-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G+IjRF3pkPiSffmICfJmcCR48lB5ITCTnMEWUCXcO719ZpHHAW2HoNme5frSW7yU dNL16H1GrRyycNe3Cc2o/g== /in/edgar/work/20000814/0000892626-00-000311/0000892626-00-000311.txt : 20000921 0000892626-00-000311.hdr.sgml : 20000921 ACCESSION NUMBER: 0000892626-00-000311 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JONES LANG LASALLE INC CENTRAL INDEX KEY: 0001037976 STANDARD INDUSTRIAL CLASSIFICATION: [6531 ] IRS NUMBER: 364150422 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13145 FILM NUMBER: 699660 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3127825800 FORMER COMPANY: FORMER CONFORMED NAME: LASALLE PARTNERS INC DATE OF NAME CHANGE: 19970417 10-Q 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number 1-13145 JONES LANG LASALLE INCORPORATED ----------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 36-4150422 ------------------------- --------------------------------- (State or other jurisdic- (IRS Employer Identification No.) tion of incorporation or organization) 200 East Randolph Drive, Chicago, IL 60601 - --------------------------------------- ---------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 312/782-5800 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class August 10, 2000 ----- ---------------- Common Stock ($0.01 par value) 30,859,772 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements . . . . . . . . . . . . . . . 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . 29 Item 3. Quantitative and Qualitative Disclosures about Market Risk. . . . . . . . . . . . . . . . . . . . 39 PART II OTHER INFORMATION Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 40 Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . 40 Item 5. Other Matters. . . . . . . . . . . . . . . . . . . 41 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 41 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS JONES LANG LASALLE INCORPORATED CONSOLIDATED BALANCE SHEETS JUNE 30, 2000 AND DECEMBER 31, 1999 (in thousands, except share data) (UNAUDITED) JUNE 30, DECEMBER 31, 2000 1999 ------------- ----------- ASSETS - ------ Current assets: Cash and cash equivalents . . . . . . . $ 13,167 23,308 Trade receivables, net of allowances of $11,777 and $9,871 in 2000 and 1999, respectively. . . . . . . . 236,548 270,593 Notes receivable and advances to real estate ventures. . . . . . . . . 3,591 4,519 Other receivables . . . . . . . . . . . 2,775 7,045 Income tax refund receivable. . . . . . 14,500 14,500 Prepaid expenses. . . . . . . . . . . . 9,894 9,598 Deferred tax assets . . . . . . . . . . 18,021 13,673 Other assets. . . . . . . . . . . . . . 13,505 5,446 ---------- --------- Total current assets. . . . . . 312,001 348,682 Property and equipment, at cost, less accumulated depreciation of $66,655 and $55,943 in 2000 and 1999, respectively. . . . . . . . . 79,637 76,470 Intangibles resulting from business acquisitions and JLW merger, net of accumulated amortization of $35,812 and $27,515 in 2000 and 1999, respectively. . . . . . . . . . . . . . 356,648 367,215 Investments in real estate ventures . . . 69,126 67,305 Long-term receivables, net. . . . . . . . 23,311 27,962 Prepaid pension asset . . . . . . . . . . 20,914 23,956 Deferred tax assets . . . . . . . . . . . 5,566 5,270 Other assets, net . . . . . . . . . . . . 8,418 7,940 ---------- ---------- $ 875,621 924,800 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable and accrued liabilities . . . . . . . . . $ 85,944 88,257 Accrued compensation. . . . . . . . . . 87,165 142,960 Short-term borrowings . . . . . . . . . 190,612 162,643 Deferred tax liabilities. . . . . . . . 36 -- Other liabilities . . . . . . . . . . . 19,429 26,259 ---------- ---------- Total current liabilities . . . 383,186 420,119 Long-term liabilities: Credit facilities . . . . . . . . . . . 154,483 159,743 Deferred tax liabilities. . . . . . . . 6,808 7,535 Other . . . . . . . . . . . . . . . . . 14,009 12,878 ---------- ---------- Total liabilities . . . . . . . 558,486 600,275 Commitments and contingencies JONES LANG LASALLE INCORPORATED CONSOLIDATED BALANCE SHEETS - CONTINUED JUNE 30, 2000 AND DECEMBER 31, 1999 (in thousands, except share data) (UNAUDITED) JUNE 30, DECEMBER 31, 2000 1999 ------------- ----------- Minority interest in consolidated subsidiaries. . . . . . . . . . . . . . 590 589 Stockholders' equity: Common stock, $.01 par value per share, 100,000,000 shares authorized; 30,859,772 and 30,285,472 shares issued and outstanding as of 2000 and 1999, respectively. . . . . . . . 309 303 Additional paid-in capital. . . . . . . 453,209 442,699 Unallocated ESOT shares . . . . . . . . (7) (7) Deferred stock compensation . . . . . . (40,395) (70,106) Retained deficit. . . . . . . . . . . . (86,515) (50,050) Accumulated other comprehensive income (loss) . . . . . . . . . . . . (10,056) 1,097 ---------- ---------- Total stockholders' equity. . . 316,545 323,936 ---------- ---------- $ 875,621 924,800 ========== ========== See accompanying notes to consolidated financial statements. JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (in thousands, except share data) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------- ---------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Revenue: Fee-based services. . . . . . . . $ 216,238 175,766 396,661 276,470 Equity in earnings from unconsolidated ventures . . . . 8,747 1,870 14,687 2,051 Other income. . . . . . . . . . . 698 1,508 1,315 2,044 ---------- ---------- ---------- ---------- Total revenue . . . . . . . 225,683 179,144 412,663 280,565 Operating expenses: Compensation and benefits . . . . 142,536 124,640 272,773 200,079 Operating, administrative and other 53,482 47,273 104,967 78,590 Depreciation and amortization . . 10,797 10,106 21,491 17,061 ---------- ---------- ---------- ---------- Total operating expenses before merger related non-recurring charges . . 206,815 182,019 399,231 295,730 ---------- ---------- ---------- ---------- Operating income (loss) before merger related non-recurring charges . . 18,868 (2,875) 13,432 (15,165) Merger related non-recurring charges: Stock compensation expense. . . . 18,865 21,242 37,191 67,441 Integration and transition expenses -- 14,345 -- 22,189 ---------- ---------- ---------- ---------- Total merger related non-recurring charges . . 18,865 35,587 37,191 89,630 ---------- ---------- ---------- ---------- Total operating expenses. . 225,680 217,606 436,422 385,360 ---------- ---------- ---------- ---------- Operating income (loss) . . 3 (38,462) (23,759) (104,795) Interest expense, net of interest income. . . . . . . . . . . . . . 6,664 4,703 13,339 7,345 ---------- ---------- ---------- ---------- JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME - CONTINUED THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (in thousands, except share data) (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------- ---------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Loss before provision (benefit) for income taxes (6,661) (43,165) (37,098) (112,140) Net provision (benefit) for income taxes. . . . . . . . . . . 4,832 (5,461) (633) (19,021) ---------- ---------- ---------- ---------- Net loss. . . . . . . . . . $ (11,493) (37,704) (36,465) (93,119) ========== ========== ========== ========== Other comprehensive income (loss), net of tax: Foreign currency translation adjustments . . . . . . . . . . $ (6,043) 483 (11,153) 106 ---------- ---------- ---------- ---------- Comprehensive loss. . . . . . . . . $ (17,536) (37,221) (47,618) (93,013) ========== ========== ========== ========== Basic loss per common share . . . . $ (0.47) (1.62) (1.49) (4.52) ========== ========== ========== ========== Basic weighted average shares outstanding . . . . . . . . . . . 24,559,305 23,297,467 24,472,122 20,620,715 ========== ========== ========== ========== Diluted loss per common share . . . $ (0.47) (1.62) (1.49) (4.52) ========== ========== ========== ========== Diluted weighted average shares outstanding . . . . . . . . . . . 24,559,305 23,297,467 24,472,122 20,620,715 ========== ========== ========== ========== See accompanying notes to consolidated financial statements.
JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY PERIODS ENDED JUNE 30, 2000 AND DECEMBER 31, 1999 (in thousands, except share data) (UNAUDITED)
Accumu- lated Other Additi- Unallo- Deferred Compre- Common Stock tional cated Stock Retained hensive ------------------- Paid-In ESOT Compen- Earnings Income Shares Amount Capital Shares sation (Deficit) (Loss) Total ---------- ------ -------- ------- -------- --------- ------- ------- Balances at December 31, 1998 . . . . . . . 16,264,176 163 123,543 -- -- 44,792 1,074 169,572 Net loss . . . . -- -- -- -- -- (94,842) -- (94,842) Shares issued in connection with: Stock option plan. . . . . 21,292 -- 495 -- -- -- -- 495 Stock purchase programs. . . 199,587 2 3,695 -- -- -- -- 3,697 Share activity related to JLW merger: Shares issued at closing. . 14,254,116 143 355,233 (9) (160,253) -- -- 195,114 Adjustment shares sub- sequently retained. . . (453,699) (5) (8,462) -- -- -- -- (8,467) ESOT shares allocated . . -- -- 1,597 2 -- -- -- 1,599 Stock compensa- tion adjust- ments. . . . . -- -- (33,402) -- 27,906 -- -- (5,496) Amortization of deferred stock compensation . -- -- -- -- 62,241 -- -- 62,241 Cumulative effect of foreign currency translation adjustments. . -- -- -- -- -- -- 23 23 ---------- ----- ------- -------- -------- -------- -------- -------- JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED Accumu- lated Other Additi- Unallo- Deferred Compre- Common Stock tional cated Stock Retained hensive ------------------- Paid-In ESOT Compen- Earnings Income Shares Amount Capital Shares sation (Deficit) (Loss) Total ---------- ------ -------- ------- -------- --------- ------- ------- Balances at December 31, 1999 . . . . . . . 30,285,472 303 442,699 (7) (70,106) (50,050) 1,097 323,936 Net loss. . . . . . -- -- -- -- -- (36,465) -- (36,465) Shares issued in connection with: Stock option plan 472,500 5 5,813 -- (5,818) -- -- -- Amortization of shares issued in connection with stock option plan. . . -- -- -- -- 542 -- -- 542 Stock purchase programs. . . . 169,335 2 3,308 -- -- -- -- 3,310 Share activity re- lated to JLW merger: Shares repurchased for payment of taxes on ESOT Shares allocated at December 31, 1999. . . . . . (67,534) (1) (815) -- -- -- -- (816) Stock compensa- tion adjustments. -- -- 2,204 -- (1,781) -- -- 423 Amortization of deferred stock compensation. . . -- -- -- -- 36,768 -- -- 36,768 Other . . . . . . . -- -- -- -- -- -- (11,153) (11,153) ---------- ----- ------- ------- -------- -------- -------- -------- Balances at June 30, 2000 . . 30,859,773 $ 309 453,209 (7) (40,395) (86,515) (10,056) 316,545 ========== ===== ======= ======= ======== ======== ======== ======== See accompanying notes to consolidated financial statements.
JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (in thousands, unless otherwise noted) (UNAUDITED) 2000 1999 ---------- ---------- Cash flows used in operating activities: Net loss. . . . . . . . . . . . . . . . . $ (36,465) (93,119) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization . . . . . 21,491 17,061 Equity in earnings from unconsolidated ventures. . . . . . . . . . . . . . . (14,687) (2,051) Provision for loss on receivables and other assets. . . . . . . . . . . . . 3,990 4,537 Stock compensation expense. . . . . . . 37,191 67,000 Amortization of deferred compensation . 1,912 -- Changes in: Receivables . . . . . . . . . . . . . . 36,164 34,152 Prepaid expenses and other assets . . . 949 (6,046) Deferred tax assets and income tax refund receivable . . . . . . . . . . (5,279) (22,486) Accounts payable, accrued liabilities and accrued compensation. . . . . . . (75,102) (53,130) ---------- ---------- Net cash used in operating activities. . . . . . . (29,836) (54,082) Cash flows used in investing activities: Net capital additions - property and equipment . . . . . . . . . . . . . . . (19,298) (12,715) Cash paid in connection with Jones Lang Wootton merger, net of cash balances assumed. . . . . . . . . . . . -- (36,373) Other acquisitions and investments, net of cash balances assumed. . . . . . (1,946) (3,195) Investments in real estate ventures: Capital contributions and advances to real estate ventures. . . . . . . . . (2,959) (3,528) Distributions, repayments of advances and sale of investments . . . . . . . 17,680 6,611 ---------- ---------- Net cash used in investing activities. . . . . . . (6,523) (49,200) Cash flows provided by financing activities: Proceeds from borrowings under credit facilities. . . . . . . . . . . . . . . 169,188 185,031 Repayments of borrowings under credit facilities. . . . . . . . . . . . . . . (146,479) (63,152) Common stock issued under stock option plan and stock purchase programs. . . . 3,509 3,126 ---------- ---------- Net cash provided by financing activities. . . . . . . 26,218 125,005 ---------- ---------- JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (in thousands, unless otherwise noted) (UNAUDITED) 2000 1999 ---------- ---------- Net increase (decrease) in cash and cash equivalents . . . . (10,141) 21,723 Cash and cash equivalents, beginning of period . . . . . . . . . . . 23,308 16,941 ---------- ---------- Cash and cash equivalents, end of period. . $ 13,167 38,664 ========== ========== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest. . . . . . . . . . . . . . . . $ 12,739 7,537 Taxes, net of refunds . . . . . . . . . 2,115 11,892 Non-cash investing and financing activities: Acquisitions and merger: Shares issued in connection with merger. . . . . . . . . . . . . . . $ -- 149,521 Fair value of assets acquired . . . . (2) (214,499) Fair value of liabilities assumed . . 4,199 190,334 Goodwill. . . . . . . . . . . . . . . (4,893) (164,924) Other investments . . . . . . . . . . (1,250) -- --------- -------- Cash paid, net of cash balances assumed. . . . . . . . $ (1,946) (39,568) ========= ======== See accompanying notes to consolidated financial statements. JONES LANG LASALLE INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in millions, except where otherwise noted) (UNAUDITED) Readers of this quarterly report should refer to our audited financial statements for the year ended December 31, 1999, which are included in our 1999 Form 10-K, filed with the Securities and Exchange Commission, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this report. Readers of this quarterly report should also refer to any Forms 8- K filed with the Securities and Exchange Commission during the year 2000. (1) ACCOUNTING POLICIES INTERIM INFORMATION The consolidated financial statements as of June 30, 2000 and for the three and six month periods ended June 30, 2000 and 1999 are unaudited; however, in the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements for these interim periods have been included. The results for the periods ended June 30, 2000 and 1999 are not necessarily indicative of the results to be obtained for the full fiscal year. Certain prior year amounts have been reclassified to conform with the current presentation. BONUS INCENTIVE COMPENSATION In the first quarter of 2000, Jones Lang LaSalle changed its method of estimating and allocating bonus incentive compensation to interim periods. The impact of this change for the three and six months ended June 30, 2000 was to reduce compensation expense by approximately $500,000 and $8.7 million, respectively. This change does not impact the overall compensation cost that will be incurred during the year ended December 31, 2000, but rather the periods in which it is recognized. EARNINGS PER SHARE The basic and diluted losses per common share were calculated based on basic weighted average shares outstanding of 24.6 million and 24.5 million for the three and six month periods ended June 30, 2000, respectively. For the three and six months ended June 30, 1999, basic and diluted losses per common share were calculated based on basic weighted average shares outstanding of 23.3 million and 20.6 million, respectively. As a result of the net losses incurred for these periods, diluted weighted average shares outstanding do not give effect to common stock equivalents, as to do so would be anti-dilutive. These common stock equivalents consist principally of consideration shares issued in connection with the JLW merger that are subject to vesting provisions or are contingently returnable. To a lesser extent, common stock equivalents also include outstanding stock options whose exercise price was less than the average market price of Jones Lang LaSalle's stock for the period and shares to be issued under employee stock compensation programs. STATEMENT OF CASH FLOWS The effects of foreign currency translation on cash balances are reflected in cash flows from operating activities on the Consolidated Statements of Cash Flows. (2) JONES LANG WOOTTON MERGER On March 11, 1999, LaSalle Partners Incorporated merged its businesses with those of the Jones Lang Wootton companies ("JLW") and changed its name to Jones Lang LaSalle Incorporated. In accordance with the purchase and sale agreements, Jones Lang LaSalle issued 14.3 million shares of common stock and paid cash consideration of $6.2 million. This transaction, which was principally structured as a share exchange, has been treated as an acquisition and is being accounted for using both APB Opinion No. 16, "Business Combinations" and APB Opinion No. 25, "Accounting for Stock Issued to Employees." See our Annual Report on Form 10-K for the fiscal year ended December 31, 1999 for a full discussion of this transaction and the related accounting treatment. The total value attributed to the issuance of the 7.2 million shares accounted for under APB No. 16 of $141.9 million, in addition to the cash payment of $6.2 million and capitalizable transaction costs of approximately $15.8 million, have been allocated to the identifiable assets acquired and liabilities assumed, based on management's estimates of fair value, which totaled $251.4 million and $244.8 million, respectively. The resulting excess purchase price of $157.3 million was allocated to goodwill which is being amortized on a straight-line basis over 40 years based on management's estimate of useful lives. Included in the assets acquired was $32.2 million in cash and included in the liabilities assumed was $47.4 million of obligations to former partners of undistributed earnings. The liabilities assumed also included employee termination