EXHIBIT 99.2
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FIRST AMENDMENT TO TERM LOAN AGREEMENT
This First Amendment to Term Loan Credit Agreement is dated as of
December 19, 2008 (this "Amendment"), among Jones Lang LaSalle Finance
B.V., a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) organized under the laws of The Netherlands
(the "Borrower"), the guarantors party hereto, the financial institutions
listed on the signature pages hereof as Banks and Bank of Montreal, as
administrative agent (in such capacity, the "Administrative Agent").
PRELIMINARY STATEMENTS
A. The Borrower, the guarantors party thereto (the "Guarantors"),
the financial institutions listed on the signature pages thereof as Banks
and the Administrative Agent have heretofore entered into that certain Term
Loan Agreement, dated as of July 2, 2008 (the "Credit Agreement"); and
B. The Borrower has asked the Banks and the Administrative Agent
to amend certain covenants and related definitions, revise the Applicable
Margin, and to make certain other amendments to the Credit Agreement as set
forth herein and the Banks and the Administrative Agent are willing to do
so on the terms and conditions set forth in this Amendment.
Now, Therefore, in consideration of the premises set forth above, the
terms and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 USE OF DEFINED TERMS. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in the
Credit Agreement shall have such meanings when used in this Amendment.
ARTICLE II
AMENDMENTS
SECTION 2.1. Section 1.2(a) of the Credit Agreement is hereby
amended by deleting the defined term "Domestic Rate" appearing therein and
inserting in its place the following:
"Domestic Rate" means, for any day, a rate per annum equal to
the greatest of: (a) the rate of interest announced or
otherwise established by the Person serving as Administrative
Agent from time to time as its prime commercial rate, or its
equivalent, for U.S. Dollar loans to borrowers located in the
United States as in effect on such day, with any change in the
Domestic Rate resulting from a change in said prime commercial
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rate to be effective as of the date of the relevant change in
said prime commercial rate (it being acknowledged and agreed
that such rate may not be such Person's best or lowest rate),
(b) the sum of (i) the rate determined by the Administrative
Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the rates per annum quoted to the
Administrative Agent at approximately 10:00 a.m. (Chicago time)
(or as soon thereafter as is practicable) on such day (or, if
such day is not a Business Day, on the immediately preceding
Business Day) by two or more Federal funds brokers selected by
the Administrative Agent for sale to the Person serving as
Administrative Agent at face value of Federal funds in the
secondary market in an amount equal or comparable to the
principal amount for which such rate is being determined, PLUS
(ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day PLUS
1.00%. As used herein, the term "LIBOR Quoted Rate" means, for
any day, a rate per annum equal to the quotient of (i) the rate
per annum (rounded upwards, if necessary, to the next higher
one hundred-thousandth of a percentage point) for deposits in
U.S. Dollars for a one-month interest period which appears on
the LIBOR01 Page as of 11:00 a.m. (London, England time) on
such day (or, if such day is not a Business Day, on the
immediately preceding Business Day) divided by (ii) one (1)
MINUS the Eurodollar Reserve Percentage (calculated for this
purpose as if each Domestic Rate Loan were a Eurodollar Loan).
SECTION 2.2. Section 4.1 of the Credit Agreement is hereby amended
by (i) deleting the defined terms "Adjusted EBIT" and "Total Funded Debt to
Adjusted EBITDA Ratio", (ii) amending the defined terms "Applicable
Margin", "Consolidated Net Worth", "Interest Coverage Ratio", "Guarantor",
"Level I", "Level II", Level III", Level IV", "Level V", "Level VI", and
"Permitted Adjustments" in their entirety and as so amended to read as set
forth below, and (iii) inserting new defined terms "Adjusted EBITA",
"Capital Expenditures", "Cash Flow Leverage Ratio", "First Amendment", and
"First Amendment Effective Date", as set forth below in their proper
alphabetical order:
"Adjusted EBITA" means, for any period, Consolidated Net
Income for such period PLUS all amounts deducted in arriving at
such Consolidated Net Income for such period for (i) Interest
Expense, (ii) federal, state and local income tax expense,
(iii) all non-cash amounts properly charged for amortization of
intangible assets on the books of the Parent and its Restricted
Subsidiaries, (iv) all non-cash contributions or accruals to or
with respect to deferred profit sharing or compensation, and
(v) Permitted Adjustments; PROVIDED that any amounts added to
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Consolidated Net Income pursuant to clause (iv) above for any
period shall be deducted from Consolidated Net Income for the
period, if ever, in which such amounts are paid in cash by the
Parent or any of its Subsidiaries.
