EXHIBIT 99.2
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SECOND AMENDMENT TO TERM LOAN AGREEMENT
This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT is dated as of
June 17, 2009 (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 (as amended by the First Amendment to Term
Loan Agreement dated as of December 19, 2008, the "Credit Agreement"); and
B. The Borrower has asked the Banks and the Administrative Agent to
amend certain covenants and related definitions, to 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 "LIBOR" appearing therein and inserting in its
place the following:
"LIBOR" means, for an Interest Period for a Borrowing of
Eurodollar Loans, the greater of (x) (a) the LIBOR Index Rate for
such Interest Period, if such rate is available and (b) if the LIBOR
Index Rate cannot be determined, the average rate of interest per
annum (rounded upwards, if necessary, to the nearest one
hundred-thousandth of a percentage point) at which deposits in U.S.
Dollars in immediately available funds are offered to the Person
serving as the Administrative Agent at 11:00 a.m. (London, England
time) two (2) Business Days before the beginning of such Interest
Period by major banks in the interbank eurodollar market for delivery
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on the first day of and for a period equal to such Interest Period in
an amount equal or comparable to the principal amount of the
Eurodollar Loan scheduled to be made by the Person serving as the
Administrative Agent as part of such Borrowing and (y) 1.25%.
SECTION 2.2. Section 1.7 of the Credit Agreement is hereby amended in
its entirety and as so amended shall read as follows:
SECTION 1.7. PREPAYMENTS. (a) OPTIONAL. The Borrower may
prepay without premium or penalty and in whole or in part (but, if in
part, then: (i) if such Borrowing is of Domestic Rate Loans, in an
amount not less than $500,000, (ii) if such Borrowing is of
Eurodollar Loans, in an amount not less than $1,000,000, and (iii) in
each case, in an amount such that the minimum amount required for a
Borrowing pursuant to Section 1.3 hereof remains outstanding) any
Borrowing of Eurodollar Loans at any time upon one (1) Business Day's
prior notice by the Borrower to the Administrative Agent or, in the
case of a Borrowing of Domestic Rate Loans, notice delivered by the
Borrower to the Administrative Agent no later than 12:00 noon
(Chicago time) on the date of prepayment (or, in any case, such
shorter period of time then agreed to by the Administrative Agent),
such prepayment to be made by the payment of the principal amount to
be prepaid. Any such prepayment under this Section 1.7(a) shall be
applied first to the next succeeding four (4) scheduled amortization
payments and second to the remaining scheduled amortization payments
on a pro rata basis. The Administrative Agent will promptly advise
each Bank of any such prepayment notice it receives from the
Borrower.
(b) MANDATORY. (i) If during any Mandatory Prepayment Period
the Parent or any Restricted Subsidiary at any time or from time to
time makes a Disposition with respect to any Property, then promptly
upon receipt by the Parent or such Restricted Subsidiary of the Net
Cash Proceeds of such Disposition, the Borrower shall prepay the
Loans in an aggregate amount equal to 100% of the amount of all such
Net Cash Proceeds (and together with such prepayment deliver to the
Administrative Agent a certificate of the Parent in reasonable detail
calculating the prepayment obligation); provided that so long as no
Default or Event of Default then exists, this subsection shall not
require any such prepayment with respect to Net Cash Proceeds
received on account of Dispositions during any four fiscal quarter
period of the Borrower not exceeding $10,000,000 in the aggregate.
The Borrower acknowledges that its performance hereunder shall not
limit the rights and remedies of the Banks for any breach of Section
7.12(a) hereof or any other terms of the Credit Documents.
(ii) If during any Mandatory Prepayment Period the Parent or
any Restricted Subsidiary issues new equity securities (whether
common or preferred stock or otherwise), other than equity securities
(a) issued in connection with the Stock Plans, (b) of the Parent
issued to the seller of an acquired business in connection with an
Acquisition permitted hereby and (c) of the Parent issued to finance
Investments permitted by Section 7.14(k), promptly upon receipt by
the Parent or such Restricted Subsidiary of Net Cash Proceeds of such
issuance, the Borrower shall prepay the Loans in an aggregate amount
equal to 50% of the amount of such Net Cash Proceeds (and together
with such prepayment deliver to the Administrative Agent a
certificate of the Parent in reasonable detail calculating the
prepayment obligation). The Borrower acknowledges that its
performance hereunder shall not limit the rights and remedies of the
Banks for any breach of Section 8.1(k) (Change of Control) hereof or
any other terms of the Credit Documents.