costs of $9.3 million, as well as office rental payments in excess of sublease rental income of $.3 million and telecommunication lease termination costs of $.8 million related to the closing of offices with geographic overlap in the United States. As of June 30, 2000, $0.1 million of employee termination costs remain unpaid and will be paid in the remainder of 2000. Approximately $0.9 million of office closure costs remain unpaid as of June 30, 2000. These amounts will be paid through 2002. In relation to the transaction, 4.6 million of the shares issued are subject to forfeiture or vesting provisions and therefore, pursuant to APB Opinion No. 25, have been accounted for as deferred compensation with compensation expense to be recognized over the forfeiture or vesting period. In addition, 1.3 million shares are deemed to be contingently returnable and therefore, are being accounted for as a variable stock award plan. Under a variable stock award plan, the amount of compensation expense and value of deferred compensation will be adjusted at the end of each quarter based on the change in stock price from the previous quarter until the final number of shares to be issued is known. Compensation expense incurred for the three and six months ended June 30, 2000 related to the amortization of deferred compensation totaled $18.9 million and $37.2 million, respectively, net of the quarterly adjustment for the change in stock price. Compensation expense incurred for the three and six months ended June 30, 1999 related to the issuance of shares and amortization of deferred compensation totaled $21.2 million and $67.4 million, respectively, net of the quarterly adjustment for the change in stock price. Deferred compensation, related to the issuance of shares to JLW, not yet amortized at June 30, 2000 totaled $35.1 million, including the effect of the quarterly adjustment for the change in stock price, which will be amortized into compensation expense during the remainder of 2000. Such compensation expense, in addition to compensation expense anticipated to be incurred at December 31, 2000 associated with the final allocation of the shares in the employee stock ownership trust ("ESOT"), is expected to result in a significant non-cash net loss for Jones Lang LaSalle for the year. (3) BUSINESS SEGMENTS Operations are classified into five business segments: two global businesses, (i) Investment Management and (ii) Hotel Services; and Owner and Occupier Services which is divided into three geographic regions, (iii) the Americas, (iv) Europe and (v) Asia Pacific. The Investment Management segment provides real estate investment management services to institutional investors, corporations, and high net worth individuals. The Hotels Services segment provides strategic advisory, sales, acquisition, valuation and asset management services related solely to hotel, conference and resort properties. Owner and Occupier Services consist primarily of tenant representation and agency leasing, investment disposition, acquisition, and valuation services (collectively, "implementation services") and property management, corporate property services and development and project management services (collectively, "management services"). Total revenue by industry segment includes revenue derived from services provided to other segments. Operating income represents total revenue less direct and indirect allocable expenses. Jones Lang LaSalle allocates all expenses, other than interest and income taxes, as nearly all expenses incurred benefit one or more of the segments. Merger related non- recurring charges are not allocated to the segments. Operating results in 1999 include the results of JLW effective March 1, 1999, therefore, segment results for the six months ended June 30, 1999 include only four months of results of the former JLW operations. Summarized unaudited financial information by business segment for the three and six month periods ended June 30, 2000 and 1999 is as follows ($ in thousands):
SEGMENT OPERATING RESULTS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------- ---------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- OWNER AND OCCUPIER SERVICES - AMERICAS Revenue: Implementation services . . . . $ 34,507 25,049 55,211 42,208 Management services . . . . . . 30,728 28,739 59,957 55,349 Equity earnings (losses). . . . 294 281 (66) 101 Other services. . . . . . . . . 187 370 375 892 Intersegment revenue. . . . . . (17) 78 378 140 ---------- ---------- ---------- ---------- 65,699 54,517 115,855 98,690 Operating expenses: Compensation, operating and administrative expenses . . . 56,815 60,431 116,409 117,517 Depreciation and amortization . 5,484 5,033 10,866 10,076 ---------- ---------- ---------- ---------- Operating income (loss) . $ 3,400 (10,947) (11,420) (28,903) ========== ========== ========== ========== EUROPE Revenue: Implementation services . . . . $ 70,264 53,457 129,850 74,925 Management services . . . . . . 21,169 14,227 41,345 20,558 Equity losses . . . . . . . . . -- (72) -- (93) Other services. . . . . . . . . 311 399 547 404 ---------- ---------- ---------- ---------- 91,744 68,011 171,742 95,794 Operating expenses: Compensation, operating and administrative expenses . . . 81,902 60,186 154,030 81,375 Depreciation and amortization . 2,839 2,357 5,588 2,972 ---------- ---------- ---------- ---------- Operating income. . . . . $ 7,003 5,468 12,124 11,447 ========== ========== ========== ========== SEGMENT OPERATING RESULTS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------- ---------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- ASIA PACIFIC Revenue: Implementation services . . . . $ 21,605 22,158 40,293 28,368 Management services . . . . . . 11,671 11,128 23,085 14,554 Equity earnings . . . . . . . . -- 24 -- -- Other services. . . . . . . . . 193 124 360 239 ---------- ---------- ---------- ---------- 33,469 33,434 63,738 43,161 Operating expenses: Compensation, operating and administrative expenses . . . 33,501 30,043 61,694 41,414 Depreciation and amortization . 1,465 1,648 3,015 2,054 ---------- ---------- ---------- ---------- Operating income (loss) . $ (1,497) 1,743 (971) (307) ========== ========== ========== ========== HOTEL SERVICES - Revenue: Implementation services . . . . $ 3,592 2,923 6,972 3,777 Management services . . . . . . 402 (29) 746 (29) Other services. . . . . . . . . 1 287 2 287 ---------- ---------- ---------- ---------- 3,995 3,181 7,720 4,035 Operating expenses: Compensation, operating and administrative expenses . . . 3,893 3,619 7,246 4,539 Depreciation and amortization . 28 50 56 61 ---------- ---------- ---------- ---------- Operating income (loss) . $ 74 (488) 418 (565) ========== ========== ========== ========== SEGMENT OPERATING RESULTS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------- ---------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- INVESTMENT MANAGEMENT - Revenue: Implementation services . . . . $ 1,029 4,247 3,998 6,108 Advisory fees . . . . . . . . . 21,271 14,190 35,204 30,804 Equity earnings . . . . . . . . 8,453 1,637 14,753 2,043 Other services. . . . . . . . . 6 5 31 70 Intersegment revenue. . . . . . -- (35) -- -- ---------- ---------- ---------- ---------- 30,759 20,044 53,986 39,025 Operating expenses: Compensation, operating and administrative expenses . . . 19,890 17,678 38,739 33,964 Depreciation and amortization . 981 1,017 1,966 1,898 ---------- ---------- ---------- ---------- Operating income. . . . . $ 9,888 1,349 13,281 3,163 ========== ========== ========== ========== Total segment revenue . . . . . . . $ 225,666 179,187 413,041 280,705 Intersegment revenue eliminations . 17 (43) (378) (140) ---------- ---------- ---------- ---------- Total revenue . . . . . . $ 225,683 179,144 412,663 280,565 ========== ========== ========== ========== Total segment operating expenses. . $ 206,798 182,062 399,609 295,870 Intersegment operating expense eliminations. . . . . . . . . . . 17 (43) (378) (140) ---------- ---------- ---------- ---------- Total operating expenses before merger related non-recurring charges . $ 206,815 182,019 399,231 295,730 ========== ========== ========== ========== Operating income (loss) before merger related non-recurring charges . $ 18,868 (2,875) 13,432 (15,165) ========== ========== ========== ==========
(4) SUBSEQUENT EVENTS On July 26, 2000, Jones Lang LaSalle closed its offering of Euro 165 million aggregate principal amount of 9% Senior Notes, due 2007 (the "Notes"). The net proceeds of $149.5 million were used to repay borrowings under the $175 million term facility that matures on October 15, 2000. The Notes were issued by Jones Lang LaSalle Finance B.V. ("JLL Finance"), a wholly owned subsidiary of Jones Lang LaSalle. Jones Lang LaSalle also has a $250 million revolving facility maturing in October 2002. In July 2000, Jones Lang LaSalle exercised its option to repurchase LPI Service Corporation for a nominal amount. LPI Service Corporation provides the services of approximately 2,800 janitorial, engineering and property maintenance employees for certain properties managed by Jones Lang LaSalle in the United States. The costs of these employees are directly reimbursed by the properties. On July 31, 2000, Jones Lang LaSalle received a Federal tax refund of $13.5 million. The remaining balance of the income tax refund receivable represents state income tax refunds that are expected to be collected over the balance of the year. On July 12, 2000, it was announced that Jones Lang LaSalle together with two other leading U.S. real estate services firms had participated in a $30 million preferred stock financing for SiteStuff.com, Inc., an e- marketplace for owners and operators of commercial and multi-family real estate properties. On July 19, 2000, Jones Lang LaSalle funded its $10.0 million participation. (5) SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS As discussed in Note 4, JLL Finance issued the Notes on July 26, 2000. The payment obligations under the Notes are fully and unconditionally guaranteed by Jones Lang LaSalle and certain of its wholly- owned subsidiaries; Jones Lang LaSalle America's Inc., LaSalle Investment Management, Inc., Jones Lang LaSalle International, Inc., Jones Lang LaSalle Co-Investment, Inc., LaSalle Hotel Advisors, Inc., and Jones Lang LaSalle Ltd. (the "Guarantor Subsidiaries"). All of