Entities under Section IV of this Agreement, (iv) in the case of any
Transfer from a Note Investor Party, such Person shall assume and be entitled to
all of the rights and obligations of a Note Investor Party hereunder and execute
and deliver to the Company an Assumption Agreement, (v) in the case of any
Transfer from an Other Non-Management Party, such Person shall assume and be
entitled to all of the rights and obligations of an Other Non-Management Party
hereunder and execute and deliver to the Company an Assumption Agreement, and
(vi) in the case of any Transfer from a Management Party, such Person shall
assume and be entitled to all of the rights and obligations of a Management
Party hereunder and execute and deliver to the Company an Assumption Agreement.

   6.6.   AMENDMENT; WAIVER.
          -----------------

          This Agreement may be amended, supplemented or otherwise modified only
by a written instrument executed by (a) the Company, (b) BLUM, so long as BLUM
and its Affiliates own in the aggregate more Common Stock than the aggregate
amount of Common Stock owned by any other Person and its Affiliates, and (c) the
holders of a majority of the Restricted Securities held by the Securityholders;
PROVIDED, HOWEVER that no such amendment, supplement or modification shall
adversely affect (i) the FS Parties relative to either BLUM fund without the
prior written consent of the holders of a majority of the Restricted Securities
held by the FS Parties at such time, (ii) the Note Investor Parties relative to
either BLUM Fund without the prior written consent of the holders of a majority
of the shares of the Restricted Securities held by the Note Investor Parties at
such time, (iii) the Other Non-Management Parties relative to either BLUM Fund
without the prior written consent of the holders of a majority of the shares of
Common Stock held by the Other Non-Management Parties at such time, and (iv) the


                                       44



Management Parties relative to either BLUM Fund without the prior written
consent of the holders of a majority of the shares of Common Stock held by the
Management Parties at such time; PROVIDED, FURTHER that no such amendment,
supplement or modification shall amend or modify in a manner adverse to Note
Investors the agreements herein to which the Class B Securityholders are subject
with respect to the voting of shares of voting capital stock without the prior
written consent of the holders of a majority of the Restricted Securities held
by the Note Investor Parties at such time. No waiver by any party of any of the
provisions hereof will be effective unless explicitly set forth in writing and
executed by the party so waiving. Except as provided in the preceding sentence,
no action taken pursuant to this Agreement, including without limitation, any
investigation by or on behalf of any party, will be deemed to constitute a
waiver by the party taking such action of compliance with any covenants or
agreements contained herein. The waiver by any party hereto of a breach of any
provision of this Agreement will not operate or be construed as a waiver of any
subsequent breach.

   6.7.   THIRD PARTIES.
          -------------

          This Agreement does not create any rights, claims or benefits inuring
to any Person that is not a party hereto nor create or establish any third party
beneficiary hereto.

   6.8.   GOVERNING LAW.
          -------------

          This Agreement will be governed by, and construed in accordance with,
the laws of the State of Delaware, applicable to contracts executed and to be
performed entirely within that state.

   6.9.   SPECIFIC PERFORMANCE.
          --------------------

          Without limiting or waiving in any respect any rights or remedies of
the parties hereto under this Agreement now or hereinafter existing at law or in
equity or by statute, each of the parties hereto will be entitled to seek
specific performance of the obligations to be performed by the other in
accordance with the provisions of this Agreement.

   6.10.  ENTIRE AGREEMENT.
          ----------------

          This Agreement sets forth the entire understanding of the parties
hereto with respect to the subject matter hereof.

   6.11.  TITLES AND HEADINGS.
          -------------------

          The section headings contained in this Agreement are for reference
purposes only and will not affect the meaning or interpretation of this
Agreement.

   6.12.  SEVERABILITY.
          ------------

          If any provision of this Agreement is declared by any court of
competent jurisdiction to be illegal, void or unenforceable, all other
provisions of this Agreement will not be affected and will remain in full force
and effect.


                                       45



   6.13.  COUNTERPARTS.
          ------------

          This Agreement may be executed in any number of counterparts, each of
which will be deemed to be an original and all of which together will be deemed
to be one and the same instrument.

   6.14.  OWNERSHIP OF SHARES.
          -------------------

          Whenever a provision of this Agreement refers to shares of Common
Stock owned by a Securityholder or owned by a Securityholder and its Affiliates,
such provision shall be deemed to refer to those shares owned of record by such
Securityholder or such Securityholder and its Affiliates, as applicable, and
shall not be deemed to include other Restricted Securities that such
Securityholder (or such Securityholder and its Affiliates, if applicable) may be
deemed to beneficially own due to the provisions of this Agreement and/or any
other agreements, arrangements or understandings among the parties hereto
relating to the voting or Transfer of Restricted Securities.

   6.15.  BLUM AFFILIATES.
          ---------------

          BLUM and Blum Strategic hereby acknowledge that they are Affiliates of
each other for purposes of this Agreement.



                                       46



          IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement or caused this Agreement to be executed on its behalf as of the date
first written above.

                          CBRE HOLDING, INC.


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


                          CB RICHARD ELLIS SERVICES, INC.


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


                          RCBA STRATEGIC PARTNERS, L.P.

                          By:    RCBA GP, L.L.C., its general partner


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


                          BLUM STRATEGIC PARTNERS II, L.P.

                          By:    Blum Strategic GP II, L.L.C., its general
                                 partner


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


                          DLJ INVESTMENT FUNDING, INC.


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


                                       47



                           FS EQUITY PARTNERS III, L.P.

                           By:    FS Capital Partners, L.P., its general
                                  partner

                                  By:    FS Holdings, Inc., its general
                                         partner


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


                           FS EQUITY PARTNERS INTERNATIONAL, L.P.

                           By:    FS&Co. International, L.P., its general
                                  partner

                                  By:  FS International Holdings Limited,
                                       its general partner


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



                                       48



                           THE KOLL HOLDING COMPANY


                           ________________________________________
                           By:

                           ________________________________________
                           Frederic V. Malek


                           MANAGEMENT INVESTORS:


                           ________________________________________
                           Raymond E. Wirta


                           ________________________________________
                           W. Brett White



                                       49


                           CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM


                           ________________________________________
                           By:




                                       50



                           OTHER NOTE INVESTORS:

                           CREDIT SUISSE FIRST BOSTON CORPORATION


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


                                       51



                                CONSENT OF SPOUSE

          In consideration of the execution of the foregoing Securityholders'
Agreement among CBRE Holding, Inc., CB Richard Ellis Services, Inc., RCBA
Strategic Partners, L.P., Blum Strategic Partner, L.P., FS Equity Partners III,
L.P., FS Equity Partners International, L.P., DLJ Investment Funding, Inc.,
Credit Suisse First Boston Corporation, The Koll Holding Company, CalPERS,
Frederic V. Malek and the Management Investors named therein, I, Kathi Koll, the
spouse of Donald M. Koll, do hereby join with my spouse in executing the
foregoing Securityholders' Agreement and do hereby agree to be bound by all of
the terms and provisions thereof.

