EXHIBIT 99.2
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FIRST AMENDMENT TO AMENDED AND RESTATED
MULTICURRENCY CREDIT AGREEMENT
This First Amendment to Amended and Restated Multicurrency Credit
Agreement is dated as of June 16, 2008 (this "Amendment"), among Xxxxx Xxxx
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
Amended and Restated Multicurrency Credit Agreement, dated as of June 6,
2007 (the "Credit Agreement"); and
B. The Borrower has asked the Lenders and the Administrative Agent
to amend certain covenants and related definitions, revise the Applicable
Margin, increase the maximum amount to which the Commitments may be
increased and to make certain other amendments to the Credit Agreement as
set forth herein and the Lenders 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 1.15 of the Credit Agreement is hereby amended
by (i) deleting the amount "$650,000,000" appearing therein and inserting
in its place the amount "$1,000,000,000" and (ii) inserting the following
new sentences at the end thereof:
Any such increase to the Commitments may be effected by the
addition of a term loan facility containing such terms and
pursuant to such documentation as the Parent, Administrative
Agent, Co-Lead Arrangers and such Bank or Banks providing such
increased Commitment shall agree. If any such increase is
evidenced by separate loan documentation, the aggregate amount
of the commitments under any such separate loan documentation
shall reduce dollar-for-dollar the remaining amount available
to increase the Commitments under this Section 1.15.
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SECTION 2.2 Section 4.1 of the Credit Agreement is hereby amended by
(i) amending the defined terms "Applicable Margin", "Interest Coverage
Ratio", "Level I", "Level II", and "Level III" in their entirety and as so
amended to read as set forth below and (ii) inserting new defined terms
"Cash Interest Expense", "First Amendment", "First Amendment Effective
Date", "Level IV", "Level V", "Level VI", "Net Cash Proceeds", and
"Rentals" as set forth below in their proper alphabetical order:
"Applicable Margin" means, on any date for any Domestic
Rate Loan, Eurocurrency Loan, Reimbursement Obligations and
Facility Fees 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:
DOMESTIC
RATE LOANS AND
EUROCURRENCY REIMBURSEMENT FACILITY
LEVEL LOANS OBLIGATIONS FEE
----- ------------ ------------- ----------
Level I 0.90% 0% 0.350%
Level II 1.125% 0% 0.375%
Level III 1.35% 0% 0.400%
Level IV 1.55% 0.05% 0.450%
Level V 1.75% 0.25% 0.500%
Level VI 2.25% 0.50% 0.500%
; PROVIDED that from the First Amendment Effective Date until
the Pricing Date for the fiscal quarter of the Parent ending
December 31, 2008, the Borrower shall be in Level IV.
"Cash Interest Expense" means, for any period, the sum of
all cash interest charges of the Parent and its Restricted
Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.
"First Amendment" means the First Amendment to Amended
and Restated Multicurrency Credit Agreement dated as of June 6,
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.
"Interest Coverage Ratio" means as of the last day of any
calendar quarter the ratio of the sum of Adjusted EBIT 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 Total
Funded Debt to Adjusted EBITDA 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 Total Funded Debt to Adjusted EBITDA
Ratio is less than 1.50 to 1.00.
"Level III" exists at any date if, at such date, neither
Level I nor Level II exists and the Total Funded Debt to
Adjusted EBITDA 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 Total Funded
Debt to Adjusted EBITDA Ratio is less than 2.50 to 1.00.
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"Level V" exists at any date if, at such date, neither
Xxxxx X, Xxxxx XX, Xxxxx XXX, nor Level IV exists and the Total
Funded Debt to Adjusted EBITDA 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.
"Net Cash Proceeds" means, with respect to any offering
of equity securities of 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.
"Rentals" means and includes all fixed rents (including
as such all payments which the lessee is obligated to make to
the lessor on termination of the lease or surrender of the
property) payable by the Parent or any of its Subsidiaries, as
lessee or sublessee under a lease of real or personal property,
but shall be exclusive of any amounts required to be paid by
the Parent or any of its Subsidiaries (whether or not
designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges.