"Applicable Margin" means, on any date for any Domestic
Rate Loan and Eurodollar Loan the rate per annum set forth
below, as in effect on such date as determined pursuant to the
provisions of the definition of Pricing Date:
EURODOLLAR DOMESTIC
LEVEL LOANS RATE LOANS
----------- ---------- ----------
Level I 2.00% 1.00%
Level II 2.25% 1.25%
Level III 2.50% 1.50%
Level IV 2.75% 1.75%
Level V 3.00% 2.00%
Level VI 3.50% 2.50%
; PROVIDED that from the First Amendment Effective Date until
the Pricing Date for the fiscal quarter of the Parent ending
September 30, 2009, the Borrower shall be in Level V if the
Cash Flow Leverage Ratio is less than 3.00 to 1.00 and in Level
VI if the Cash Flow Leverage Ratio is 3.00 to 1.00 or higher.
On each day on which the Parent's unsecured long-term debt
rating from Moody's Investors Service, Inc. is lower than Baa3
or from Standard & Poor's Ratings Services Group, a division of
The McGraw-Hill Companies, Inc., is lower than BBB- or either
such rating is suspended or withdrawn, the Applicable Margin
for Eurodollar Loans, Domestic Rate Loans and Reimbursement
Obligations for all levels shall be increased by 0.50%.
"Capital Expenditures" means, with respect to any Person
for any period, the aggregate amount of all expenditures
(whether paid in cash or accrued as a liability) by such Person
during that period for the acquisition or leasing (pursuant to
a Capital Lease) of fixed or capital assets or additions to
property, plant, or equipment (including replacements,
capitalized repairs, and improvements) which should be
capitalized on the balance sheet of such Person in accordance
with GAAP.
"Cash Flow Leverage Ratio" means as of the last day of
any calendar quarter the ratio of the Total Funded Debt as of
such day to Adjusted EBITDA for the four calendar quarters then
ended.
"Consolidated Net Worth" means, as of the date of any
determination thereof, the amount reflected as stockholders'
equity (calculated without giving effect to any change in
"accumulated other comprehensive income or loss" since
September 30, 2008) upon a consolidated balance sheet of the
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Parent and its Restricted Subsidiaries for such date computed
on a consolidated basis in accordance with GAAP, PLUS, to the
extent deducted in determining Net Income, (i) non-recurring
cash and non-cash restructuring charges incurred between
July 1, 2008 and December 31, 2009 not to exceed $50,000,000 in
the aggregate for all periods and (ii) non-cash impairment
charges related to the co-investments or goodwill of the Parent
and its Restricted Subsidiaries incurred between July 1, 2008
and December 31, 2009 not to exceed $100,000,000 in the
aggregate for all periods.
"First Amendment" means the First Amendment to Term Loan
Agreement dated as of December 19, 2008 by and among the
Borrower, the Guarantors, the Banks and the Administrative
Agent.
"First Amendment Effective Date" means the date upon
which the First Amendment became effective pursuant to its
terms.
"Guarantor" means (i) the Parent, Jones Lang LaSalle
Americas, Inc., a Maryland corporation, LaSalle Investment
Management, Inc., a Maryland corporation, Jones Lang LaSalle
International, Inc., a Delaware corporation, Jones Lang LaSalle
Co-Investment, Inc., a Maryland corporation, Jones Lang LaSalle
Limited, a company organized under the laws of England and
Wales, Jones Lang LaSalle GmbH, a company organized under the
laws of Germany, or, in each case other than the Parent, its
permitted successor or assign and (ii) any other Subsidiary of
the Borrower designated by the Borrower as a Guarantor as
required by Section 7.22 hereof.