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(iii) If during any Mandatory Prepayment Period the Parent or
any Restricted Subsidiary issues any Indebtedness for borrowed money,
other than Indebtedness for borrowed money permitted by Section
7.19(a), (b), (c), (e), (f) or (i) hereof, promptly upon receipt by
the Parent or such Restricted Subsidiary of Net Cash Proceeds of such
issuance, the Borrower shall prepay the Loans in an aggregate amount
equal to 100% of the amount of such Net Cash Proceeds (and together
with such prepayment deliver to the Administrative Agent a
certificate of the Parent in reasonable detail calculating the
prepayment obligation). The Borrower acknowledges that its
performance hereunder shall not limit the rights and remedies of the
Banks for any breach of Section 7.19 hereof or any other terms of the
Credit Documents.
(iv) Within five (5) days after receipt of the Parent's year-
end audited financial statements, and in any event within 95 days
after the end of each fiscal year of the Parent (commencing with the
first such date occurring after the date hereof), if the Cash Flow
Leverage Ratio for such fiscal year was greater than 3.25 to 1.00 the
Borrower shall prepay the Loans by an amount equal to 50% of Excess
Cash Flow of the Parent and its Subsidiaries for the most recently
completed fiscal year of the Parent.
(v) Unless the Borrower otherwise directs, prepayments of
Loans under this Section 1.7(b) shall be applied first to Borrowings
of Base Rate Loans until payment in full thereof with any balance
applied to Borrowings of Eurodollar Loans in the order in which their
Interest Periods expire. Each prepayment of Loans under this Section
1.7(b) shall be made by the payment of the principal amount to be
prepaid and accrued interest thereon to the date of prepayment
together with any amounts due the Banks under Section 1.12 hereof and
shall be applied to the remaining amortization payments on the Loans
on a ratable basis among all such remaining amortization payments
based on the principal amounts thereof.
SECTION 2.3. Section 4.1 of the Credit Agreement is hereby amended by
(i) deleting the defined term "Adjusted EBITA", (ii) amending the defined
terms "Applicable Margin", "Consolidated Net Worth", "Interest Coverage
Ratio", "Level I", "Level II", Level III", Level IV", "Net Cash Proceeds",
"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,
"Disposition", "Excess Cash Flow", "Mandatory Prepayment Period", "Second
Amendment", "Second Amendment Effective Date", and "Stock Plans" as set forth
below in their proper alphabetical order:
"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:
EUROCURRENCY DOMESTIC
LEVEL LOANS RATE LOANS
Level I 2.25% 1.25%
Level II 2.50% 1.50%
Level III 2.75% 1.75%
Level IV 3.00% 2.00%
Level V 3.50% 2.50%
Level VI 4.00% 3.00%
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; provided that from the Second Amendment Effective Date until the
Pricing Date for the fiscal quarter of the Parent ending June 30,
2010, the Borrower shall be in Level IV if the Cash Flow Leverage
Ratio is less than 3.00 to 1.00. 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 and Domestic Rate Loans for all levels shall be
increased by 0.50%.
"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 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 not
to exceed $75,000,000 in the aggregate for all periods, (ii)
impairment or other non-cash charges related to the co-investments of
the Parent and its Restricted Subsidiaries not to exceed $100,000,000
in the aggregate for all periods and (iii) non-cash charges arising
from the impairment of goodwill or other intangible assets in
accordance with and as required by SFAS Statement 142 under GAAP or
any successor standard.
"Disposition" means the sale, conveyance or other disposition
of Property, other than sales or other dispositions in the ordinary
course of business or expressly permitted under Sections 7.12(a)(1),
(2), (3), (4), (5), (6) or (7) hereof.