SECTION 2.3. Section 7.15 of the Credit Agreement is hereby amended
by deleting the phrase "100% of the Net Cash Proceeds of such issuance" and
inserting in its place the phrase: "100% of (A) the Net Cash Proceeds of
such issuance and (B) the portion of the purchase price for any Acquisition
paid by the Parent or any Subsidiary with the issuance of capital
securities".
SECTION 2.4. Sections 7.16 and 7.17 of the Credit Agreement are each
hereby amended in their entirety and as so amended shall read as follows:
SECTION 7.16. FUNDED DEBT TO ADJUSTED EBITDA. The
Parent will as of the last day of each calendar quarter
maintain the Total Funded Debt to Adjusted EBITDA Ratio at not
more than 3.25 to 1.00.
SECTION 7.17. INTEREST COVERAGE RATIO. The Parent will
as of the last day of each calendar quarter maintain an
Interest Coverage Ratio of not less than 2.00 to 1.00.
SECTION 2.5. Section 7.19(a) of the Credit Agreement is hereby
amended in its entirety and as so amended shall read as follows:
(a) (i) the Obligations of the Borrower and Guarantors
owing to the Banks and Administrative Agent hereunder and
(ii) the obligations of the Borrower and Guarantors owing in
connection with any term loan facility contemplated by
Section 1.15 hereof;
SECTION 2.6. Section 7.19 of the Credit Agreement is hereby amended
by (i) deleting the word "or" at the end of clause (g) thereof and
inserting in its place the word "and" and (ii) deleting the amount
"$200,000,000" appearing in clause (h) thereof and inserting in its place
the amount "$300,000,000".
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SECTION 2.7. Section 7.22 of the Credit Agreement is hereby amended
in its entirety and as so amended shall read as follows:
SECTION 7.22. ADDITIONAL GUARANTORS. If on the last day
of the calendar quarter ending June 30, 2007 and each calendar
quarter ending thereafter the total liabilities of the
non-Guarantor Subsidiaries of the Parent equal or exceed 35% of
the book value of the total consolidated assets of the Parent
and its Subsidiaries, then the Parent will, within fifteen (15)
Business Days of the date on which the balance sheet as of such
date is required to be delivered pursuant to Section 7.6(a)(i)
or Section 7.6(a)(ii), cause an additional Subsidiary or
additional Subsidiaries to become a Guarantor or Guarantors
hereunder such that the total liabilities of the non-Guarantor
Subsidiaries of the Parent are less than 35% of the book value
of the total consolidated assets of the Parent and its
Subsidiaries. In addition, if on the last day of any calendar
quarter any Subsidiary of the Parent which is not a Guarantor
on the First Amendment Effective Date accounts for either (i)
10% or more of the Adjusted EBITDA of the Parent for the
12-month period then ended (other than as a result of a one
time, non-recurring or extraordinary event reasonably
acceptable to the Administrative Agent) or (ii) 10% or more of
the book value of the total consolidated assets of the Parent
and its Subsidiaries, then the Parent will, within fifteen (15)
Business Days of the date on which the balance sheet as of such
date is required to be delivered pursuant to Section 7.6(a)(i)
or Section 7.6(a)(ii), cause such Subsidiary to become a
Guarantor hereunder; PROVIDED that, for any non-Wholly Owned
Subsidiary of the Parent, the Parent shall exclude from the
Adjusted EBITDA and book value of assets calculations for that
Subsidiary, the proportion of Adjusted EBITDA and book value of
assets attributable to the interests in that Subsidiary not
owned, directly or indirectly, by Parent. Within 60 days of
the First Amendment Effective Date, the Parent shall cause
Xxxxx Lang LaSalle New England, LLC to become a Guarantor
hereunder. Together with the delivery of any Additional
Guarantor Supplement, the Parent shall deliver and shall cause
each such Subsidiary to deliver corporate resolutions, opinions
of counsel, and such other corporate documentation as the
Administrative Agent shall reasonably request. Upon any such
Subsidiary becoming a Guarantor hereunder the Parent shall
provide to the Administrative Agent an updated Schedule 5.2.