Dated as of July 20, 2001
                                          ------------------------------------
                                                      Kathi Koll






                                CONSENT OF SPOUSE

          In consideration of the execution of the foregoing Securityholders'
Agreement among CBRE Holding, Inc., CB Richard Ellis Services, Inc., RCBA
Strategic Partners, L.P., Blum Strategic Partners, L.P., FS Equity Partners III,
L.P., FS Equity Partners International, L.P., DLJ Investment Funding, Inc.,
Credit Suisse First Boston Corporation, The Koll Holding Company, CalPERS,
Frederic V. Malek and the Management Investors named therein, I, Marlene Malek,
the spouse of Frederic V. Malek, do hereby join with my spouse in executing the
foregoing Securityholders' Agreement and do hereby agree to be bound by all of
the terms and provisions thereof.

Dated as of July 20, 2001
                                        ------------------------------------
                                                    Marlene Malek






                                CONSENT OF SPOUSE

          In consideration of the execution of the foregoing Securityholders'
Agreement among CBRE Holding, Inc., CB Richard Ellis Services, Inc., RCBA
Strategic Partners, L.P., Blum Strategic Partners, L.P., FS Equity Partners III,
L.P., FS Equity Partners International, L.P., DLJ Investment Funding, Inc.,
Credit Suisse First Boston Corporation, The Koll Holding Company, CalPERS,
Frederic V. Malek and the Management Investors named therein, I, Sandra Wirta,
the spouse of Raymond E. Wirta, do hereby join with my spouse in executing the
foregoing Securityholders' Agreement and do hereby agree to be bound by all of
the terms and provisions thereof.

Dated as of July 20, 2001
                                          ------------------------------------
                                                       Sandra Wirta






                                CONSENT OF SPOUSE

          In consideration of the execution of the foregoing Securityholders'
Agreement among CBRE Holding, Inc., CB Richard Ellis Services, Inc., RCBA
Strategic Partners, L.P., Blum Strategic Partners, L.P., FS Equity Partners III,
L.P., FS Equity Partners International, L.P., DLJ Investment Funding, Inc.,
Credit Suisse First Boston Corporation, The Koll Holding Company, CalPERS,
Frederic V. Malek and the Management Investors named therein, I, Danielle White,
the spouse of W. Brett White, do hereby join with my spouse in executing the
foregoing Securityholders' Agreement and do hereby agree to be bound by all of
the terms and provisions thereof.

Dated as of July 20, 2001
                                         ------------------------------------
                                                      Danielle White






                                                                      EXHIBIT A


                          FORM OF ASSUMPTION AGREEMENT

                                               [DATE]

To the Parties to the Securityholders' Agreement dated as of July 20, 2001

Dear Sirs or Madams:

          Reference is made to the Securityholders' Agreement, dated as of July
20, 2001 (the "Securityholders' Agreement"), among CBRE Holding, Inc., CB
Richard Ellis Services, Inc., RCBA Strategic Partners, L.P., Blum Strategic
Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners International,
DLJ Investment Funding, Inc., The Koll Holding Company, CalPERS, Frederic V.
Malek, and the individuals identified on the signature pages thereto as "Other
Note Purchasers" and "Management Investors."

          In consideration of the representations, covenants and agreements
contained in the Securityholders' Agreement, the undersigned hereby confirms and
agrees that it shall be bound by all or certain of the provisions thereof in the
manner set forth in Section 6.5 thereto.

          This Assumption Agreement will be governed by, and construed in
accordance with, the laws of the State of Delaware, applicable to contracts
executed and to be performed entirely within that state.

                                            Very truly yours,



                                            [Transferee]






                                CONSENT OF SPOUSE

          In consideration of the execution of the foregoing Assumption
Agreement with respect to the Securityholders' Agreement among CBRE Holding,
Inc., CB Richard Ellis Services, Inc., RCBA Strategic Partners, L.P., Blum
Strategic Partners, L.P., FS Equity Partners III, L.P., FS Equity Partners
International, L.P., DLJ Investment Funding, Inc., [Other Note Purchasers], The
Koll Holding Company, CalPERS, Frederic V. Malek and the Management Investors
named therein,

          I, _______________________, the spouse of [Transferee], do hereby join
with my spouse in executing the foregoing Assumption Agreement and do hereby
agree to be bound by all of the terms and provisions thereof.

Dated as of ______________ ____, 20__
                                           ------------------------------------
                                           [Spouse]

EX-25

                                                              Exhibit 25

                                WARRANT AGREEMENT

          THIS WARRANT AGREEMENT (the "Agreement") is made and entered into as
of July 20, 2001 between CBRE Holding, Inc., a Delaware corporation (the
"Company") and FS Equity Partners III, L.P., a Delaware limited partnership
("FSEP"), and FS Equity Partners International, L.P., a Delaware limited
partnership ("FSEP International," and together with FSEP, the "FS Parties").

          WHEREAS, pursuant to that certain Agreement and Plan of
Reorganization, dated as of May 14, 1997 by and among CB Richard Ellis
Services,Inc. (successor to CB Commercial Real Estate Services Group, Inc.)
("CBRE"), Koll Real Estate Services ("KRES") and the other parties listed
therein, KRES merged with a subsidiary of CBRE and the holders of shares of
common stock of KRES, including the FS Parties, and options exercisable into
shares of common stock of KRES received warrants (the "Old Warrants") to
purchase up to an aggregate of 500,000 shares of the Common Stock of CBRE;

          WHEREAS, pursuant to that certain Amended and Restated Agreement and
Plan of Merger (the "Merger Agreement"), dated as of May 31, 2001, by and among,
CBRE, the Company and BLUM CB Corp., a Delaware corporation and wholly owned
subsidiary of the Company (the "Acquiror"), the Acquiror will merge with and
into CBRE, such that CBRE shall become a wholly owned subsidiary of the Company;
and

          WHEREAS, pursuant to that certain Amended and Restated Contribution
and Voting Agreement, dated as of May 31, 2001, by and among, the Company, the
FS Parties and the other parties thereto, upon the Closing, among other things,
(i) the Company shall cancel the Old Warrants, and (ii) the FS Parties shall
receive, in the aggregate, warrants, evidenced by a Warrant Certificate in
substantially the form attached hereto as Exhibit A (the "Warrants"), to
purchase up to an aggregate of [number of shares of Common Stock equal to the
number that represents the same percentage of the total outstanding shares of
Common Stock immediately after consummation of the Merger (with respect to the
Company) as the warrants to acquire 364,884 shares of CBRE Common Stock entitled
Freeman Spogli immediately prior to the consummation of the Merger (with respect
to CBRE)] shares (the "Warrant Shares") of the Class B Common Stock, par value
$.01 per share (the "Common Stock"), of the Company.

          NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows (capitalized
terms used herein and not otherwise defined have the meanings ascribed thereto
in the Merger Agreement):

      SECTION 1.     OPTIONAL EXERCISE OF WARRANT.
                     ----------------------------

          Subject to the terms of this Agreement, each holder of a Warrant may,
at any time on and after August 26, 2007, but not later than August 27, 2007
(the "Expiration Date"), exercise this Warrant in whole at any time or in part
from time to time for the number of Warrant Shares which such holder is then
entitled to purchase hereunder.

          Each holder of a Warrant may exercise such Warrant, in whole or in
part by either of the following methods:


                                       1



               (a) delivering to the Company at its office maintained for
          such purpose pursuant to Section 12(d): (i) a written notice of such
          holder's election to exercise such Warrant, which notice shall specify
          the number of Warrant Shares to be purchased, (ii) the Warrant and
          (iii) a sum equal to the Exercise Price (as set forth in the Warrant)
          therefor payable in immediately available funds; or

               (b) The holder of a Warrant may also exercise such Warrant,
          in whole or in part, in a "cashless" or "net-issue" exercise by
          delivering to the Company at its office maintained for such purpose
          pursuant to Section 12(d): (i) a written notice of such holder's
          election to exercise such Warrant, which notice shall specify the
          number of Warrant Shares to be delivered to such holder and the number
          of Warrant Shares with respect to which such Warrant is being
          surrendered in payment of the aggregate Exercise Price for the Warrant
          Shares to be delivered to the holder, and (ii) the Warrant. For
          purposes of this provision, all Warrant Shares as to which the Warrant
          is surrendered will be attributed a value equal to (x) the current
          market price per share of Common Stock (determined in the manner set
          forth in Section 7(f)) minus (y) the current Exercise Price per share
          of Common Stock.

          Such notice may be in the form of Election to Purchase substantially
in the form of Exhibit B attached hereto. Upon delivery thereof, together with
the Warrant and the Exercise Price, as applicable, and such holder becoming a
party to the Securityholders' Agreement, dated as of the date hereof (the
"Securityholders' Agreement"), by and among the Company, the FS Parties and the
other parties thereto if such holder shall not already be a party thereto, the
Company shall cause to be executed and delivered to such holder within five
business days a certificate or certificates representing the aggregate number of
fully-paid and nonassessable shares of Common Stock issuable upon such exercise.

          The stock certificate or certificates for Warrant Shares so delivered
shall be in such denominations as may be specified in said notice and shall be
registered in the name of such holder or such other name or names as shall be
designated in said notice. Such certificate or certificates shall be deemed to
have been issued and such holder or any other person so designated to be named
therein shall be deemed to have become a holder of record of such shares,
including to the extent permitted by law the right to vote such shares or to
consent or to receive notice as a stockholder (subject to the terms of the
Securityholders' Agreement), as of the time said notice is delivered to the
Company as aforesaid; PROVIDED that such shares shall be subject to the
provisions of the Securityholders' Agreement. If a Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said
certificate or certificates, deliver to such holder a new Warrant dated the date
it is issued, evidencing the rights of such holder to purchase the remaining
Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant, or, at the request of such holder,
appropriate notation may be made on this Warrant and the Warrant shall be
returned to such holder.

          All Warrant Shares issuable upon the exercise of a Warrant shall be
validly issued, fully paid and nonassessable and free from all liens and other
encumbrances thereon, other than liens or other encumbrances created by the
holder thereof or the restrictions set forth in the Securityholders' Agreement.


                                       2



          The Company will not close its books against the transfer of a Warrant
or of any Warrant Shares in any manner which interferes with the timely exercise
of a Warrant. The Company will from time to time take all such action as may be
necessary to assure that the par value per share of the unissued Common Stock
acquirable upon exercise of a Warrant is at all times equal to or less than the
Exercise Price then in effect.

     SECTION 2.     AUTOMATIC EXERCISE OF WARRANT.
                    -----------------------------

          Notwithstanding the prior delivery of a notice pursuant to Section 1
hereto, in the event an Automatic Exercise Event (as defined below) occurs prior
to the Expiration Date, without any action by the Company or the FS Parties, the
Warrants shall automatically be exercised in a "cashless" or "net issue"
exercise pursuant to which (i) the Exercise Price shall be paid to the Company
entirely in Warrant Shares (or such other consideration as set forth in Section
7(l) hereto), which for purposes of this provision, will be attributed a value
equal to (x) the current market price per share of Common Stock (determined in
the manner set forth in Section 7(f)) to the holders thereof minus (y) the
current Exercise Price per share of Common Stock, and (ii) the Company, subject
to the following paragraph of this Section 2, shall deliver to the holders
thereof the number of Warrant Shares remaining after subtracting the Exercise
Price; PROVIDED, HOWEVER that if, upon an Automatic Exercise Event, the amount
set forth in subclause (y) of the foregoing clause (i) shall be equal to or
greater than the amount set forth in subclause (x) of the foregoing clause (i),
then the Warrants, without any action by the Company or the FS Parties, shall be
cancelled and shall cease to represent the right to receive any Warrant Shares
or other security, property or asset of the Company or any surviving entity.

          As soon as practicable after an Automatic Exercise Event, the Company
shall deliver a notice of such Automatic Exercise Event to each of the holders
of the Warrants. Upon delivery of the Warrants to the Company by a holder
thereof and such holder becoming a party to the Securityholders' Agreement, if
such holder shall not already be a party thereto, the Company shall cause to be
executed and delivered to such holder within five business days a certificate or
certificates representing the aggregate number of fully-paid and nonassessable
shares of Common Stock issuable as a result of such Automatic Exercise Event.

          The stock certificate or certificates for Warrant Shares so delivered
shall be in such denominations as may be specified by the Warrant holders and
shall be registered in the name of such holder or such other name or names as
shall be designated by the Warrant holders. Such certificate or certificates
shall be deemed to have been issued and such holder or any other person so
designated to be named therein shall be deemed to have become a holder of record
of such shares, including to the extent permitted by law the right to vote such
shares or to consent or to receive notice as a stockholder (subject to the terms
of the Securityholders' Agreement), as of the time of the Automatic Exercise
Event; PROVIDED that such shares shall be subject to the provisions of the
Securityholders' Agreement.

          All Warrant Shares issuable upon an Automatic Exercise Event shall be
validly issued, fully paid and nonassessable and free from all liens and other
encumbrances thereon, other than liens or other encumbrances created by the
holder thereof or the restrictions set forth in the Securityholders' Agreement.


                                       3



          The Company will not close its books against the transfer of a Warrant
or of any Warrant Shares in any manner which interferes with the exercise of a
Warrant pursuant to an Automatic Exercise Event. The Company will from time to
time take all such action as may be necessary to assure that the par value per
share of the unissued Common Stock acquirable upon exercise of a Warrant
pursuant to an Automatic Exercise Event is at all times equal to or less than
the Exercise Price then in effect.