Jones Lang LaSalle's remaining subsidiaries (the "Non-Guarantor Subsidiaries") are owned by the Guarantor Subsidiaries. The following supplemental Condensed Consolidating Balance Sheets as of June 30, 2000 and December 31, 1999, Condensed Consolidating Statement of Earnings for the three and six months ended June 30, 2000 and June 30, 1999, and Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2000 and June 30, 1999 present financial information for (i) Jones Lang LaSalle (carrying any investment in subsidiaries under the equity method), (ii) Jones Lang LaSalle Finance B.V. (the issuer of the Notes), (iii) on a combined basis the Guarantor Subsidiaries (carrying any investment in Non-Guarantor subsidiaries under the equity method) and (iv) on a combined basis the Non-Guarantor Subsidiaries. Separate financial statements of the Guarantor Subsidiaries are not presented because the guarantors are jointly, severally, and unconditionally liable under the guarantees, and Jones Lang LaSalle believes that separate financial statements and other disclosures regarding the Guarantor Subsidiaries are not material to investors. In general, historically, Jones Lang LaSalle has entered into third party borrowings, financing its subsidiaries via intercompany accounts that are then converted into equity on a periodic basis. All intercompany activity has been included as subsidiary activity in investing activities in the Condensed Consolidating Statements of Cash Flows. Cash is managed on a consolidated basis and there is a right of offset between bank accounts in the different groupings of legal entities in the condensed consolidating financial information. Therefore, in certain cases, negative cash balances have not been reallocated to payables as they legally offset positive cash balances elsewhere in Jones Lang LaSalle. In certain cases, taxes have been calculated on the basis of a group position that includes both Guarantor and Non-Guarantor Subsidiaries. In such cases, the taxes have been allocated to individual legal entities on the basis of that legal entity's pre tax income. JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2000 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ ASSETS - ------ Cash and cash equivalents. . $ 2,786 -- (2,365) 12,746 -- 13,167 Trade receivables, net of allowances . 127 -- 102,196 134,225 -- 236,548 Other current assets. 25,557 -- 23,677 13,052 -- 62,286 ---------- ---------- ---------- ---------- ---------- ---------- Total current assets. . . . . 28,470 -- 123,508 160,023 -- 312,001 Property and equipment, at cost, less accumu- lated depreciation . 1,183 -- 49,525 28,929 -- 79,637 Intangibles resulting from business acquisi- tions and JLW merger, net of accumulated amortization . . . . -- -- 279,236 77,412 -- 356,648 Other assets, net . . 4,831 -- 37,544 84,960 -- 127,335 Investments in subsidiaries . . . . 372,075 -- 369,462 -- (741,537) -- ---------- ---------- ---------- ---------- ---------- ---------- $ 406,559 -- 859,275 351,324 (741,537) 875,621 ========== ========== ========== ========== ========== ========== JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET - CONTINUED As of June 30, 2000 ($ in thousands) Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------- Accounts payable and accrued liabilities $ 10,624 -- 29,475 45,845 -- 85,944 Short-term borrowings 175,000 -- 4,145 11,467 -- 190,612 Other current liabilities . . . . (250,742) -- 450,607 (93,235) -- 106,630 ---------- ---------- ---------- ---------- ---------- ---------- Total current liabilities . . (65,118) -- 484,227 (35,923) -- 383,186 Long-term liabilities: Credit facilities . 154,483 -- -- -- -- 154,483 Other long-term liabilities . . . 649 -- 2,973 17,785 -- 21,407 ---------- ---------- ---------- ---------- ---------- ---------- Total liabilities 90,014 -- 487,200 (18,138) -- 559,076 Commitments and contingencies Stockholders' equity. 316,545 -- 372,075 369,462 (741,537) 316,545 ---------- ---------- ---------- ---------- ---------- ---------- $ 406,559 -- 859,275 351,324 (741,537) 875,621 ========== ========== ========== ========== ========== ==========
JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 1999 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ ASSETS - ------ Cash and cash equivalents. . $ (615) -- 1,027 22,896 -- 23,308 Trade receivables, net of allowances . 2,070 -- 128,599 139,924 -- 270,593 Other current assets. 23,379 -- 15,223 16,179 -- 54,781 ---------- ---------- ---------- ---------- ---------- ---------- Total current assets. . . . . 24,834 -- 144,849 178,999 -- 348,682 Property and equipment, at cost, less accumu- lated depreciation . 749 -- 48,491 27,230 -- 76,470 Intangibles resulting from business acquisi- tions and JLW merger, net of accumulated amortization . . . . -- -- 287,848 79,367 -- 367,215 Other assets, net . . 3,010 -- 38,147 91,276 -- 132,433 Investments in subsidiaries . . . . 357,593 -- 348,702 -- (706,295) -- ---------- ---------- ---------- ---------- ---------- ---------- $ 386,186 -- 868,037 376,872 (706,295) 924,800 ========== ========== ========== ========== ========== ========== JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET - CONTINUED As of December 31, 1999 ($ in thousands) Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------- Accounts payable and accrued liabilities $ (4,847) -- 30,516 62,588 -- 88,257 Short-term borrowings 156,471 -- 959 5,213 -- 162,643 Other current liabilities . . . . (250,272) -- 485,978 (66,487) -- 169,219 ---------- ---------- ---------- ---------- ---------- ---------- Total current liabilities . . (98,648) -- 517,453 1,314 -- 420,119 Long-term liabilities: Credit facilities . 159,743 -- -- -- -- 159,743 Other long-term liabilities . . . 1,155 -- (7,009) 26,856 -- 21,002 ---------- ---------- ---------- ---------- ---------- ---------- Total liabilities 62,250 -- 510,444 28,170 -- 600,864 Commitments and contingencies Stockholders' equity. 323,936 -- 357,593 348,702 (706,295) 323,936 ---------- ---------- ---------- ---------- ---------- ---------- $ 386,186 -- 868,037 376,872 (706,295) 924,800 ========== ========== ========== ========== ========== ==========
JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF EARNINGS For the Three Months Ended June 30, 2000 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ Revenue . . . . . . . $ -- -- 105,993 119,690 -- 225,683 Equity earnings (loss) from subsidiaries. . 13,812 -- 6,584 -- (20,396) -- ---------- ---------- ---------- ---------- ---------- ---------- Total revenue . . 13,812 -- 112,577 119,690 (20,396) 225,683 Operating expenses before merger related non-recurring charges 3,117 -- 94,389 109,309 -- 206,815 Merger related non- recurring charges. . 18,522 -- 245 98 -- 18,865 ---------- ---------- ---------- ---------- ---------- ---------- Operating income (loss). . . . . (7,827) -- 17,943 10,283 (20,396) 3 Interest expense, net of interest income . . . . . . . 2,820 -- 3,957 (113) -- 6,664 ---------- ---------- ---------- ---------- ---------- ---------- Earnings (loss) before provision for income taxes . . . . . (10,647) -- 13,986 10,396 (20,396) (6,661) Net provision for income taxes . . . . 846 -- 174 3,812 -- 4,832 ---------- ---------- ---------- ---------- ---------- ---------- Net earnings (loss) . $ (11,493) -- 13,812 6,584 (20,396) (11,493) ========== ========== ========== ========== ========== ==========
JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF EARNINGS For the Six Months Ended June 30, 2000 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ Revenue . . . . . . . $ -- -- 185,711 226,952 -- 412,663 Equity earnings (loss) from subsidiaries. . 6,230 -- 12,520 -- (18,750) -- ---------- ---------- ---------- ---------- ---------- ---------- Total revenue . . 6,230 -- 198,231 226,952 (18,750) 412,663 Operating expenses before merger related non-recurring charges 6,232 -- 185,879 207,120 -- 399,231 Merger related non- recurring charges. . 36,848 -- 245 98 -- 37,191 ---------- ---------- ---------- ---------- ---------- ---------- Operating income (loss). . . . . (36,850) -- 12,107 19,734 (18,750) (23,759) Interest expense, net of interest income . . . . . . . 5,193 -- 8,156 (10) -- 13,339 ---------- ---------- ---------- ---------- ---------- ---------- Earnings (loss) before provision (benefit) for income taxes. . (42,043) -- 3,951 19,744 (18,750) (37,098) Net provision (benefit) for income taxes . . (5,578) -- (2,279) 7,224 -- (633) ---------- ---------- ---------- ---------- ---------- ---------- Net earnings (loss) . $ (36,465) -- 6,230 12,520 (18,750) (36,465) ========== ========== ========== ========== ========== ==========
JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF EARNINGS For the Three Months Ended June 30, 1999 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ Revenue . . . . . . . $ -- -- 77,294 101,850 -- 179,144 Equity earnings (loss) from subsidiaries. . 5,677 -- 6,706 -- (12,383) -- ---------- ---------- ---------- ---------- ---------- ---------- Total revenue . . 5,677 -- 84,000 101,850 (12,383) 179,144 Operating expenses before merger related non-recurring charges 4,217 -- 89,348 88,454 -- 182,019 Merger related non- recurring charges. . 32,464 -- 1,059 2,064 -- 35,587 ---------- ---------- ---------- ---------- ---------- ---------- Operating income (loss). . . . . (31,004) -- (6,407) 11,332 (12,383) (38,462) Interest expense, net of interest income . . . . . . . 1,224 -- 3,351 128 -- 4,703 ---------- ---------- ---------- ---------- ---------- ---------- Earnings (loss) before provision (benefit) for income taxes. . (32,228) -- (9,758) 11,204 (12,383) (43,165) Net provision (benefit) for income taxes . . 5,476 -- (15,435) 4,498 -- (5,461) ---------- ---------- ---------- ---------- ---------- ---------- Net earnings (loss) . $ (37,704) -- 5,677 6,706 (12,383) (37,704) ========== ========== ========== ========== ========== ==========
JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF EARNINGS For the Six Months Ended June 30, 1999 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang Jones Lang (Parent and LaSalle Guarantor Non-Guarantor LaSalle Guarantor) Finance B.V. Subsidiaries Subsidiaries Eliminations Incorporated ------------ ----------- ------------ ------------- ------------ ------------ Revenue . . . . . . . $ -- -- 131,783 148,782 -- 280,565 Equity earnings (loss) from subsidiaries. . (10,364) -- 8,407 -- 1,957 -- ---------- ---------- ---------- ---------- ---------- ---------- Total revenue . . (10,364) -- 140,190 148,782 1,957 280,565 Operating expenses before merger related non-recurring charges 6,478 -- 156,172 133,080 -- 295,730 Merger related non- recurring charges. . 80,598 -- 6,617 2,415 -- 89,630 ---------- ---------- ---------- ---------- ---------- ---------- Operating income (loss). . . . . (97,440) -- (22,599) 13,287 1,957 (104,795) Interest expense, net of interest income . . . . . . . 179 -- 7,319 (153) -- 7,345 ---------- ---------- ---------- ---------- ---------- ---------- Earnings (loss) before provision (benefit) for income taxes. . (97,619) -- (29,918) 13,440 1,957 (112,140) Net provision (benefit) for income taxes . . (4,500) -- (19,554) 5,033 -- (19,021) ---------- ---------- ---------- ---------- ---------- ---------- Net earnings (loss) . $ (93,119) -- (10,364) 8,407 1,957 (93,119) ========== ========== ========== ========== ========== ==========
JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2000 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang (Parent and Guarantor Non-Guarantor LaSalle Guarantor) Subsidiaries Subsidiaries Incorporated ------------ ------------ ------------- ------------ Cash flows provided by (used in) operating activities . . . . . . . . . . . . . . . . . . $ 5,054 (14,146) (20,744) (29,836) Cash flows provided by (used in) investing activities: Net capital additions - property and equipment . . . . . . . . . . . . . . . . . (455) (10,086) (8,757) (19,298) Cash balances assumed in Jones Lang Wootton merger, net of cash paid and transaction cost. . . . . . . . . . . . . . . . . . . . -- -- -- -- Other acquisitions and investments, net of cash acquired and transaction costs . . . . -- (1,250) (696) (1,946) Subsidiary activity . . . . . . . . . . . . . (17,976) 13,479 4,497 -- Investments in real estate ventures . . . . . -- 5,425 9,296 14,721 ---------- ---------- ---------- ---------- Net cash provided by (used in) investing activities. . . . . . . . . . (18,431) 7,568 4,340 (6,523) Cash flows provided by financing activities: Net borrowings under credit facility. . . . . 159,748 3,186 6,254 169,188 Proceeds from borrowings under credit facility (146,479) -- -- (146,479) Common stock issued under stock option plan and stock purchase programs . . . . . . . . 3,509 -- -- 3,509 ---------- ---------- ---------- ---------- Net cash provided by financing activities. . . . . . . . . . . . . . . 16,778 3,186 6,254 26,218 ---------- ---------- ---------- ---------- Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . . . . . 3,401 (3,392) (10,150) (10,141) Cash and cash equivalents, January 1. . . . . . (615) 1,027 22,896 23,308 ---------- ---------- ---------- ---------- Cash and cash equivalents, June 30. . . . . . . $ 2,786 (2,365) 12,746 13,167 ========== ========== ========== ==========
JONES LANG LASALLE INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 1999 ($ in thousands)
Jones Lang LaSalle Consolidated Incorporated Jones Lang (Parent and Guarantor Non-Guarantor LaSalle Guarantor) Subsidiaries Subsidiaries Incorporated ------------ ------------ ------------- ------------ Cash flows provided by (used in) operating activities . . . . . . . . . . . . . . . . . . $ (12,697) (89,677) 48,292 (54,082) Cash flows provided by (used in) investing activities: Net capital additions - property and equipment . . . . . . . . . . . . . . . . . (289) (6,110) (6,316) (12,715) Cash balances assumed in Jones Lang Wootton merger, net of cash paid and transaction cost. . . . . . . . . . . . . . . . . . . . -- (3,187) (33,186) (36,373) Other acquisitions and investments, net of cash acquired and transaction costs . . . . -- (3,195) -- (3,195) Subsidiary activity . . . . . . . . . . . . . (116,608) 104,703 11,905 -- Investments in real estate ventures . . . . . -- 738 2,345 3,083 ---------- ---------- ---------- ---------- Net cash provided by (used in) investing activities. . . . . . . . . . (116,897) 92,949 (25,252) (49,200) Cash flows provided by (used in) financing activities: Net borrowings under credit facility. . . . . 185,031 -- -- 185,031 Proceeds from borrowings under credit facility (60,109) (902) (2,141) (63,152) Common stock issued under stock option plan and stock purchase programs . . . . . . . . 3,126 -- -- 3,126 ---------- ---------- ---------- ---------- Net cash provided by (used in) financing activities. . . . . . . . . . 128,048 (902) (2,141) 125,005 ---------- ---------- ---------- ---------- Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . . . . . (1,546) 2,370 20,899 21,723 Cash and cash equivalents, January 1. . . . . . 1,703 2,160 13,078 16,941 ---------- ---------- ---------- ---------- Cash and cash equivalents, June 30. . . . . . . $ 157 4,530 33,977 38,664 ========== ========== ========== ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements and notes thereto for the three and six months ended June 30, 2000, included herein, and our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 1999 which have been filed with the Securities and Exchange Commission as part of our Annual Report on Form 10-K. RESULTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 1999 Operating results in 1999 include the results of JLW effective March 1, 1999, therefore results for the six months ended June 30, 1999 include only four months of results for the former JLW operations. REVENUE Total revenue, after elimination of intersegment revenue, increased $46.6 million, or 26.0%, to $225.7 million for the three months ended June 30, 2000 from $179.1 million for the three months ended June 30, 1999. For the six months ended June 30, 2000 revenues increased $132.1 million, or 47.1%, to $412.7 million from $280.6 million for the six months ended June 30, 1999. A primary driver in the increase in the six months ended June 30, 2000 was the inclusion of an additional two months of revenue for the former JLW operations compared to the six months ended June 30, 1999 due to the timing of the JLW merger. For both the three months and six months ended June 30, 2000, the Europe region of Owner and Occupier Services benefitted from the strong European economy with significant increased transaction activity in the United Kingdom, Germany and France. Additionally, current year revenues in that region were increased by the Scandinavian JV that was established in December 1999. The increase in the equity earnings component of total revenues of $6.8 million and $12.6 million for the three months and six months ended June 30, 2000 when compared to prior year periods, respectively, is primarily related to our share of the gain on sale and the performance-related fee from the partial liquidation of a French investment fund managed by the Investment Management segment. OPERATING EXPENSES Total operating expenses, after elimination of intersegment expenses and excluding the effect of merger related non-recurring charges, increased $24.8 million, or 13.6%, to $206.8 million for the three months ended June 30, 2000 as compared with $182.0 million for the three months ended June 30, 1999. For the six months ended June 30, 2000 operating expenses increased $103.5 million, or 35.0%, to $399.2 million from $295.7 million for the six months ended June 30, 1999. The increase for the six month period was primarily due to the timing of the JLW merger, resulting in there being only four months of the former JLW operations in the prior year. This transaction also resulted in increases in personnel and office occupancy costs related to the global infrastructure added to support the larger size of the combined company, as well as an increase in amortization expense due to the amortization of the resulting goodwill. These increases were partially offset by decreases in operating expenses resulting from the continued success in the implementation of cost savings initiatives in the Americas region of the Owner and Occupier services segment. A change in Jones Lang LaSalle's method of estimating and allocating bonus incentive compensation to interim periods has caused a decrease of $500,000 and $8.7 million in operating expenses for the three and six months ended June 30, 2000, respectively. This change does not impact the overall compensation cost that will be incurred during the year ended December 31, 2000, but rather the periods in which it is recognized. This change is weighted towards the Americas region of the Owner and Occupier Services segment, which is the most seasonal of the segments. Merger related non-recurring charges totaled $18.9 million and $37.2 million for the three and six months ended June 30, 2000, respectively, compared to $35.6 million and $89.6 million for the three and six months ended June 30, 1999, respectively. For both 2000 and 1999, these charges include non-cash compensation expense recorded as a result of shares issued to certain former employees of JLW in connection with the merger. In 1999, merger related non-recurring charges also included $14.3 million and $22.2 million of non-recurring transition and integration costs for the three and six months ended June 30, 1999, respectively. There were no transition and integration costs in the current year. OPERATING INCOME Due to the seasonal nature of our business, Jones Lang LaSalle typically reports a loss in the first quarter, followed by rising profitability throughout the remainder of the year (see Seasonality section for further discussion). The size and timing of the equity earnings related to the French investment fund, and the impact of the change in method of estimating and allocating bonus incentive compensation to interim periods have somewhat mitigated this seasonality in the second quarter. The current year results have also benefited from the earlier than expected closing of several large transactions. However, we still believe we will have significantly higher profitability in the fourth quarter than the other quarters. Consistent with this, our operating income for the three and six months ended June 30, 2000, excluding the effect of merger related non-recurring charges, totaled $18.9 million and $13.4 million, respectively, as compared to operating losses of $2.9 and $15.2 million for the three and six months ended June 30, 1999, respectively. This improvement over the prior year period is primarily due to the gain