"Interest Coverage Ratio" means as of the last day of any
calendar quarter the ratio of the sum of Adjusted EBITA PLUS
Rentals for the four calendar quarters then ended to the sum of
Cash Interest Expense PLUS Rentals for the same four calendar
quarters then ended.
"Level I" exists at any date if, at such date, the Cash
Flow Leverage Ratio is less than 1.00 to 1.00.
"Level II" exists at any date if, at such date, Level I
does not exist and the Cash Flow Leverage Ratio is less than
1.50 to 1.00.
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"Level III" exists at any date if, at such date, neither
Level I nor Level II exists and the Cash Flow Leverage Ratio is
less than 2.00 to 1.00.
"Level IV" exists at any date if, at such date, neither
Level I, Level II nor Level III exists and the Cash Flow
Leverage Ratio is less than 2.50 to 1.00.
"Level V" exists at any date if, at such date, neither
Level I, Level II, Level III, nor Level IV exists and the Cash
Flow Leverage Ratio is less than 3.00 to 1.00.
"Level VI" exists at any date if, at such date, none of
Level I, Level II, Level III, Level IV or Level V exists.
"Permitted Adjustment" means, for any period and without
duplication, (i) transition charges incurred by the Parent or
any Restricted Subsidiaries during such period relating to the
Acquisition by the Parent or any Restricted Subsidiary of all
of the outstanding equity of (a) Spaulding and Slye LLC, a
Delaware limited liability company, to the extent such charges
do not exceed $10,000,000 in the aggregate for all periods,
(b) Kemper's Holding GmbH Company (now known as Kemper's Jones
Lang LaSalle Retail GmbH), a German company, to the extent such
charges do not exceed $5,000,000 in the aggregate for all
periods and (c) Staubach Holdings, Inc., a Texas corporation
("Staubach"), to the extent such charges do not exceed
$25,000,000 in the aggregate for all periods, (ii) deferred
commissions earned by Staubach (net of commissions payable to
brokers) for leasing activity, to the extent such activity was
completed prior to the acquisition of Staubach by a Restricted
Subsidiary and not previously recognized as revenue by the
Parent or its Restricted Subsidiaries, not to exceed
$15,000,000 for any trailing twelve-month period or $20,000,000
in the aggregate for all periods; (iii) non-recurring cash and
non-cash restructuring charges incurred by the Parent or any
Restricted Subsidiary prior to January 1, 2010 not to exceed
$50,000,000 in the aggregate for all periods, and (iv) non-cash
impairment charges related to co-investments or goodwill of the
Parent and its Restricted Subsidiaries incurred prior to
January 1, 2010, not to exceed $100,000,000 in the aggregate
for all periods.
SECTION 2.3. Sections 7.6(a)(iii) and 7.6(b) of the Credit Agreement
are each amended by deleting the phrase "7.16, and 7.17" appearing therein
and inserting in its place the phrase "7.16, 7.17, and 7.23".