SECTION 2.8. Section 7.19 of the Credit Agreement is hereby amended
by (i) deleting the "." at the end of clause (h) thereof and inserting in
its place "; and" and (ii) inserting new clause (i) immediately following
clause (h) as follows:
(i) Indebtedness of the Parent and the Guarantors owing to the
former shareholders of Staubach Holdings, Inc. representing
deferred and earn-out obligations in an aggregate principal
amount outstanding not to exceed $525,000,000 MINUS the
principal amount of any payment thereon.
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SECTION 2.9. Section 4.1 of the Credit Agreement is hereby amended
by amending the defined term "Permitted Adjustment" in its entirety to read
as follows:
"Permitted Adjustment" means, for any period, transition
charges incurred by the Parent or any Restricted Subsidiaries
during such period relating to the Acquisition by the Parent of
all of the outstanding equity of (i) Xxxxxxxxx and Xxxx LLC, a
Delaware limited liability company, to the extent such charges
do not exceed $10,000,000 in the aggregate for all periods,
(ii) Xxxxxx'x Holding GmbH Company (now known as Xxxxxx'x
Xxxxx 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 (iii) Staubach Holdings, Inc., a Texas
corporation, to the extent such charges do not exceed
$25,000,000 in the aggregate for all periods.
SECTION 2.10. The Administrative Agent hereby designates BMO Capital
Markets and Banc of America Securities LLC as Co-Lead Arrangers and Joint
Book Runners.
ARTICLE III
CONSENT
The Parent has advised the Administrative Agent and the Banks of its
desire to acquire all of the outstanding capital stock of a company code
named Stanford on substantially the terms described to the Administrative
Agent and the Banks in the Parent's presentation to the Administrative
Agent and the Banks on May 30, 2008 (the "Stanford Acquisition"). The
Banks hereby approve the Stanford Acquisition; PROVIDED that: (A) the total
consideration (including all liabilities assumed by the Parent and its
Subsidiaries but excluding (i) all costs and fees incurred by the Parent in
connection with the Stanford Acquisition, including without limitation,
attorney fees and investment bank fees and (ii) any earn-out obligations)
for the Stanford Acquisition does not exceed $650,000,000, of which not
more than $150,000,000 will be paid in cash upon consummation of the
Stanford Acquisition; (B) after giving effect to the Stanford Acquisition,
no Default or Event of Default shall exist; and (C) the Stanford
Acquisition is consummated not later than August 31, 2008. Immediately
upon consummation of the Stanford Acquisition, the Parent shall cause
Stanford and such of its Subsidiaries as shall be requested by the
Administrative Agent to become Guarantors under the Credit Agreement and
shall deliver such corporate resolutions, opinions of counsel and such
other corporate documentation as the Administrative Agent may reasonably
request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1 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 IV.
SECTION 4.2 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;
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(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 4.3 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 4.4 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 V
CONDITIONS PRECEDENT
SECTION 5.1 EFFECTIVENESS.
(a) The effectiveness of this Amendment (other than Sections 2.7
and 2.8) 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 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;
(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 Parent shall have paid the fees as agreed among the
Parent and the Co-Lead Arrangers; and
(v) Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Administrative Agent and
its counsel.
(b) The amendments contained in Sections 2.7 and 2.8 shall become
effective upon (i) satisfaction of all the conditions precedent contained
in Section 5.1(a) above and (ii) the consummation of the Stanford
Acquisition as consented to by the Lenders pursuant to Article III hereof.
Promptly upon consummation of the Stanford Acquisition, the Parent agrees
to provide written notice thereof to the Administrative Agent and Banks.