on sale and performance-related fee from the liquidation of the French investment fund, the positive effects of cost-saving initiatives implemented by the Americas region of Owner and Occupier Services and the change in the method of estimating and allocating bonus incentive compensation to interim periods as discussed above. Including the effect of the merger related non-recurring charges, the operating income for the three months ended June 30, 2000 totaled $0 million compared to a loss of $38.5 million for the three months ended June 30, 1999. The operating loss for the six months ended June 30, 2000 totaled $23.8 million compared to a loss of $104.8 million for the six months ended June 30, 1999. SEGMENT OPERATING RESULTS See Note 3 in Notes to Consolidated Financial Statements, included herein, for a discussion of Jones Lang LaSalle's segment reporting. INVESTMENT MANAGEMENT Investment Management revenue increased $10.8 million, or 54.0%, to $30.8 million for the three months ended June 30, 2000 from $20.0 million for the three months ended June 30, 1999. For the six months ended June 30, 2000, Investment Management revenue increased $15.0 million, or 38.5%, to $54.0 million from $39.0 million for the six months ended June 30, 1999. The increase for both periods is primarily attributable to the equity earnings recognized in relation to our share of the gain on sale and the performance-related fee from the partial liquidation of the segment's French investment fund. This fund was structured in such a manner that the performance incentive fee is received as a preferred distribution of earnings. Consequently, for financial reporting purposes, the fee is classified as equity earnings rather than advisory fees. There have also been increased advisory fees and equity earnings from growth in funds launched during the fourth quarter of 1999. Additionally, two dispositions with total performance fees of $4 million closed in the three months ended June 30, 2000 that were originally expected to close later in the year. Operating expenses increased $2.2 million, or 11.8%, to $20.9 million for the three months ended June 30, 2000, as compared with $18.7 million for the three months ended June 30, 1999. For the six months ended June 30, 2000, operating expenses increased $4.8 million, or 13.4%, to $40.7 million from $35.9 million for the six months ended June 30, 2000. The increases are primarily attributable to an increase in personnel and office occupancy costs related to new hires for various new product launches together with increased incentive compensation consistent with performance. HOTEL SERVICES Hotel Services had total revenue of $4.0 million for the three months ended June 30, 2000, as compared to $3.2 million for the three months ended June 30, 1999 an increase of 25%, reflecting strong activity in the Americas hotel market. Revenues increased from $4.0 million for the six months ended June 30, 1999 to $7.7 million for the six months ended June 30, 2000. This increase was a result of the timing of the JLW merger which resulted in an additional two months of revenue in the current year, as well as strong activity in both the Europe and Americas hotel markets. This activity was partially the result of transactions which closed in the first six months of 2000, that were delayed from closing in the fourth quarter of 1999 as originally expected. Operating expenses for the segment were $3.9 million for the three months ended June 30, 2000, as compared to $3.7 million for the three months ended June 30, 1999. For the six months ended June 30, 2000, operating expenses were $7.3 million which was a $2.7 million increase on the prior year period when expenses were $4.6 million. These expenses mainly represent personnel costs and office occupancy costs. The increase is primarily related to the timing of the merger with JLW. OWNER AND OCCUPIER SERVICES AMERICAS Revenue for the Americas region increased $11.2 million, or 20.6%, to $65.7 million for the three months ended June 30, 2000, as compared to $54.5 million for the three months ended June 30, 1999. The revenue growth was 17.4% to $115.9 million for the six months ending June 30, 2000, compared to $98.7 million for the same period in 1999. The increased revenues are in part attributable to increased focus by the senior management group on growing the business in the current year as compared to the early part of 1999 when they expended significant efforts on merger and integration issues. The region has benefitted from an increased volume of leasing transactions completed by the Leasing and Management and Tenant Representation units, and an increased number of projects in process by the Project Development unit. These revenue gains were partially offset by reduced performance fees generated by the Capital Markets unit as compared to the prior year period, as well as a reduction in the number of investment dispositions performed. Operating expenses for the Americas region decreased by $3.2 million to $62.3 million for the three months ended June 30, 2000 from $65.5 million for the three months ended June 30, 1999. The current year operating expenses at $127.3 million for the six months ending June 30, 2000 were essentially flat with the same period in the prior year. The Americas region has experienced increased compensation levels resulting from annual performance evaluations, increased headcount generally as a result of higher transaction volumes and new client engagements, as well as higher office occupancy costs associated with the increased capacity needs resulting from the merger with JLW and increased personnel levels. However, these increased costs were offset by the change in the method of estimating and allocating bonus incentive compensation to interim periods, as well as the cost reduction program initiated during the second half of 1999, and further expanded during February of 2000. EUROPE Revenue for the Europe region totaled $91.7 million for the three months ended June 30, 2000, as compared to $68.0 million for the three months ended June 30, 1999, an increase of 34.9%. This increase is due primarily to continued strong activity in the UK, Germany and France in the current period. The region also benefitted from several exceptionally large transactions in the quarter including advising on the UK's largest property investment portfolio sale for Aegon UK and Belgium's largest single real estate company transaction for the AXA Group. In addition, contributing to the increase was our property management venture with Skandia Fastighet AB, the real estate subsidiary of Sweden's leading insurance company which became operational January 1, 2000. This 55% owned venture, which is consolidated in these financial statements, established Jones Lang LaSalle as one of the leading real estate services firms in the Nordic region. The revenue of the Europe region for the six months ended June 30, 2000 was $171.7 million, as compared to $95.8 million for the six months ended June 30, 1999. This increase was a result of the strong broad based business activity described above, together with the timing of the JLW merger. The effect of a strong transaction flow was partially offset by a weakening of the euro, and to a lesser extent the British pound, against the U.S. dollar in the six month period ended June 30, 2000, as compared to the prior year period. Operating expenses for the region were $84.7 million for the three months ended June 30, 2000, as compared to $62.5 million for the three months ended June 30, 1999. For the six months ended June 30, 2000, operating expenses increased $75.3 million to $159.6 million from $84.3 million. The increase in the six month period is in part due to the timing of the JLW merger. In addition, the increase for both the current quarter and the year-to-date resulted from higher personnel and office occupancy costs related to infrastructure and personnel added in the latter half of 1999 in anticipation of strong business prospects throughout Europe together with increased bonus costs as a result of the change in the method of estimating and allocating bonus incentive compensation to interim periods. Incentive compensation was also increased by the strong performance of the region. The increase in operating expenses was also contributed to by the amortization of goodwill associated with the JLW merger. ASIA PACIFIC Revenue for the Asia Pacific region totaled $33.5 million and $63.7 million for the three and six months ended June 30, 2000, respectively. This compares to $33.4 million and $43.2 million for the three and six months ended June 30, 1999. The increase year-to-date was due primarily to the timing of the JLW merger as this was substantially a new segment post merger. This region continues to benefit from several positive trends in the Australian real estate market, including continued economic growth fueled by strong consumer spending and the outsourcing of property management functions by corporations and the Australian government. Additionally, the introduction in Australia of a Goods and Services Tax ("GST") effective July 1, 2000, increased transaction activity in the Residential area as efforts were made to close transactions ahead of the imposition of GST. For the three months ended June 30, 2000, Australasia experienced strong activity in its Agency Leasing, Property Management and Residential units. Asia's real estate activity continues to be boosted by a gradual economic recovery within the Asian markets. However, conditions vary from country to country, and the benefits from the recovery in Hong Kong, Singapore and Shanghai were partially offset by the stagnant market conditions in other areas of Asia, particularly Thailand and Indonesia. The region also saw revenue growth from the newer operations in Japan and India. Operating expenses for Asia Pacific totaled $35.0 million for the three months ended June 30, 2000, as compared to $31.7 million for the three months ended June 30, 1999. For the six months ended June 30, 2000, operating expenses were $64.7 million as compared to $43.5 million for the comparable period in 1999. The increase in the six month period is primarily a result of the timing of the JLW merger. These expenses mainly represent personnel costs and office occupancy costs, and the increases are in part due to added infrastructure to