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SECTION 2.4. Section 7.14(k) of the Credit Agreement is hereby
amended in is entirety and as so amended shall read as follows:
(k) Acquisitions or Investments in a line of business
related to that of the Parent and its Subsidiaries and
Investments and commitments to make Investments, including
guarantees of such commitments and guarantees of the
commitments of employees of the Parent or any Subsidiary,
directly and indirectly through Subsidiaries and other Persons
in real estate and real estate related assets, including notes
and other securities, PROVIDED that (i) no Default or Event of
Default exists or would exist after giving effect to such
Acquisition or Investment or commitment, (ii) in the case of an
Acquisition, (I) the Board of Directors or other governing body
or the holders of 100% of the equity interests of the Person
whose Property, or Voting Stock or other interests in which,
are being so acquired has approved the terms of such
Acquisition, and (II) the portion of the purchase price for
such Acquisition paid by the Parent or any Subsidiary in cash,
including the aggregate principal amount of all liabilities
assumed in connection with such Acquisition other than Staubach
Holdings Inc., shall not exceed $100,000,000 (or, prior to the
delivery of the compliance certificate in compliance with
Section 7.6(b) for the quarter ending September 30, 2009,
$10,000,000) unless the Parent shall have received the prior
written consent of the Required Banks, and (iii) in the case of
Investments not constituting Acquisitions, such Investment
funded in cash together with all other Investments funded in
cash not constituting Acquisitions (excluding up to $75,000,000
of Investments in the aggregate that are in the form of a
Guaranty) permitted under this subsection (k) (I) since the
"Effective Date" of the Multicurrency Credit Agreement reduced
by the amount of proceeds of the disposition of all or any part
of any Investments existing on the "Effective Date" of the
Multicurrency Credit Agreement or acquired thereafter does not
exceed $300,000,000 in aggregate purchase price or (II) from
and after the First Amendment Effective Date until the delivery
of the compliance certificate in compliance with Section 7.6(b)
for the quarter ending September 30, 2009 does not exceed
(A) $25,000,000 for any new single co-investment related to the
commitment of the Parent and its Restricted Subsidiaries to LIC
II in effect on the First Amendment Effective Date or
(B) $10,000,000 in the aggregate for any commitment to make an
Investment or for all other Investments, in each case without
the written consent of the Required Banks; or
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SECTION 2.5. Sections 7.16 of the Credit Agreement is hereby amended
in its entirety and as so amended shall read as follows:
SECTION 7.16. CASH FLOW LEVERAGE RATIO. The Parent will
as of the last day of each calendar quarter during the relevant
period set forth below, maintain the Cash Flow Leverage Ratio
at not more than the corresponding ratio set forth opposite
such period:
Periods Ending Cash Flow Leverage
Ratio shall not be
greater than
December 31, 2008 3.50 to 1.00
through September 30, 2009
December 31, 2009 3.25 to 1.00
and thereafter
SECTION 2.6. Section 7.18 of the Credit Agreement is hereby amended
in is entirety and as so amended shall read as follows:
SECTION 7.18. DIVIDENDS AND OTHER SHAREHOLDER
DISTRIBUTIONS. The Parent shall only declare or pay dividends
or make a distribution (other than dividends and distributions
payable solely in its capital stock) of any kind (including by
redemption or purchase other than purchases of outstanding
capital stock in connection with the Parent's Stock
Compensation Program, Employee Stock Purchase Plan, Stock Award
and Incentive Plan and any similar programs or plans (the
"Stock Plans")) on its outstanding capital stock, if no Default
or Event of Default exists prior to or would result after
giving effect to such action; PROVIDED THAT prior to the
delivery of the compliance certificate in compliance with
Section 7.6(b) for the quarter ending September 30, 2009,
without the written consent of the Required Banks, the Parent
shall not (i) declare or pay any cash dividends on its common
stock in excess of a semi-annual cash dividend of $0.25 per
share of common stock or (ii) redeem, repurchase or otherwise
acquire any of its capital stock, other than repurchases in
connection with Stock Plans.
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SECTION 2.7. Section 7.19(d) and (h) of the Credit Agreement are
each hereby amended in their entirety and as so amended shall read as
follows:
(d) Subordinated Indebtedness, PROVIDED THAT from the
First Amendment Effective Date to the date the compliance
certificate for the quarter ending September 30, 2009 is
delivered in compliance with Section 7.6(b), no new
Subordinated Indebtedness shall be issued without the prior
written consent of the Required Banks;
(h) Indebtedness not otherwise permitted by this
Section 7.19 of not more than $300,000,000 in aggregate
principal amount outstanding on any date of determination for
the Parent and its Restricted Subsidiaries, PROVIDED THAT from
the First Amendment Effective Date to the date the compliance
certificate for the quarter ending September 30, 2009 is
delivered in compliance with Section 7.6(b) such Indebtedness
shall not exceed $150,000,000 without the prior written consent
of the Required Banks; and
SECTION 2.8. A new Section 7.23 is hereby added to the Credit
Agreement immediately following Section 7.22 as follows:
SECTION 7.23 CAPITAL EXPENDITURES. The Parent shall
not, nor shall it permit any of its Restricted Subsidiaries to,
incur Capital Expenditures in an aggregate amount for the
Parent and its Restricted Subsidiaries in excess of (i)
$35,000,000 for the three months ending March 31, 2009, (ii)
$50,000,000 for the six months ending June 30, 2009, or (ii)
$60,000,000 for the nine months ending September 30, 2009.