          For purposes of this Agreement, an "Automatic Exercise Event" shall
mean either (a) the completion of a sale of shares of any class of the Common
Stock to the public pursuant to an effective registration statement (other than
a registration statement on Form S-8 or any similar or successor form) filed
under the Securities Act pursuant to which the Company becomes listed on a
national securities exchange or on the NASDAQ Stock Market (the "Initial Public
Offering"), (b) any "person" or "group," (each as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) other than BLUM Capital Partners, L.P. ("BLUM") and its affiliates, is or
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the total voting
power of the outstanding voting stock of the Company, including by way of
merger, consolidation or otherwise, and BLUM and its affiliates cease to control
the Company's Board of Directors, (c) any sale of all or substantially all of
the assets of the Company and its subsidiaries to any "person" or "group," (each
as defined in Rules 13d-3 and 13d-5 under the Exchange Act) other than BLUM and
its affiliates, or (d) any merger, consolidation or other transaction or series
or related transactions after the consummation of which the shares owned by the
holders of the Company's outstanding voting stock possessing a majority of the
voting power to elect the Company's Board of Directors immediately prior to the
occurrence of such transaction or transactions cease to constitute a majority of
the Company's outstanding voting stock possessing the voting power to elect the
Company's Board of Directors (or equivalent governing body).

     SECTION 3.     TRANSFER, DIVISION AND COMBINATION.
                    ----------------------------------

          Subject to the Securityholders' Agreement, the Warrants are, and all
rights thereunder are, transferable, in whole or in part, on the books of the
Company to be maintained for such purpose, upon (a) surrender of a Warrant at
the office of the Company maintained for such purpose pursuant to Section 12(d),
together with a written assignment of such Warrant duly executed by the holder
thereof or its agent or attorney and payment of funds sufficient to pay any
stock transfer taxes payable upon the making of such transfer, and (b) a signed
agreement by the assignee or assignees to become a party to the Securityholders'
Agreement prior to the exercise of such Warrant, provided, that, if Warrants are
transferred to any person or entity that is entitled to hold only Class A Common
Shares, par value $0.01, of the Company ("Class A Common Shares") pursuant to
the terms of the Company's Amended and Restated Certificate of Incorporation or
the Securityholders' Agreement then such transferred Warrants shall only be
exercisable for Class A Common Shares. Upon such surrender and, if required,
such payment, the Company shall, execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees and in the denominations specified in
such instrument of assignment, and the surrendered Warrant shall promptly be
canceled. If and when a Warrant is assigned in blank, the Company may (but shall
not be obligated to) treat the bearer thereof as the absolute owner of such
Warrant for all purposes and the Company shall not be affected by any notice to
the contrary. A Warrant, if properly assigned in compliance with this Section 3,
may be exercised


                                       4



by an assignee for the purchase of shares of Common Stock or Class A Common
Stock, as the case may be, without having a new Warrant issued.

          A Warrant may, be divided or combined with other Warrants upon
presentation at the aforesaid office of the Company, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued, signed by the holder hereof or its agent or attorney. Subject to
compliance with the preceding paragraph, as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

          The Company agrees to maintain at its aforesaid office books for the
registration and transfer of the Warrants.

     SECTION 4.     PAYMENT OF TAXES.
                    ----------------

          The Company will pay all documentary stamp taxes attributable to the
initial issuance of Warrant Shares upon the exercise of Warrants; PROVIDED,
HOWEVER, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Warrants
or any certificates for Warrant Shares in a name other than that of the
registered holder of a Warrant surrendered upon the exercise of a Warrant, and
the Company shall not be required to issue or deliver such Warrant unless or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

     SECTION 5.     MUTILATED OR MISSING WARRANTS.
                    -----------------------------

          In case any of the Warrant shall be mutilated, lost, stolen or
destroyed, the Company may in its discretion issue, in exchange and substitution
for and upon cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent number of Warrants, but only upon receipt
of evidence satisfactory to the Company of such loss, theft or destruction of
such Warrant and indemnity, if requested, also satisfactory to them. Applicants
for such substitute Warrants shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

     SECTION 6.     RESERVATION OF WARRANT SHARES.
                    -----------------------------

          The Company will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued Common
Stock or its authorized and issued Common Stock held in its treasury, for the
purpose of enabling it to satisfy any obligation to issue Warrant Shares upon
exercise of Warrants, the maximum number of shares of Common Stock which may
then be deliverable upon the exercise of all outstanding Warrants.

          The Company or, if appointed, the transfer agent for the Common Stock
(the "Transfer Agent") and every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be


                                       5



required for such purpose. The Company will keep a copy of this Agreement on
file with the Transfer Agent and with every subsequent transfer agent for any
shares of the Company's capital stock issuable upon the exercise of the rights
of purchase represented by the Warrants. The Company will furnish such Transfer
Agent a copy of all notices of adjustments and certificates related thereto
transmitted to each holder pursuant to Section 9 hereof.

     SECTION 7.     ADJUSTMENT OF EXERCISE PRICE.
                    ----------------------------

          The Exercise Price and the number of Warrant Shares issuable upon the
exercise of each Warrant are subject to adjustment from time to time upon the
occurrence of the events enumerated in this Section 7. For purposes of this
Section 7, "Common Stock" means shares now or hereafter authorized of any class
of common stock of the Company and any other stock of the Company, however
designated, that has the right (subject to any prior rights of any class or
series of preferred stock) to participate in any distribution of the assets or
earnings of the Company without limit as to per share amount.

                (a) ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.
                    --------------------------------------

          If the Company:

                    (1) pays a dividend or makes a distribution on its Common
          Stock in shares of its Common Stock;

                    (2) subdivides its outstanding shares of Common Stock into a
          greater number of shares;

                    (3) combines its outstanding shares of Common Stock into a
          smaller number of shares;

                    (4) makes a distribution on its Common Stock in shares of
          its capital stock other than Common Stock; or

                    (5) issues by reclassification of its Common Stock any
          shares of its capital stock;

then the Exercise Price in effect immediately prior to such action and the
number and kind of shares into which a Warrant is exercisable shall all be
adjusted appropriately so that the holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of capital stock of the
Company which he would have owned immediately following such action if such
Warrant had been exercised immediately prior to such action.

          The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

          If after an adjustment a holder of a Warrant upon exercise of it may
receive shares of two or more classes of capital stock of the Company, the Board
of Directors of the Company shall determine the allocation of the adjusted
Exercise Price between the classes of capital stock.


                                       6



After such allocation, the exercise privilege and the Exercise Price of each
class of capital stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this Section.

          Such adjustment shall be made successively whenever any event listed
above shall occur.

