Exhibit 10.1

FIRST AMENDMENT dated as of May 28, 2015 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of January 9, 2015 (the “Credit Agreement”), among CBRE SERVICES, INC., a Delaware corporation (the “U.S. Borrower”), CBRE LIMITED, a limited company organized under the laws of England and Wales (with company no: 3536032) (the “U.K. Borrower”), CBRE LIMITED, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CBRE PTY LIMITED, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CBRE LIMITED, a company organized under the laws of New Zealand (the “New Zealand Borrower” and, together with the U.S. Borrower, the U.K. Borrower, the Canadian Borrower and the Australian Borrower, the “Borrowers), CBRE GROUP, INC., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

A. The Borrowers and Holdings have requested that the Credit Agreement be amended as set forth herein.

B. The Required Lenders are willing to so amend the Credit Agreement, on the terms and subject to the conditions set forth herein.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein (including in the introductory paragraphs above) shall have the meanings assigned to such terms in the Credit Agreement. Except as otherwise expressly provided herein, the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply mutatis mutandis to this Amendment. This Amendment shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2. Amendments to the Credit Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows:

(a) The definition of the term “Security Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting therefrom the words “or Section 9.19(c)”.

(b) Section 3.19 of the Credit Agreement is hereby amended by deleting therefrom the words “and not re-pledged”.

(c) Section 5.09(c) of the Credit Agreement is hereby amended by deleting therefrom the words “and until such time as Holdings and the Borrowers shall be required to reinstate the Collateral as provided in Section 9.19”.

(d) Section 9.19(c) of the Credit Agreement is hereby amended by (I) replacing the semicolon at the end of clause (4) thereof with a period, and (II) deleting the proviso following clause (4) thereof in its entirety.

SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrowers and Holdings represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Banks and each of the Lenders that:

(a) As of the Amendment Effective Date (as defined below), the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

(b) On and as of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of (i) each of the Borrowers, (ii) Holdings and (iii) the Required Lenders.

SECTION 5. Effect of this Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of each of the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the Amendment Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby.

 

2

SECTION 6. Counterparts. This Amendment 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. Delivery of an executed signature page to this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Amendment.

SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

 

CBRE SERVICES, INC.,

    by

    /s/ DEBERA FAN

Name: Debera Fan

Title:   Senior Vice President and Treasurer

 

CBRE GROUP, INC.,

    by

    /s/ DEBERA FAN

Name: Debera Fan

Title:   Senior Vice President and Treasurer

 

[Signature Page to First Amendment]

CBRE LIMITED, a limited company organized under the laws of England and Wales,

    by

    /s/ PHILIP EMBUREY

Name: Philip Emburey

Title: Director

    by

    /s/ MARTIN LEWIS

Name: Martin Lewis

Title: Director

 

[Signature Page to First Amendment]

CBRE LIMITED, a corporation organized under the laws of the province of New Brunswick,

    by

    /s/ JEFF COOK

Name: Jeff Cook

Title: Senior Vice President, Finance

 

[Signature Page to First Amendment]

CBRE PTY LIMITED, a company organized under the laws of Australia,

    by

    /s/ ENDA FOLEY

Name: Enda Foley

Title: Director

    by

    /s/ NATALIE MARIE CRAIG

Name: Natalie Marie Craig

Title: Company Secretary

 

[Signature Page to First Amendment]

CBRE LIMITED, a company organized under the laws of New Zealand,

    by

    /s/ BRENT DAVID MCGREGOR

Name: Brent David McGregor

Title: Director

    by

    /s/ ENDA FOLEY

Name: Enda Foley

Title: Director

 

[Signature Page to First Amendment]

CREDIT SUISSE AG,

CAYMAN ISLANDS BRANCH,

individually and as Administrative Agent,

    by

    /S/ BILL O’DALY

Name: Bill O’Daly

Title:   Authorized Signatory

    by

    /S/ D. ANDREW MALETTA

Name: D. Andrew Maletta

Title:   Authorized Signatory

 

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: Bank of America, N.A.

     
       

by

    /s/ RONALD ODLOZIL

  

    Name:  Ronald Odlozil

  

    Title:  Senior Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: JPMorgan Chase Bank, N.A.

     
       

by

    /s/ CHIARA CARTER

  

    Name:  Chiara Carter

  

    Title:  Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

                                                                                              

  

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: HSBC Bank USA, National Association

     
       

by

    /s/ ANDREW HIETALA

  

    Name:  Andrew Hietala

  

    Title:  Senior Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: THE BANK OF NOVA SCOTIA

     
       

by

    /s/ EUGENE DEMPSEY

  

    Name:  Eugene Dempsey

  

    Title:  Director

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: SCOTIABANC INC.

     
       

by

    /s/ J.F. TODD

  

    Name:  J.F. Todd

  

    Title:  Managing Director

  
   

  For any Lender requiring a second signature line:

  
   

by

/s/ K. ZHOU

  

Name:  K. Zhou

  

Title:  Director

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: Scotiabank Europe Plc

     
       

by

    /s/ JOHN O’CONNOR

  

    Name:  John O’Connor

  

    Title:  Director, Credit Risk Control

  
   

  For any Lender requiring a second signature line:

  
   

by

/s/ STEVE DOBSON

  

Name:  Steve Dobson

  

Title:  Director & Head of Execution

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

     
       

by

    /s/ CHARLES WILMOT

  

    Name:  Charles Wilmot

  

    Title:  Director

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: MUFG Union Bank, N.A.

     
       

by

    /s/ CHARLES WILMOT

  

    Name:  Charles Wilmot

  

    Title:  Director

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: Wells Fargo Bank, N.A.

     
       

by

    /s/ HAROLD LIM

  

    Name:  Harold Lim

  

    Title:  AVP

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: SANTANDER BANK, N.A.

     
       

by

    /s/ PEDRO BELL ASTORZA

  

    Name:  Pedro Bell Astorza

  

    Title:  Senior Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: The Bank of New York Mellon

     
       

by

    /s/ HELGA BLUM

  

    Name:  Helga Blum

  

    Title:  Managing Director

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: Branch Banking and Trust Company

     
       

by

    /s/ ELIZABETH WILLIS

  

    Name:  Elizabeth Willis

  

    Title:  Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: PNC Bank N.A.

     
       

by

    /s/ KENYA WILLIAMS

  

    Name:  Kenya Williams

  

    Title:  Senior Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: Societe Generale

     
       

by

    /s/ RICHARD BERNAL

  

    Name:  Richard Bernal

  

    Title:  Managing Director

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: U.S. BANK NATIONAL ASSOCIATION

     
       

by

    /s/ GLENN LEYRER

  

    Name:  Glenn Leyrer

  

    Title:  Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: Comerica Bank

     
       

by

    /s/ MARK SKRZYNSKI

  

    Name:  Mark Skrzynski

  

    Title:  Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: Bank of Hawaii

     
       

by

    /s/ MIKI IKEDA

  

    Name:  Miki Ikeda

  

    Title:  Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE, RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 9, 2015, OF CBRE SERVICES, INC.

TO EXECUTE THIS AMENDMENT AS A LENDER:

 

  Name of

  Institution: KEYBANK NATIONAL ASSOCIATION

     
       

by

    /s/ GEOFF SMITH

  

    Name:  Geoff Smith

  

    Title:  Senior Vice President

  
   

  For any Lender requiring a second signature line:

  
   

by

    

Name:

  

Title:

  
       

[Signature Page to First Amendment]