SECTION 2.9. Schedule I to Exhibit B to the Credit Agreement is
hereby amended in its entirety and as so amended shall read as set forth as
Addendum I attached to this Amendment
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. CREDIT AGREEMENT REPRESENTATIONS. In order to induce
the Banks and the Administrative Agent to enter into this Amendment, each
of the Parent and the Borrower hereby reaffirms, as of the date hereof, its
representations and warranties contained in Section 5 of the Credit
Agreement and additionally represents and warrants to the Administrative
Agent and each Bank as set forth in this Article III.
SECTION 3.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The
execution, delivery and performance by the Parent, each Guarantor and the
Borrower of this Amendment are within the Parent's, such Guarantor's and
the Borrower's powers, have been duly authorized by all necessary corporate
action, and do not:
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(a) contravene either the Parent's, any Guarantor's or the
Borrower's constituent documents;
(b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting the Parent, any Guarantor or the Borrower; or
(c) result in, or require the creation or imposition of, any
Lien on any of the Parent's, any Guarantor's or the Borrower's
properties.
SECTION 3.3. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization
or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or other Person is required for
the due execution, delivery or performance by the Parent, any Guarantor or
the Borrower of this Amendment.
SECTION 3.4. VALIDITY, ETC. This Amendment constitutes the legal,
valid and binding obligation of the Parent, each Guarantor and the Borrower
enforceable in accordance with its terms.
ARTICLE IV
CONDITIONS PRECEDENT
AND CONDITIONS SUBSEQUENT
SECTION 4.1. CONDITIONS PRECEDENT TO EFFECTIVENESS. (a) The
effectiveness of this Amendment is subject to the satisfaction of all of
the following conditions precedent:
(i) The Borrower, the Guarantors, the Administrative Agent,
and the Required Banks shall have executed and delivered this
Amendment;
(ii) The Administrative Agent shall have received
(a) certified copies of resolutions of the boards of directors (or
equivalent governing body) of the Parent, the Borrower and each
Guarantor authorizing the execution and delivery of this Amendment
and indicating the authorized signers of this Amendment and the
specimen signatures of such signers and (b) certificates of Good
Standing for each Guarantor to the extent relevant;
(iii) The Administrative Agent shall have received an opinion
of counsel to the Borrower and each Guarantor in form acceptable to
the Administrative Agent and covering such matters relating to the
transactions contemplated hereby as the Administrative Agent may
request; and
(iv) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Administrative Agent and
its counsel.
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If this Amendment becomes effective, the changes in the Applicable
Margin shall take effect on December 19, 2008 and on each day thereafter,
but any payment of interest due on or after December 19, 2008 with respect
to any amounts owing for any period prior thereto shall be computed on the
basis of the Applicable Margin in effect prior to such effectiveness.
SECTION 4.2. CONDITION SUBSEQUENT. On January 2, 2009 the Parent
shall pay to the Administrative Agent an amendment fee in the amounts and
for the benefit of the Banks as previously agreed to between the Arrangers
and the Parent. The failure of the Borrower to pay any such fees on
January 2, 2009 shall constitute an Event of Default.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1. RATIFICATION OF AND REFERENCES TO THE CREDIT AGREEMENT.
Except for the amendments expressly set forth above, the Credit Agreement
and each other Credit Document are hereby ratified, approved and confirmed
in each and every respect. Reference to this Amendment need not be made in
the Credit Agreement, the Note(s), or any other instrument or document
executed in connection therewith, or in any certificate, letter or
communication issued or made pursuant to or with respect to the Credit
Agreement, any reference in any of such items to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby.
SECTION 5.2. HEADINGS AND CAPITALIZED TERMS. The various headings
of this Amendment are for convenience of reference only, are not part of
this Amendment and shall not affect the construction of, or be taken into
consideration in interpreting, this Amendment. Capitalized terms used
herein which are not otherwise defined herein shall have the respective
meanings as set forth in the Credit Agreement.