support the needs of public company reporting and enhanced technology support. The Australasia business also incurred costs in the second quarter associated with preparing the business for the introduction of GST. Amortization of goodwill associated with the JLW merger also contributed to this increase. These increases were partially offset by the change in the method of estimating and allocating bonus incentive compensation to interim periods discussed above. INTEREST EXPENSE Interest expense, net of interest income, increased $2.0 million to $6.7 million for the three months ended June 30, 2000, and $6.0 million to $13.3 million for the six months ended June 30, 2000 from the prior year periods. This increase is a result of the higher average level of borrowings outstanding on the credit facilities for both periods as compared to the prior year together with an increase in the effective interest rate. The increase in the average level of borrowings was due to higher working capital needs, primarily for the payment of higher bonus accruals in early 2000, as compared to early 1999, as well as borrowings made during 1999 to fund the payment of integration and transition expenses related to the JLW merger. The effective interest rate was 8.3% and 8.2% for the three and six months ended June 30, 2000, respectively, as compared to 5.8% for the three and six months ended June 30, 1999. Interest expense is expected to be significantly higher in 2000 than in 1999 as a result of an increase in the average level of borrowings outstanding and generally increasing interest rates. The refinancing of a portion of the Facilities with the Notes is expected to slightly increase the effective interest rate for the balance of the year. PROVISION FOR INCOME TAXES The provision for income taxes was $4.8 million for the three months ended June 30, 2000 as compared to a benefit of $5.5 million for the three months ended June 30, 1999. The benefit for income taxes was $0.6 million for the six months ended June 30, 2000 as compared to a benefit of $19.0 million for the six months ended June 30, 1999. This is primarily attributable to the move to profitability of our operations before income taxes, exclusive of the compensation expense associated with the issuance of shares to former JLW employees in connection with the merger. This compensation expense is largely nondeductible for tax purposes. Excluding the impact of merger related non-recurring charges, the effective tax rate on recurring operations was 38% for the three and six months ended June 30, 2000 and 1999. NET INCOME/LOSS Net income, excluding the effect of merger related non-recurring charges, was $7.6 million for the three months ended June 30, 2000 as compared to a net loss of $4.7 million for the three months ended June 30, 1999, an increase of $12.3 million. For the six months ending June 30, 2000, net income excluding the effect of merger related non-recurring charges was $0.1 million as compared to a net loss of $14.0 million in the prior year. Including the effect of the merger related non-recurring charges, the net loss for the three and six months ended June 30, 2000 was $11.5 million and $36.5 million, respectively. This compares to $37.7 million and $93.1 million for the three and six months ended June 30, 1999, respectively. LIQUIDITY AND CAPITAL RESOURCES Historically, Jones Lang LaSalle has financed its operations, acquisitions and co-investment activities with internally generated funds, the common stock of Jones Lang LaSalle and borrowings under its credit facilities. Jones Lang LaSalle had increased its unsecured credit agreement from $380.0 million to $425.0 million, through the addition of five banks to its credit group. The credit agreement at June 30, 2000 was comprised of a $250.0 million revolving facility maturing in October 2002 and a $175.0 million term facility, which matures on October 15, 2000 (collectively, the "Facilities"). Jones Lang LaSalle was also authorized under the terms of the Facilities to borrow up to an additional $50 million through local facilities in its international operations. On July 26, 2000, Jones Lang LaSalle closed its offering of the Notes, the net proceeds of $149.5 million were used to paydown borrowings under the term facility. The balance of the term facility will be repaid via a combination of internally generated funds and borrowings under the revolving facility. The revolving facility is available for working capital, co-investments and acquisitions. As of June 30, 2000 there was $329.5 million outstanding on the Facilities, of which $175.0 million was under the term facility and classified as current. The balance of current borrowings of $15.6 million at June 30, 2000, related to local borrowings by the international operations and the current portion of capital lease obligations. The Facilities are guaranteed by certain of Jones Lang LaSalle's subsidiaries. Jones Lang LaSalle must maintain a certain level of consolidated net worth and a ratio of funded debt to earnings before interest expense, taxes, depreciation and amortization ("EBITDA"). Jones Lang LaSalle must also meet a minimum interest coverage ratio and minimum liquidity ratio. Additionally, Jones Lang LaSalle is restricted from, among other things, incurring certain levels of indebtedness to lenders outside of the Facilities, disposing of a significant portion of its assets, and paying dividends until the term facility is repaid. Lender approval is required for certain levels of co-investment. The Facilities bear variable rates of interest based on market rates. Jones Lang LaSalle sometimes uses interest rate swaps to convert a portion of the floating rate indebtedness to a fixed rate. The effective interest rate on the Facilities was 8.2% for the six months ended June 30, 2000, including the effect of interest rate swap agreements. As of June 30, 2000, Jones Lang LaSalle had no interest rate swap agreements outstanding. Jones Lang LaSalle has additional access to liquidity via various interest-bearing overdraft facilities and short-term credit facilities in Europe and Asia Pacific. The aggregate amount available under these facilities is approximately $41.0 million, of which $15.2 million was outstanding as of June 30, 2000. Borrowings on these facilities are currently limited to $50.0 million under the terms of the Facilities. Management believes that the Facilities, together with the Notes, local borrowing facilities and cash flow generated from operations, will provide adequate liquidity and financial flexibility to meet working capital requirements. During the six months ended June 30, 2000, cash flows used in operating activities totaled $29.8 million compared to $54.1 million for the six months ended June 30, 1999. The reduced use of cash is primarily the result of the significant reduction in the cash losses of the business. Jones Lang LaSalle expects to continue to pursue co-investment opportunities with investment management clients for which the holding period typically ranges from three to seven years. While this program remains very important to the continued growth of the Investment Management segment, the future commitment to co-investment is completely discretionary (other than with respect to the $26.9 million of commitments discussed below) and can be increased or decreased based on the availability of capital and other factors. The performance of the Investment Management segment would likely be negatively impacted if a substantial decrease in co-investment activity were to occur. Management anticipates that co- investment activity within the Americas and Europe regions will continue, with probable expansion into Asia Pacific, as appropriate opportunities arise. This strategy should serve to grow the assets under management, generate returns on investment and create potential opportunities to provide other services. Such co-investments are generally represented by non-controlling general partner, limited partner and limited liability company interests. In addition to a share of investment returns, Jones Lang LaSalle typically earns investment management fees, and in some cases, property management, leasing, financing and disposition fees, on these investments. The equity earnings from these co-investments have historically had a relatively small impact on current earnings and cash flow. However, increased investment participation and changes in the structure of underlying performance fees could increase fluctuations in net earnings and cash flow as a result of the timing and magnitude of the gains or losses and potential performance fees, if any, to be recognized upon the disposition of these assets. Jones Lang LaSalle generally does not have complete discretion to control the timing of the disposition of such investments. Jones Lang LaSalle anticipates that significant equity earnings will be recorded in 2000 relating to the disposition of the French investment fund of which $9.7 million was recognized for the six months ended June 30, 2000 with $5.7 million of this being recognized in the second quarter. As of June 30, 2000, there were total investments of $69.1 million in 31 separate property or fund co-investments with additional capital commitments of $26.9 million for future fundings of co-investments. Capital expenditures are anticipated to be approximately $40.0 million for 2000, of which $19.3 million was spent in the six months ended June 30, 2000. These 2000 expenditures are associated primarily with the ongoing improvements to Jones Lang LaSalle's computer hardware and information systems, including the implementation of global reporting and communication systems, office renewals and expansions and the scheduled replacement of fleet cars primarily within the European countries. Net cash used in investing activities was $6.5 million for the six months ended June 30, 2000 compared with $49.2 million for the six months ended June 30, 1999. The decreased use of cash is primarily attributable to the net cash paid in connection with the JLW merger in the first six months of 1999 of $36.4 million and the distributions from the French property co-investment in the first six months of the current year. This decrease is partially offset by the increased capital needs since the merger with JLW for upgrades and improvements to information systems and computer