0000950123-18-005929 Sample Contracts

Contract
Second Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

SECOND LIEN AMENDMENT NO. 3, dated as of December 22, 2015 (this “Second Lien Amendment No. 3”) to the Second Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” and/or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), BANK OF AMERICA, N.A., as the Incremental Lender hereunder (in such capacity, the “2015-3 Incremental Lender”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent and, for purposes of Sections 4, 8, 9, 10, 11, 12 and 13 hereof only, each of the other Loan Parties party as of the date hereof.

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Contract
First Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

AMENDMENT NO. 11 TO THE FIRST LIEN CREDIT AGREEMENT REFERRED TO BELOW, dated as of March 15, 2018 (this “First Lien Amendment No. 11”), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), Lenders constituting the Required Facility Lenders under the Revolving Credit Facility and UBS AG, STAMFORD BRANCH, as Administrative Agent.

Contract
First Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

AMENDMENT NO. 7 TO THE FIRST LIEN CREDIT AGREEMENT REFERRED TO BELOW, dated as of November 14, 2016 (this “First Lien Amendment No. 7”), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), Lenders constituting the Required Facility Lenders under the Revolving Credit Facility and UBS AG, STAMFORD BRANCH, as Administrative Agent.

Contract
First Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

FIRST LIEN AMENDMENT NO. 8, dated as of September 15, 2017 (this “First Lien Amendment No. 8”) to the First Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” and/or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), the 2022 Revolving Credit Lenders (as defined below), each in its capacity as such and, if applicable, as an L/C Issuer, and UBS AG, STAMFORD BRANCH, in its capacity as Administrative Agent and Swing Line Lender and, for purposes of Sections 4, 8, 9, 10, 11, 12 and 13 hereof only, each of the other Loan Parties party as of the date hereof. Capitalized terms used

PRELIMINARY STATEMENTS
First Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York
Contract
Second Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

SECOND LIEN AMENDMENT NO. 5, dated as of May 19, 2017 (this “Second Lien Amendment No. 5”) to the Second Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” and/or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian

Contract
Second Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

AMENDMENT NO. 4 TO THE SECOND LIEN CREDIT AGREEMENT REFERRED TO BELOW, dated as of April 28, 2016 (this “Second Lien Amendment No. 4”), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), Lenders constituting the Required Lenders and BANK OF AMERICA, N.A., as Administrative Agent.

Contract
Second Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

AMENDMENT NO. 1 TO THE SECOND LIEN CREDIT AGREEMENT REFERRED TO BELOW, dated as of August 13, 2015 (this “Second Lien Amendment No. 1”), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), Lenders constituting the Required Lenders and BANK OF AMERICA, N.A., as Administrative Agent.

Contract
First Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

FIRST LIEN AMENDMENT NO. 6, dated as of November 14, 2016 (this “First Lien Amendment No. 6”) to the First Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” and/or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), UBS AG, STAMFORD BRANCH, as the Incremental Term Lender hereunder (in such capacity, the “2016-2 Incremental Term Lender”), and UBS AG, STAMFORD BRANCH, in its capacity as Administrative Agent and, for purposes of Sections 4, 8, 9, 10, 11, 12 and 13 hereof only, each of the other Loan Parties party as of the date hereof.

Contract
First Lien Credit Agreement • May 22nd, 2018 • DTZ Jersey Holdings LTD • Real estate • New York

AMENDMENT NO. 1 TO THE FIRST LIEN CREDIT AGREEMENT REFERRED TO BELOW, dated as of August 13, 2015 (this “First Lien Amendment No. 1”), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (“Holdings”), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the “U.S. Borrower” or the “Borrower Representative”), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the “Australian Borrower” and, collectively with U.S. Borrower, the “Borrowers”), Lenders constituting the Required Lenders, the L/C Issuers party hereto, the Swing Line Lender and UBS AG, STAMFORD BRANCH, as Administrative Agent.

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