SECTION 5.3. EXECUTION IN 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 agreement.
SECTION 5.4. NO OTHER AMENDMENTS. Except for the amendments
expressly set forth above, the text of the Credit Agreement and the other
Credit Documents shall remain unchanged and in full force and effect, and
the Banks and the Administrative Agent expressly reserve the right to
require strict compliance with the terms of the Credit Agreement and the
other Credit Documents.
SECTION 5.5. COSTS AND EXPENSES. The Borrower agrees to pay on
demand all costs and expenses of or incurred by the Administrative Agent in
connection with the negotiation, preparation, execution and delivery of
this Amendment, including the fees and expenses of counsel for the
Administrative Agent.
SECTION 5.6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF ILLINOIS.
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date
first above written.
JONES LANG LASALLE FINANCE B.V.
By /s/ Joseph J. Romenesko
-------------------------------------
Title Managing Director
-------------------------------
JONES LANG LASALLE INCORPORATED,
as Guarantor
By /s/ Joseph J. Romenesko
-------------------------------------
Title Executive Vice President
and Treasurer
-------------------------------
JONES LANG LASALLE CO-INVESTMENT, INC.,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Vice President and Treasurer
------------------------------
JONES LANG LASALLE INTERNATIONAL, INC.,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Vice President and Treasurer
------------------------------
LASALLE INVESTMENT MANAGEMENT, INC.,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Vice President and Treasurer
------------------------------
S-1
First Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
JONES LANG LASALLE AMERICAS, INC.,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Vice President and Treasurer
------------------------------
JONES LANG LASALLE LIMITED,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Attorney-in-Fact
------------------------------
JONES LANG LASALLE GmbH,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Attorney-in-Fact
------------------------------
JONES LANG LASALLE NEW ENGLAND, L.L.C.,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Vice President and Treasurer
------------------------------
JONES LANG LASALLE BROKERAGE, INC.,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------------
Title Vice President and Treasurer
------------------------------
BANK OF MONTREAL,
as Administrative Agent
By /s/ David L. Mistic
------------------------------------
Title Vice President
------------------------------
S-2
First Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
BMO CAPITAL MARKETS FINANCING, INC.
By /s/ David L. Mistic
------------------------------------
Title Vice President
------------------------------
BANK OF AMERICA, N.A.
By /s/ Adam Goettsche
------------------------------------
Title Senior Vice President
------------------------------
THE ROYAL BANK OF SCOTLAND plc
By
------------------------------------
Title
------------------------------
U.S. BANK NATIONAL ASSOCIATION
By /s/ James DeVries
------------------------------------
Title Senior Vice President
------------------------------
BARCLAYS BANK plc
By /s/ Nicholas A. Bell
------------------------------------
Title Director
------------------------------
FIFTH THIRD BANK (Chicago),
a Michigan banking corporation
By /s/ Joseph A. Wemhoff
------------------------------------
Title Vice President
------------------------------
S-3
First Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
WELLS FARGO BANK, N.A.