          (b) ADJUSTMENT FOR RIGHTS ISSUE.
              ---------------------------

          If the Company distributes any rights, options or warrants to all
holders of its Common Stock entitling them for a period expiring within 60 days
after the record date for such distribution to purchase shares of Common Stock
at a price per share less than the current market price per share on that record
date, the Exercise Price shall be adjusted in accordance with the formula:

                                                O +    N  X  P
                                                      ---------
                                    E'   =   E  x         M
                                                         ---
                                                       O  +  N
        where:

                      E'     =      the adjusted Exercise Price.
                      E      =      the current Exercise Price.
                      O      =      the number of shares of Common Stock
                                    outstanding on the record date.
                      N      =      the number of additional shares of Common
                                    Stock offered pursuant to such rights issue.
                      P      =      the offering price per share of the
                                    additional shares.
                      M      =      the current market price per share of
                                    Common Stock on the record date.

          The adjustment shall be made successively whenever any such rights,
options or warrants are issued and shall become effective immediately after the
record date for the determination of stockholders entitled to receive the
rights, options or warrants. If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the Exercise Price shall be immediately readjusted to
what it would have been if "N" in the above formula had been the number of
shares actually issued.

          (c) ADJUSTMENT FOR OTHER DISTRIBUTIONS.
              ----------------------------------

          If the Company distributes to all holders of its Common Stock any
assets (excluding cash) or debt securities or any rights or warrants to purchase
debt securities, assets or other securities, the Exercise Price shall be
adjusted in accordance with the formula:

                                    E'   =   E  x      M  -  F
                                                      ---------
                                                          M
        where:

                      E'     =      the adjusted Exercise Price.
                      E      =      the current Exercise Price.


                                       7



                      M      =      the current market price per share of
                                    Common Stock on the record date mentioned
                                    below.
                      F      =      the aggregate fair market value on the
                                    record date of the assets, securities,
                                    rights or warrants divided by the number of
                                    outstanding shares of Common Stock on the
                                    record date for such distribution.  The
                                    Board of Directors of the Company shall
                                    determine the fair market value.

          The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.

          (d) ADJUSTMENT FOR COMMON STOCK ISSUE:
              ---------------------------------

          If the Company issues shares of Common Stock for a consideration per
share less than the current market price per share on the date the Company fixes
the offering price of such additional shares, the Exercise Price shall be
adjusted in accordance with the formula:

                                                             P
                                                            ---
                                    E'   =    E  x     O  +  M
                                                      ---------
                                                          A
        where:

                      E'     =      the adjusted Exercise Price.
                      E      =      the then current Exercise Price.
                      O      =      the number of shares outstanding
                                    immediately prior to the issuance of such
                                    additional shares.
                      P      =      the aggregate consideration received
                                    for the issuance of such additional shares.
                      M      =      the current market price per share on the
                                    date of issuance of such additional shares.
                      A      =      the number of shares outstanding
                                    immediately after the issuance of such
                                    additional shares.

          The adjustment shall be made successively whenever any such
issuance is made, and shall become effective immediately after such issuance.

          This subsection (d) does not apply to:

                    (1) any of the transactions described in subsections (b)
          and (c) of this Section 7,

                    (2) the exercise of Warrants, or the conversion or exchange
          of other securities convertible into, or exchangeable or exercisable
          for, Common Stock,

                    (3) Common Stock issued to the Company's employees under
          bona fide employee benefit plans adopted by the Board of Directors
          and approved by the


                                       8



          holders of Common Stock when required by law, if such Common
          Stock would otherwise be covered by this subsection (d),

                    (4) Common Stock issued upon the exercise of rights or
          warrants issued to the holders of Common Stock,

                    (5) Common Stock issued to shareholders of any person which
          merges into the Company in proportion to their stock holdings of such
          person immediately prior to such merger, upon such merger,

                    (6) Common Stock issued in a bona fide public offering
          pursuant to a firm commitment underwriting,

                    (7) Common Stock issued in a bona fide private placement to,
          or through a placement agent which is, a member firm of the National
          Association of Securities Dealers, Inc., or

                    (8) Common Stock issued as a dividend on any preferred stock
          in accordance with the stated terms of such preferred stock and in
          lieu of cash dividends otherwise payable on such preferred stock
          pursuant to the instrument under which the preferred stock was issued.

          (e) ADJUSTMENT FOR CONVERTIBLE SECURITIES ISSUE.
              -------------------------------------------

          If the Company issues any securities convertible into or exchangeable
or exercisable for Common Stock (other than securities issued in transactions
described in subsections (b) and (c) of this Section 7) for a consideration per
share of Common Stock initially deliverable upon conversion or exchange of such
securities less than the current market price per share on the date of issuance
of such securities, the Exercise Price shall be adjusted in accordance with this
formula:

                                                             P
                                                            ---
                                    E'   =    E  x     O  +  M
                                                      ---------
                                                       O  +  D
        where:

                      E'     =      the adjusted Exercise Price.
                      E      =      the then current Exercise Price.
                      O      =      the number of shares outstanding
                                    immediately prior to the issuance of
                                    such securities.
                      P      =      the aggregate consideration received for
                                    the issuance of such securities.
                      M      =      the current market price per share of
                                    Common Stock on the date of issuance of
                                    such securities.
                      D      =      the maximum number of shares deliverable
                                    upon conversion or in exchange for such
                                    securities at the initial conversion or
                                    exchange rate.


                                       9



          The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance.

          If all of the Common Stock deliverable upon conversion or exchange of
such securities has not been issued when such securities are no longer
outstanding, then the Exercise Price shall promptly be readjusted to the
Exercise Price which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Common Stock issued upon conversion or exchange of such securities.

          This subsection (e) does not apply to:

                    (1) convertible securities issued to shareholders of any
          person which merges into the Company, or with a subsidiary of the
          Company, in proportion to their stock holdings of such person
          immediately prior to such merger, upon such merger,

                    (2) convertible securities issued in a bona fide public
          offering pursuant to a firm commitment underwriting,

                    (3) convertible securities issued in a bona fide private
          placement through a placement agent which is a member firm of the
          National Association of Securities Dealers, Inc.,

                    (4) rights, warrants and convertible and exchangeable
          securities outstanding on or prior to the date of issuance of the
          Warrant, or

                    (5) convertible securities or warrants issued in connection
          with the incurrence of debt by the Company or any of its subsidiaries,
          so long as the fair value allocable to such convertible securities or
          warrants (taking into account the terms of the debt), together with
          any consideration payable to the Company upon conversion or exercise
          of such convertible securities or warrants, treating such convertible
          securities or warrants on an as converted basis, is no less than the
          then current market price of Common Stock on the date of issuance of
          such convertible securities or warrants.