"Excess Cash Flow" means, with respect to any fiscal year
commencing with the fiscal year ending December 31, 2009, for the
Parent and its Restricted Subsidiaries on a consolidated basis, an
amount equal to (a) Adjusted EBITDA (but determined for such purposes
without giving effect to any extraordinary gains or losses, any
Permitted Adjustments paid in cash or any amounts attributable to any
Person acquired during such period pursuant to an Acquisition for any
period prior to the consummation of such Acquisition) during such
period plus any decreases in non-debt, non-cash working capital of
the Parent and its Restricted Subsidiaries for such period, plus the
aggregate principal amount of proceeds received of the disposition of
any or any part of any Investments not constituting an Acquisition
made as permitted by Section 7.14(k), minus (b) without duplication,
(i) Cash Interest Expense during such period, (ii) federal, state and
local income taxes paid in cash during such period, (iii) the
aggregate amount of payments required to be made, and actually made,
by the Parent and its Restricted Subsidiaries during such period in
respect of all principal on all Indebtedness (whether at maturity, as
a result of mandatory sinking fund redemption, mandatory prepayment,
acceleration or otherwise, but excluding payments made under the
Multicurrency Credit Agreement and excluding prepayments of the Loans
made under Section 1.7(b) hereof), (iv) the aggregate principal
amount of voluntary prepayments made on the Loans, (v) the aggregate
amount of dividends paid in cash by the Parent, (vi) the aggregate
gross principal amount of Investments not constituting Acquisitions
made as permitted by Section 7.14(k) hereof and not financed with the
proceeds of an equity issuance, (vii) the aggregate amount of
principal payments made on the Indebtedness permitted to be
outstanding under Section 7.19(i) hereof not funded with the proceeds
of any Indebtedness, (viii) the aggregate amount of payments made
representing deferred business acquisition obligations, earn-out
payments, minority shareholder redemption liabilities and any other
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acquisition related payments not covered by clause (vii) above and
not funded with the proceeds of any Indebtedness (but excluding
credit extended under the Multicurrency Credit Agreement), (ix) the
aggregate amount of Capital Expenditures made by the Parent and its
Restricted Subsidiaries during such period to the extent permitted by
this Agreement and not financed with proceeds of Indebtedness (but
excluding credit extended under the Multicurrency Credit Agreement),
(x) any non-recurring fees, expenses or charges paid in connection
with the consummation of the Second Amendment or the Third Amendment
to the Multicurrency Credit Agreement or the issuance of equity by
the Parent to the extent not deducted when calculating Consolidated
Net Income, and (xi) any increases in non-debt, non-cash working
capital of the Parent and its Restricted Subsidiaries for such
period.
"Interest Coverage Ratio" means as of the last day of any
calendar quarter the ratio of the sum of Adjusted EBITDA 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 1.50 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 2.00 to 1.00.
"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 2.50 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 3.00 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 3.50 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.
"Mandatory Prepayment Period" means any period after which the
Cash Flow Leverage Ratio exceeds 3.25 to 1.00 for two consecutive
fiscal quarters and prior to the date the Cash Flow Leverage Ratio is
less than 3.25 to 1.00 for two consecutive fiscal quarters.
"Net Cash Proceeds" means, as applicable, (a) with respect to
any Disposition by a Person, cash and cash equivalent proceeds
received by or for such Person's account, net of (i) reasonable and
customary direct costs relating to such Disposition and (ii) sale,
use or other transactional taxes paid or payable (or reasonably
estimated to be paid or payable) by such Person as a direct result of
such Disposition and (b) with respect to any offering of equity
securities of a Person or the issuance of any Indebtedness by a
Person, cash and cash equivalent proceeds received by or for such
Person's account, net of reasonable legal, underwriting, printing and
other fees and expenses incurred as a direct result thereof.
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"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) Jones Lang LaSalle
Brokerage,Inc. (f/k/a 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) deferred
commissions earned by any Person (other than Staubach) acquired
pursuant to an Acquisition (net of commissions payable) for
transactional activity, to the extent such activity was completed
prior to the acquisition of such Person by the Parent or 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 $30,000,000 in the aggregate for all
periods, (iv) non-recurring cash and non-cash restructuring charges
incurred by the Parent or any Restricted Subsidiary not to exceed
$75,000,000 in the aggregate for all periods, (v) impairment or other
non-cash charges related to co-investments of the Parent and its
Restricted Subsidiaries, not to exceed $100,000,000 in the aggregate
for all periods, and (vi) non-cash charges arising from the
impairment of goodwill or other intangible assets in accordance with
and as required by SFAS Statement 142 under GAAP or any successor
standard.
"Second Amendment" means the Second Amendment to Term Loan
Agreement dated as of June 17, 2009 by and among the Borrower, the
Guarantors, the Banks and the Administrative Agent.
"Second Amendment Effective Date" means the date upon which the
Second Amendment became effective pursuant to its terms.
"Stock Plans" is defined in Section 7.18 hereof.
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
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in compliance with Section 7.6(b) for the quarter ending March 31,
2011, $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 March 31, 2011 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,
or any successor thereto, in effect on the First Amendment Effective
Date or (B) $10,000,000 (or, $15,000,000, if the Parent delivers to
the Banks evidence satisfactory to the Administrative Agent that
after giving effect to such co-investment the Parent's Cash Flow
Leverage Ratio calculated as of the last day of the most recent four
fiscal quarter period for which financial statements have been
delivered and on a pro forma basis assuming such commitment was
funded with debt on the last day of such four fiscal quarter period
is less than 2.75 to 1.00) per co-investment for any commitment to
make a new co-investment or for all other Investments, in each case
without the written consent of the Required Banks; or
SECTION 2.5. Section 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:
CASH FLOW LEVERAGE
RATIO SHALL NOT BE
PERIODS ENDING GREATER THAN
June 30, 2009 3.75 to 1.00
through March 31, 2011
April 1, 2011 3.50 to 1.00
through September 30, 2011
October 1, 2011 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 March 31, 2011, without the written
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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 $0.15 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.