By /s/ Andrew Cavallari
------------------------------------
Title Vice President
-----------------------------
PNC BANK, NATIONAL ASSOCIATION
By /s/ Terri Wyda
------------------------------------
Title Vice President
------------------------------
HSBC BANK PLC
By /s/ Shripal Shah
------------------------------------
Title Associate Director
------------------------------
THE BANK OF NEW YORK MELLON
By /s/ Kenneth R. McDonnell
------------------------------------
Title Vice President
------------------------------
THE NORTHERN TRUST COMPANY
By /s/ Carol B. Conklin
------------------------------------
Title Vice President
------------------------------
COMERICA BANK
By /s/ Heather A. Whiting
------------------------------------
Title Vice President
------------------------------
S-4
First Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
MEGAINTERNATIONAL COMMERCIAL
BANK CO., LTD
Chicago Branch
By /s/ Cheng Chuan Lin
------------------------------------
Title VP & General Manager
------------------------------
NATIXIS
By /s/ Pieter van Tulder
------------------------------------
Title Managing Director
------------------------------
By /s/ Nicolas Regent
------------------------------------
Title Director
------------------------------
WESTPAC BANKING CORPORATION
By /s/ Bradley Scammell
------------------------------------
Title Head of Corporate and
Institutional Banking America
------------------------------
NATIONAL AUSTRALIA BANK LIMITED,
A.B.N. 12 004 044 937
By /s/ Courtney Cloe
------------------------------------
Title Director
------------------------------
S-5
First Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
ADDENDUM I
SCHEDULE I TO THE COMPLIANCE CERTIFICATE
Schedule of Compliance, as of the _________ day of _____________,
_____, with the Sections of the Agreement set forth below:
1. SECTION 7.14(k) (INVESTMENTS)
A. Investments acquired since the Effective Date $____________
Name Amount
---- ------
___________ ___________
___________ ___________
___________ ___________
B. The portion of Investments listed in Section 1A $____________
that have been disposed of
Name Amount
---- ------
___________ ___________
___________ ___________
___________ ___________
C. Line 1A MINUS Line 1B (must not $____________
exceed $300,000,000 or other
appropriate limitations)
D. The Borrower is in compliance Yes/No
2. SECTION 7.15 (CONSOLIDATED NET WORTH)
A. Total stockholder's equity of the $____________
Parent and its Restricted Subsidiaries
(calculated exclusive of any change in
accumulated other comprehensive income
since September 30, 2008)
B. Amounts deducted in arriving at Net Income
in respect of
(i) Non-recurring cash and non-cash
restructuring incurred between
July 1, 2008 and December 31,
2009, not to exceed $50,000,000
in the aggregate $____________
(ii) Non-cash impairment charges
relating to co-investments or
goodwill incurred between July 1,
2008 and December 31, 2009, not
to exceed $100,000,000 in the
aggregate $____________
C. Sum of Lines 2A, 2B(i) and 2B(ii) $____________
(must be equal to or greater than
$___________)
D. The Borrower is in compliance Yes/No
3. SECTION 7.16 (CASH FLOW LEVERAGE RATIO)
A. Total Funded Debt of the Parent and its $____________
Restricted Subsidiaries
B. Net Income $____________
C. Amounts deducted in arriving at
Net Income in respect of
(i) Interest Expense $____________
(ii) federal, state and local income taxes $____________
(iii) depreciation of fixed assets and $____________
amortization of intangible assets
(iv) non-cash contributions and accruals $____________
to deferred profit sharing or
compensation plans
(v) Permitted Adjustments $____________
D. Sum of Lines 3B, 3C(i), 3C(ii), 3C(iii), $____________
3C(iv) and 3C(v) ("Adjusted EBITDA")
E. Ratio of Line 3A to Line 3D (not to exceed ______ to 1.00
____ to 1.00)
F. The Borrower is in compliance Yes/No
4. SECTION 7.17 (INTEREST COVERAGE RATIO)
A. Net Income $____________
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B. Amounts deducted in arriving at
Net Income in respect of
(i) Interest Expense $____________
(ii) federal, state and local income taxes $____________
(iii) non-cash amortization of intangibles $____________
(iv) non-cash contributions and accruals $____________
to deferred profit sharing or
compensation plans
(v) Permitted Adjustments $____________
(vi) Rentals $____________
C. Sum of Lines 4A, 4B(i), 4B(ii), 4B(iii), $____________
4B(iv), 4B(v) and 4B(vi)
D. Cash Interest Expense and Rentals $____________
E. Ratio of Line 4C to Line 4D (not to exceed ______ to 1.00
____ to 1.00)
F. The Borrower is in compliance Yes/No
5. SECTION 7.23 (CAPITAL EXPENDITURES)
A. Capital expenditures from January 1, 2009:
Through March 31, 2009 (not to exceed
$35,000,000) $____________
Through June 30, 2009 (not to exceed
$50,000,000) $____________
Through September 30, 2009 (not to
exceed $60,000,000) $____________
B. The Borrower is in compliance Yes/No
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