If this Amendment becomes effective, the changes in the Applicable
Margin shall take effect on June 16, 2008 and on each day thereafter, but
any payment of interest or fees due on or after June 16, 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.
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ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1 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 6.2 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 6.3 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 6.4. 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 Lenders 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 6.5. 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 6.5. 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.
XXXXX XXXX LASALLE FINANCE B.V.
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Managing Director
XXXXX XXXX LASALLE INCORPORATED, AS GUARANTOR
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Vice President and Treasurer
XXXXX XXXX LASALLE CO-INVESTMENT, INC.,
AS GUARANTOR
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Vice President and Treasurer
XXXXX XXXX LASALLE INTERNATIONAL, INC.,
AS GUARANTOR
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Vice President and Treasurer
LASALLE INVESTMENT MANAGEMENT, INC.,
AS GUARANTOR
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Vice President and Treasurer
XXXXX LANG LASALLE AMERICAS, INC.,
AS GUARANTOR
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Vice President and Treasurer
XXXXX LANG LASALLE LIMITED, AS GUARANTOR
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Attorney-in-Fact
XXXXX LANG LASALLE GmbH, AS GUARANTOR
By /s/ Xxxxxx X. Xxxxxxxxx
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Title Attorney-in-Fact
First Amendment to
Multicurrency Credit
S-1 Agreement
BANK OF MONTREAL, AS ADMINISTRATIVE AGENT
AND L/C ISSUER
By /s/ Xxxxx X. Xxxxxx
------------------------------------
Title Vice President
BMO CAPITAL MARKETS FINANCING, INC.,
AS SWINGLINE BANK AND AS A BANK
By /s/ Xxxxx X. Xxxxxx
------------------------------------
Title Vice President
First Amendment to
Multicurrency Credit
S-2 Agreement
BANK OF AMERICA, N.A.
By /s/ Xxxx Xxxxxxxxx
-----------------------------------
Title Senior Vice President
First Amendment to
Multicurrency Credit
S-3 Agreement
LASALLE BANK NATIONAL ASSOCIATION
By /s/ Xxxx Xxxxxxxxx
-----------------------------------
Title Senior Vice President
First Amendment to
Multicurrency Credit
S-4 Agreement
THE ROYAL BANK OF SCOTLAND PLC
By /s/ Xxxxxxx Xxxxx
-----------------------------------
Title Relationship Director
First Amendment to
Multicurrency Credit
S-5 Agreement
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxx XxXxxxx
-----------------------------------
Title Senior Vice President
First Amendment to
Multicurrency Credit
S-6 Agreement
BARCLAYS BANK PLC
By /s/ Xxxxxxxx X. Xxxx
-----------------------------------
Title Director
First Amendment to
Multicurrency Credit
S-7 Agreement
FIFTH THIRD BANK (CHICAGO),
A MICHIGAN BANKING CORPORATION
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Title Vice President
First Amendment to
Multicurrency Credit
S-8 Agreement
NATIONAL CITY BANK, SUCCESSOR BY MERGER
TO NATIONAL CITY BANK OF THE MIDWEST
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Title Vice President
First Amendment to
Multicurrency Credit
S-9 Agreement
XXXXX FARGO BANK, N.A.
By /s/ Xxxxxx Cavallari
-----------------------------------
Title Vice President
First Amendment to
Multicurrency Credit
S-10 Agreement
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxx Xxxxx
-----------------------------------
Title Vice President
First Amendment to
Multicurrency Credit
S-11 Agreement
HSBC BANK PLC
By /s/ Xxxxxxx Xxxx
-----------------------------------
Title Global Relationship Director
First Amendment to
Multicurrency Credit
S-12 Agreement
THE BANK OF NEW YORK
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Title Vice President
First Amendment to
Multicurrency Credit
S-13 Agreement
THE NORTHERN TRUST COMPANY
By /s/ Xxxxx Xxxxxxx
-----------------------------------
Title Vice President
First Amendment to
Multicurrency Credit
S-14 Agreement