          (f) CURRENT MARKET PRICE.
              --------------------

          Subject to the last two sentences of this subsection (f), in
subsections (b), (c), (d) and (e) of this Section 7, the current market price
per share of Common Stock on any date is the average of the Quoted Prices of the
Common Stock for 30 consecutive trading days commencing 45 trading days before
the date in question. The "Quoted Price" of the Common Stock is the last
reported sales price of the Common Stock as reported by NASDAQ National Market,
or if the Common Stock is listed on a securities exchange, the last reported
sales price of the Common Stock on such exchange which shall be for consolidated
trading if applicable to such exchange, or if neither so reported or listed, the
last reported bid price of the Common Stock. In the absence of one or more such
quotations (including, without limitation, during the period prior to the
Initial Public Offering), the Board of Directors of the Company shall determine
the current market price on the basis of such quotations, if available, or other
valuation information as it in good faith considers appropriate. In the event of
the Initial Public Offering, the current market


                                       10



price per share of Common Stock shall be the Quoted Price on the day of such
Initial Public Offering.

          (g) CONSIDERATION RECEIVED.
              ----------------------

          For purposes of any computation respecting consideration received
pursuant to subsections (d) and (e) of this Section 7, the following shall
apply:

                    (1) in the case of the issuance of shares of Common Stock
          for cash, the consideration shall be the amount of such cash, provided
          that in no case shall any deduction be made for any commissions,
          discounts or other expenses incurred by the Company for any
          underwriting of the issue or otherwise in connection therewith;

                    (2) in the case of the issuance of shares of Common Stock
          for a consideration in whole or in part other than cash, the
          consideration other than cash shall be deemed to be the fair market
          value thereof as determined in good faith by the Board of Directors
          (irrespective of the accounting treatment thereof), whose
          determination shall be conclusive; and

                    (3) in the case of the issuance of securities convertible
          into or exchangeable for shares, the aggregate consideration received
          therefor shall be deemed to be the consideration received by the
          Company for the issuance of such securities plus the additional
          minimum consideration, if any, to be received by the Company upon the
          conversion or exchange thereof (the consideration in each case to be
          determined in the same manner as provided in clauses (1) and (2) of
          this subsection).

          (h) WHEN DE MINIMIS ADJUSTMENT MAY BE DEFERRED.
              ------------------------------------------

          No adjustment in the Exercise Price need be made unless the adjustment
would require on increase or decrease of at least 1% in the Exercise Price. Any
adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustment.

          All calculations under this Section shall be made to the nearest cent
or nearest 1/100th of a share as the case may be.

          (i) WHEN NO ADJUSTMENT REQUIRED.
              ---------------------------

          No adjustment need be made for a transaction referred to in subsection
(a), (b), (c), (d) or (e) of this Section 7 if Warrant holders are permitted to
participate in the transaction (without being required to exercise their
Warrants in order to do so) on a basis and with notice that the Board of
Directors of the Company determines to be fair and appropriate in light of the
basis and notice on which holders of Common Stock participate in the
transaction.

          No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.

          No adjustment need be made for a change in the par value or no par
value of the Common Stock.


                                       11



          To the extent the Warrants become convertible into cash, no adjustment
need be made thereafter as to the cash. Interest will not accrue on the cash.

          (j) NOTICE OF ADJUSTMENT.
              --------------------

          Whenever the Exercise Price is adjusted, the Company shall provide the
notices required by Section 9 hereof.

          (k) VOLUNTARY REDUCTION.
              -------------------

          The Company from time to time may reduce the Exercise Price by any
amount for any period of time if the period is at least 20 days and if the
reduction is irrevocable during the period; PROVIDED, HOWEVER, that in no event
may the Exercise Price be less than the par value of a share of Common Stock.

          Whenever the Exercise Price is reduced, the Company shall mail to
Warrant holders a notice of the reduction. The Company shall mail the notice at
least 15 days before the date the reduced Exercise Price takes effect. The
notice shall state the reduced Exercise Price and the period it will be in
effect.

          A reduction of the Exercise Price pursuant to this clause (k) does not
change or adjust the Exercise Price otherwise in effect for purposes of
subsections (a), (b), (c), (d) and (e) of this Section 7.

          (l) REORGANIZATION OF COMPANY.
              -------------------------

          If the Company consolidates or merges with or into, or sells,
transfers or leases all or substantially all of its assets to, any person
(including, without limitation, in a transaction that is an Automatic Exercise
Event), upon consummation of such transaction the Warrants shall automatically
become exercisable (or, in the event of an Automatic Exercise Event, be
exercised) for the kind and amount of securities, cash or other assets which the
holder of a Warrant would have owned immediately after the consolidation,
merger, sale, transfer or lease if the holder had exercised the Warrant
immediately before the effective date of the transaction. Unless such
transaction shall have been an Automatic Exercise Event, concurrently with the
consummation of such transaction, the corporation formed by or surviving any
such consolidation or merger, if other than the Company, or the person to which
such transfer, sale or lease shall have been made, shall enter into a
supplemental Warrant Agreement so providing and further providing for
adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Section. The successor Company shall mail to
warrant holders a notice describing the supplemental Warrant Agreement.

          If the issuer of securities deliverable upon exercise of Warrants
under the supplemental Warrant Agreement is an affiliate of the formed,
surviving, transferee or lessee corporation, that issuer shall join in the
supplemental Warrant Agreement.

          If this subsection (l) applies, subsections (a), (b), (c), (d) and (e)
of this Section 7 do not apply.


                                       12



          (m) DETERMINATIONS CONCLUSIVE.
              -------------------------

          Any determination that the Company or the Board of Directors of the
Company must make pursuant to subsection (a), (c), (d), (e), (f), (g) or (i) of
this Section 7 is conclusive, provided the Board of Directors has acted
reasonably.

          (n) WHEN ISSUANCE OR PAYMENT MAY BE DEFERRED.
              ----------------------------------------

          In any case in which this Section 7 shall require that an adjustment
in the Exercise Price be made effective as of a record date for a specified
event, the Company may elect to defer until the occurrence of such event (i)
issuing to the holder of any Warrant exercised after such record date the
Warrant Shares and such securities or assets, if any, issuable upon such
exercise over and above the Warrant Shares and such securities or assets, if
any, issuable upon such exercise on the basis of the Exercise Price and (ii)
paying to such holder any amount in cash in lieu of a fractional share pursuant
to Section 8; PROVIDED, HOWEVER, that the Company shall deliver to such holder a
due bill or other appropriate instrument evidencing such holder's right to
receive such additional warrant Shares, other capital stock and cash upon the
occurrence of the event requiring such adjustment.

          (o) ADJUSTMENT IN NUMBER OF SHARES.
              ------------------------------

          Upon each adjustment of the Exercise Price pursuant to this Section 7,
each Warrant outstanding prior to the making of the adjustment in the Exercise
Price shall thereafter evidence the right to receive upon payment of the
adjusted Exercise Price that number of shares of Common Stock (calculated to the
nearest hundredth) obtained from the following formula:

                                    N'   =    N  x        E
                                                         ---
                                                          E'
        where:

                      N'     =      the adjusted number of Warrant Shares
                                    issuable upon exercise of a Warrant by
                                    payment of the adjusted Exercise Price.
                      N      =      the number of Warrant Shares previously
                                    issuable upon exercise of a Warrant by
                                    payment of the Exercise Price prior to
                                    adjustment.
                      E'     =      the adjusted Exercise Price.
                      E      =      the Exercise Price prior to adjustment.