SECTION 2.7. Sections 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 March 31, 2011 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 March 31, 2011 is delivered in compliance with Section 7.6(b)
such Indebtedness shall not exceed $150,000,000 in aggregate
principal amount outstanding on any date of determination without the
prior written consent of the Required Banks; and
SECTION 2.8. Section 7.23 of the Credit Agreement is hereby amended in
its entirety and as so amended shall read 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) $65,000,000 in the fiscal year ending
December 31, 2009 or (ii) $50,000,000 in the fiscal year ending
December 31, 2010.
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 in the other Credit Documents 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:
(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
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(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
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;
(iv) The Borrower shall have paid to each Bank which executed
this Amendment on or prior to June 17, 2009 an amendment fee in the
amounts as previously agreed to between the Arrangers and the Parent;
and
(v) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Administrative Agent and
its counsel.
If this Amendment becomes effective, the changes in the Applicable
Margin shall take effect on June 17, 2009 and on each day thereafter, but any
payment of interest due on or after June 17, 2009 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.
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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
------------------------
Second Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
S-1
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 Director
------------------------
JONES LANG LASALLE BROKERAGE, INC.,
as Guarantor
By /s/ Joseph J. Romenesko
------------------------------
Title Vice President and
Treasurer
------------------------
LASALLE INVESTMENT MANAGEMENT
ASIA PTE LTD, as Guarantor
By /s/ Joseph J. Romenesko
------------------------------
Title Attorney-in-Fact
------------------------
Second Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
S-2
BANK OF MONTREAL,
as Administrative Agent
By /s/ Thomas A. Batterham
------------------------------
Title Thomas A. Batterham
------------------------
BMO CAPITAL MARKETS FINANCING, INC.
By /s/ Thomas A. Batterham
------------------------------
Title Thomas A. Batterham
------------------------
BANK OF AMERICA, N.A.
By /s/ Adam M. Goettsche
------------------------------
Title Senior Vice President
------------------------
THE ROYAL BANK OF SCOTLAND PLC
By /s/ David Addenbrooke
------------------------------
Title Head of Real
Estate Services
------------------------
U.S. BANK NATIONAL ASSOCIATION
By /s/ James DeVries
------------------------------
Title Senior Vice President
------------------------
BARCLAYS BANK PLC
By /s/ Alicia Borys
------------------------------
Title Assistant Vice President
------------------------
Second Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
S-3
FIFTH THIRD BANK (CHICAGO),
a Michigan banking corporation
By /s/ Joseph A. Wemhoff
------------------------------
Title Vice President
------------------------
WELLS FARGO BANK, N.A.
By /s/ Andrew Cavallari
------------------------------
Title Vice President
------------------------
PNC BANK, NATIONAL ASSOCIATION
By /s/ Paul Jamiolkowski
------------------------------
Title Senior Vice President
------------------------
HSBC BANK PLC
By /s/ Kevin Hutchings
------------------------------
Title 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
------------------------
Second Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
S-4
COMERICA BANK
By /s/ Heather A. Whiting
------------------------------
Title Vice President
------------------------
MEGAINTERNATIONAL COMMERCIAL BANK CO.,
LTD CHICAGO BRANCH
By /s/ Cheng-Chuan Lin
------------------------------
Title General Manager &
Vice President
------------------------
NATIXIS
By /s/ Pieter van Tulder
------------------------------
Title Managing Director
------------------------
By /s/ Paul Moisselin
------------------------------
Title Associate
------------------------
WESTPAC BANKING CORPORATION
By /s/ Henrik Jensen
------------------------------
Title Vice President
------------------------
NATIONAL AUSTRALIA BANK LIMITED,
A.B.N.12 004 044 937
By /s/ Courtney Cloe
------------------------------
Title Director
------------------------
Second Amendment to
Jones Lang LaSalle Finance B.V.
Term Loan Agreement
S-5
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 charges, not to
exceed $75,000,000 in the aggregate $____________
(ii) Impairment or other Non-cash
charges relating to co-investments
incurred, not to exceed $100,000,000
in the aggregate $____________
(iii) Non-cash charges arising from
impairment of goodwill or other
intangible assets $____________
C. Sum of Lines 2A, 2B(i), 2B(ii) and 2B(iii) $____________
(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 $____________
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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 $____________
B. 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 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 during fiscal year
ending December 31, ____: $____________
B. Permitted amount of Capital Expenditures $____________
C. The Borrower is in compliance Yes / No
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