     SECTION 8. FRACTIONAL INTERESTS.
                --------------------

          The Company shall not be required to issue fractional Warrant Shares
on the exercise of Warrants. If more than one Warrant shall be presented for
exercise in full at the same time by the same holder, the number of full Warrant
Shares which shall be issuable upon the exercise thereof shall be computed on
the basis of the aggregate number of Warrant Shares purchasable on exercise of
the Warrants so presented. If any fraction of a Warrant Share would, except for
the provisions of this Section 8 be issuable on the exercise of any Warrants (or


                                       13


specified portion thereof), the Company shall pay an amount in cash equal to the
current Exercise Price, multiplied by such fraction.

SECTION 9.     NOTICES TO WARRANT HOLDERS.
               --------------------------

          Upon any adjustment of the Exercise Price pursuant to Section 7, the
Company shall promptly thereafter cause to be given to each of the registered
holders of the Warrants at its address appearing on the Warrant register written
notice of such adjustment by first-class mail, postage prepaid. Where
appropriate, such notice may be given in advance and included as a part of the
notice required to be mailed under the other provisions of this Section 7.

        In case:

               (a) the Company shall authorize the issuance to all holders
          of shares of Common Stock of rights, options or warrants to subscribe
          for or purchase shares of Common Stock or of any other subscription
          rights or warrants; or

               (b) the Company shall authorize the distribution to all
          holders of shares of Common Stock of evidences of indebtedness or
          assets, including cash dividends or cash distributions payable out of
          consolidated current or retained earnings, but not including dividends
          payable in shares of Common Stock or distributions referred to in
          subsection (a) of Section 7 hereof; or

               (c) of any consolidation or merger to which the Company is a
          party and of which approval of any shareholders of the Company is
          required, or of the conveyance, sale, transfer or lease of the
          properties and assets of the Company substantially as an entirety, or
          of any reclassification or change of Common Stock issuable upon
          exercise of the Warrants (other than a change in par value, or from
          par value to no par value, or from no par value to par value, or as a
          result of a subdivision or combination), or a tender offer or exchange
          offer for shares of Common Stock; or

               (d) of the voluntary or involuntary dissolution, liquidation
          or winding up of the Company; or

               (e) the Company proposes to take any action (other than
          actions of the character described in Section 7(a)) that would require
          an adjustment of the Exercise Price pursuant to Section 7;

then the Company shall cause to be given to each of the registered holders of
the Warrants at his address appearing on the Warrant register, at least 20 days
(or 10 days in any case specified in clause (a) or (b) above) prior to the
applicable record date hereinafter specified, or promptly in the case of events
for which there is no record date, by first-class mail, postage prepaid, a
written notice stating (i) the date as of which the holders of record of shares
of Common Stock to be entitled to receive any such rights, options, warrants or
distribution are to be determined, or (ii) the initial expiration date set forth
in any tender offer or exchange offer for shares of Common Stock, or (iii) the
date on which any such consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up is expected to become effective or consummated, and
the date as of which it is expected that holders of record of shares of Common
Stock shall be entitled


                                       14



to exchange such shares for securities or other property, if any, deliverable
upon such reclassification, consolidation, merger, conveyance, sale, transfer,
lease, dissolution, liquidation, winding up or other action. The failure to give
the notice required by this Section 9 or any defect therein shall not affect the
legality or validity of any distribution, right, option, warrant, consolidation,
merger, conveyance, transfer, dissolution, liquidation or winding up, or the
vote upon any action.

          Nothing contained in this Agreement or in any of the Warrants shall be
construed as conferring upon the holders thereof the right to vote or to consent
or to receive notice as shareholders in respect of the meetings of shareholders
or the election of directors of the Company or any other matter or any rights
whatsoever as shareholders of the Company.

     SECTION 10.    AMENDMENTS.
                    ----------

          The terms of this Warrant Agreement and the Warrants may be amended by
the Company, and the observance of any term herein or therein may be waived, but
only with the written consent of the holders of Warrants representing a majority
in number of the total Warrant Shares at the time purchasable upon the exercise
of all then outstanding Warrants, provided that no such action may change the
Exercise Price (other than in accordance with Section 7(k) hereof) without the
written consent of all holders of Warrants affected thereby.

     SECTION 11.    MISCELLANEOUS.
                    -------------

               (a) ISSUE DATE. The provisions of this Warrant shall be
          construed and shall be given effect in all respects as if
          it had been issued and delivered by the Company on the date hereof.

               (b) SUCCESSORS. This Warrant shall be binding upon any
          successors or assigns of the Company.

               (c) GOVERNING LAW. This Warrant shall be governed by and
          construed in accordance with the laws of the State of
          Delaware.

               (d) OFFICE OF THE COMPANY. So long as the Warrants remain
          outstanding, the Company shall maintain an office where the Warrants
          may be presented for exercise, transfer, division and combination.
          Such office shall be at 200 North Sepulveda Boulevard, El Segundo,
          California 90245-4380, unless and until the Company shall designate
          and maintain another office for such purposes, in which case the
          Company shall deliver notice of such change to all holders of
          outstanding Warrants in the manner set forth herein.

              (e) HEADINGS. The headings used in this Warrant are used for
          convenience only and are not to be considered in construing
          or interpreting this agreement.

               (f) NOTICES. Unless otherwise provided, any notice required
          or permitted under this Warrant shall be given in writing and
          shall be deemed effectively given upon personal delivery to the party
          to be notified or three days after being sent via air courier, in all
          cases addressed to the party to be notified at the address indicated
          for such party on


                                       15



          the signature page hereof, or at such other address as such party
          may designate by ten days advance written notice to the other party.
          Notwithstanding the foregoing, notice may be given by telex or
          facsimile provided that appropriate confirmation of receipt is
          received.

                    (g) SATURDAYS, SUNDAYS, HOLIDAYS. If the last or appointed
          day for the taking of any action or the expiration of any right
          required or granted herein shall be a Saturday or a Sunday or shall be
          a legal holiday in the State of California, then such action may be
          taken or such right may be exercised on the next succeeding day not a
          legal holiday.


                                       16



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.



                          CBRE HOLDING, INC.


                          By:           /S/ WALTER V. STAFFORD
                                 -------------------------------------------
                                 Name:  Walter V. Stafford
                                 Title: Secretary


                          FS EQUITY PARTNERS III, L.P.


                                 By:    FS Capital Partners, L.P.
                                 Its:   General Partner

                                 By:    FS Holdings, Inc.
                                 Its:   General Partner

                          By:           /S/ JAMES F. SIMMONS
                                 -------------------------------------------
                                 Name:  James F. Simmons
                                 Title: Chief Financial Officer


                          FS EQUITY PARTNERS INTERNATIONAL, L.P.


                                 By:    FS&Co. International, L.P.
                                 Its:   General Partner

                                 By:    FS International Holdings Limited
                                 Its:   General Partner

                          By:           /S/ JAMES F. SIMMONS
                                 -------------------------------------------
                                 Name:  James F. Simmons
                                 Title: Vice President


                                       17



                          [FORM OF WARRANT CERTIFICATE]

                                     [FRONT]

                     EXERCISABLE ON OR AFTER AUGUST 26, 2007
                        AND ON OR BEFORE AUGUST 27, 2007
                       OR UPON AN AUTOMATIC EXERCISE EVENT

No. ___                                                      _________ Warrants

                               WARRANT CERTIFICATE

                               CBRE HOLDING, INC.

          This Warrant Certificate certifies that ________________________, or
registered assigns, is the registered holder of ___________________ Warrants
expiring ___________________ (the "Warrants") to purchase shares of Class B
Common Stock (the "Common Stock") of CBRE Holding, Inc. (the "Company"). Each
Warrant entitles the holder, (i) unless an Automatic Exercise Event shall occur
on or prior to August 27, 2007, upon exercise to receive from the Company on or
after August 26, 2007 and on or before 5:00 p.m. Los Angeles Time on August 27,
2007 one fully paid and nonassessable share of Common Stock (a "WARRANT SHARE")
at the initial exercise price (the "Exercise Price") of $30.00, payable in
lawful money of the United States of America or in Warrant Shares by "cashless
exercise," upon surrender of this Warrant Certificate and payment of the
Exercise Price at the principal office of the Company, but only subject to the
conditions set forth herein and in the Warrant Agreement referred to on the
reverse hereof, or (ii) upon the occurrence of an Automatic Exercise Event on or
prior to August 27, 2007, to receive automatically from the Company a Warrant
Share at the Exercise Price, payable by "cashless exercise," upon surrender of
this Warrant Certificate and payment of the Exercise Price at the principal
office of the Company, but only subject to the conditions set forth herein and
in the Warrant Agreement referred to on the reverse hereof. The Exercise Price
and number of Warrant Shares issuable upon exercise of the Warrants are subject
to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.

          Except in connection with an Automatic Exercise Event, no warrant may
be exercised before August 26, 2007 or after 5:00 PM, Los Angeles time, on
August 27, 2007 and to the extent not exercised by, or an Automatic Exercise
Event shall not have occurred by, such time, such Warrants shall become void.

          This Warrant Certificate shall be governed and construed in accordance
with the internal laws of the State of Delaware.




                                       A-1



          IN WITNESS WHEREOF, CBRE Holding, Inc. has caused this Warrant
Certificate to be signed by its President and by its Secretary, each by his
signature or a facsimile of his signature.

        Dated:
               --------------

                                By:
                                       -----------------------------------------
                                                        President


                                By:
                                       -----------------------------------------
                                                        Secretary


                                       A-2



                          [FORM OF WARRANT CERTIFICATE]

                                    [REVERSE]

          The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring August 27, 2007 entitling the holder on
exercise to receive shares of Class B Common Stock, of the Company (the "Common
Stock"), $.01 par value, and are issued or to be issued pursuant to a Warrant
Agreement dated as of _________ ____, 2001 (the "WARRANT Agreement"), duly
executed and delivered by the Company, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Company and the holders (the words
"HOLDERS" or "HOLDER" meaning the registered holders or registered holder) of
the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company.

          Unless an Automatic Exercise Event shall occur on or prior to August
27, 2007, warrants may be exercised at any time on or after August 26, 2007 and
on or before August 27, 2007. The holder of Warrants evidenced by this Warrant
Certificate may exercise them, subject to the limitations set forth in the
Warrant Agreement, by surrendering this Warrant Certificate, with the form of
election to purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price in cash or immediately available funds or in
Warrant Shares by "cashless exercise," at the principal office of the Company.
In the event that upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his assignee a new Warrant
Certificate evidencing the number of Warrants not exercised.

          Upon the occurrence of an Automatic Exercise Event on or prior to
August 27, 2007, the Warrants evidenced by this Warrant Certificate shall
automatically be exercised, subject to the limitations set forth in the Warrant
Agreement, and the holder thereof shall be entitled to receive, upon
surrendering this Warrant Certificate, together with payment of the Exercise
Price in Warrant Shares by "cashless exercise," at the principal office of the
Company, the number of Warrant Shares resulting after subtracting such Exercise
Price.

          The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the number of Warrant Shares into which this
Warrant is exercisable set forth on the face hereof may, subject to certain
conditions, be adjusted. No fractions of a share of Common stock will be issued
upon the exercise of any Warrant, but the Company will pay the cash value
thereof determined as provided in the Warrant Agreement. No adjustment shall be
made for any dividends on any Common Stock issuable upon exercise of this
Warrant.

          Warrant Certificates, where surrendered at the principal office of the
Company by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.


                                       1



          Upon due presentation for registration of transfer of this Warrant
Certificate at the principal office of the Company a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement
(including, without limitation, delivery to the Company of the written agreement
of such transferee(s) to become party to the Securityholders' Agreement, dated
as of _______ ___, 2001, by and among the Company and the other parties thereto,
if such transferee(s) are not already party thereto, prior to receipt from the
Company of any Warrant Shares as a result of the exercise of the Warrants
represented by such Warrant Certificate), without charge except for any tax or
other governmental charge imposed in connection therewith.

          The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitle any holder hereof to
any rights of a stockholder of the Company.


                                       2


                              ELECTION TO PURCHASE
         (TO BE EXECUTED UPON EXERCISE OF WARRANT PURSUANT TO SECTION 1)

          The undersigned hereby irrevocably elects to exercise the right
represented by this Warrant, to receive __________ shares of Class B Common
Stock and hereby tenders payment for such shares [to the order of BLUM CB
Holding Corp. by cash or immediately available funds in the amount of $ _______]
[by delivery to the Company of __________ Warrant Shares with respect to which
this Warrant is being surrendered in payment of the aggregate Exercise Price for
the Warrant Shares to be delivered to the holder] in accordance with the terms
hereof. The undersigned requests that a certificate for such shares be
registered in the name of __________________, whose address is
__________________. If said number of shares is less than all of the shares of
Common Stock purchasable hereunder, the undersigned requests that a new Warrant
representing the remaining balance of such shares be registered in the name
of____________________, whose address is ______________________, and that such
Warrant be delivered to __________________, whose address
is____________________.

        Date:
               -----------------------------

        ------------------------------------
        Print Name


        ------------------------------------
        Signature Guaranteed*







__________________
* The signature must be guaranteed by a bank or trust company having an office
in Los Angeles, California, or by a firm having membership on the New York Stock
Exchange.