hardware. Net cash provided by financing activities of $26.2 million for the six months ended June 30, 2000 was comprised primarily of proceeds from borrowings under credit facilities, net of repayments, of $22.7 million to fund working capital requirements. Cash flows provided by financing activities of $125.0 million for the six months ended June 30, 1999 were primarily composed of borrowings under credit facilities, net of repayments, of $121.9 million to fund the payment of transaction costs and integration and transition expenses related to the JLW merger and the acquisition of COMPASS. SEASONALITY Historically, Jones Lang LaSalle's revenue, operating profits and net earnings in the first three calendar quarters are substantially lower than in the fourth quarter. Other than in Investment Management, this seasonality is due to a calendar-year-end focus, primarily in the United States, on the completion of transactions, which is consistent with the real estate industry generally. The Investment Management segment earns performance fees on clients' returns on their real estate investments. Such performance fees are generally earned when the asset is disposed of, the timing of which Jones Lang LaSalle does not have complete discretion over. Non-variable operating expenses, which are treated as expenses when incurred during the year, are relatively constant on a quarterly basis. Therefore, Jones Lang LaSalle typically sustains a loss in the first quarter of each calendar year, reports a small profit or loss in the second and third quarters and records a substantial majority of its earnings in the fourth calendar quarter, barring the recognition of investment generated gains and performance fees in earlier quarters. As discussed earlier, Jones Lang LaSalle changed its method of estimating and allocating bonus incentive compensation to interim periods to more meaningfully reflect the seasonal nature of the underlying business. Also, as discussed earlier, the timing of recognition of the equity earnings from the French investment fund have reduced the seasonality of the overall results in the second quarter. INFLATION Jones Lang LaSalle's operations are directly affected by various national and local economic conditions, including interest rates, the availability of credit to finance real estate transactions and the impact of tax laws. To date, management does not believe that general inflation has had a material impact on operations, as revenue, bonuses and other variable costs related to revenue are primarily impacted by real estate supply and demand rather than general inflation. OTHER MATTERS NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended, becomes effective for all fiscal quarters for fiscal years beginning after December 15, 2000 and is not expected to have a material impact on our consolidated financial statements. During December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," ("SAB 101"), which provides guidance on various revenue recognition matters. Jones Lang LaSalle had intended to adopt the provisions of SAB 101 related to how we understood the SEC staff believed it applied to revenue recognition on second half lease commissions. Historically, Jones Lang LaSalle and certain other real estate service companies have recorded the full amount of lease commissions as revenue upon the completion of leasing services and the closing of the transaction, when invoicing for a portion of the commission was to be delayed until actual tenant occupancy. This policy was based upon the fact that Jones Lang LaSalle had fulfilled all of its contractual obligations and the likelihood of the tenant defaulting under the lease was extremely remote. Jones Lang LaSalle understood that the SEC staff believed that under SAB 101, such lease commission revenue should be deferred until the parties to the lease contract have fulfilled their respective obligations. However, in late June, the SEC issued an amendment to SAB 101 that permitted companies to delay implementation until the fourth quarter of 2000 while the SEC seeks to provide increased interpretive guidance. As a result, Jones Lang LaSalle believes that it is prudent to delay implementation until the SEC has clarified whether SAB 101 is applicable and, if so, how it should be applied. Therefore, while it is likely that SAB 101 will be adopted by Jones Lang LaSalle, it will not be adopted until at least the fourth quarter of 2000. Jones Lang LaSalle has reviewed the impact of modifying its revenue recognition policy in accordance with its current understanding of the SEC's interpretation of SAB 101. If SAB 101 had been adopted in this manner in the second quarter, a cumulative catch up adjustment for a change in accounting principle effective as of January 1, 2000 would have been recorded. This would have been reflected by a one-time, after-tax non-cash charge of $13.9 million (net of taxes of $8.4 million) to defer commission revenue where the contractual right to invoice was contingent on the occupancy of the leased space by the tenant. Thereafter, Jones Lang LaSalle would recognize the revenue associated with those remaining commissions generally at the time the tenant occupies the leased space. This change in accounting policy will not affect cash flows or the amount of earnings the company will ultimately recognize. The one-time after-tax charge will be recognized as earnings in future periods when the revenue is recognized. The impact of the revised revenue recognition policy on the first quarter of 2000 would have been to reduce the net loss before cumulative change in accounting principle by $2.1 million. This includes an after-tax benefit of $3.6 million (net of tax of $2.2 million) of revenue that had been included in the cumulative catch up adjustment. The impact on the second quarter would have been to increase the net loss before cumulative change in accounting principle by $1.0 million. This includes an after-tax benefit of $3.2 million (net of tax of $2.0 million) of revenue that had been included in the cumulative catch up adjustment. Therefore, the impact for the six months ending June 30, 2000 would have been to reduce the net loss before cumulative change in accounting principle by $1.1 million. This would include an after-tax benefit of $6.8 million (net of taxes of $4.2 million) of revenue that had been deferred through the cumulative catch up adjustment. It is not possible at this time to estimate the potential impact on the full year 2000 net loss before cumulative change in accounting principle, but management believes that it may increase the net loss by up to $5 million. This will be dependent upon the mix and timing of revenues together with the underlying contractual terms of our customer contracts. Management believes that this change in accounting policy will help to reduce the seasonality in the financial performance reported by Jones Lang LaSalle by shifting some lease commission revenue out of the fourth quarter and into other quarters. E-COMMERCE INITIATIVES Through the first six months of 2000, Jones Lang LaSalle has evaluated a number of e-business opportunities. On April 26, 2000, Jones Lang LaSalle announced the formation of Octane, an e-commerce alliance with two other leading U.S. real estate services firms. This alliance will develop e-business solutions for the real estate services industry and will focus on procurement, transactions, support services and other business-to- business activities. On May 5, 2000, Jones Lang LaSalle announced its intent to join eleven other leading North American real estate firms to form Constellation, a real estate e-business company. This company will form, incubate and sponsor real estate-related Internet, e-commerce and broadband enterprises; acquire interests in existing leading companies on a synergistic basis; and act as an opportunistic consolidator across property sectors in the emerging real estate technology area. On June 29, 2000, Jones Lang LaSalle announced that together with two other leading international property services firms and an international business to business publisher, it would be developing a pan-European commercial property listings, information and data research portal. The venture will be an unaffiliated, independently managed company with its own brand and may ultimately include other content and technology partners. The final terms and conditions of the agreements related to these ventures are currently being negotiated. On July 12, 2000, it was announced that Jones Lang LaSalle together with two other leading U.S. real estate services firms had participated in a $30 million preferred stock financing for SiteStuff.com, Inc., an e- marketplace for owners and operators of commercial and multi-family real estate properties. On July 19, 2000, Jones Lang LaSalle funded its $10.0 million participation. Through SiteStuff, Jones Lang LaSalle has the ability to aggregate the purchase of property management maintenance, repair and operations products and services for the benefit of clients in the U.S. We will continue to seek additional e-commerce opportunities which enhance our product and service offerings. We expect to commit up to $20 million over the next eighteen months for our e-commerce initiatives, including commitments already made in connection with the four ventures described above. EURO CONVERSION ISSUES On January 1, 1999, certain countries of the European Monetary Union ("EMU") adopted a common currency, the euro. For a three-and-one-half-year transition period, non-cash transactions may be denominated in either the euro or in the old national currencies. After July 1, 2002, the euro will be the sole legal tender for the EMU countries. The adoption of the euro affected a multitude of financial systems and business applications as the commerce of these nations is now transacted in the euro and the existing national currency. Although the impact of the January 1, 1999 euro conversion was minimal, Jones Lang LaSalle continues to evaluate the potential impact relating to the EMU countries yet to convert. Management does not expect the impact of euro conversion issues to be material to Jones Lang LaSalle, however there can be no assurance that external factors will not have a material adverse effect on operations. YEAR 2000 ISSUES The "Year 2000 Issue" was the result of computer programs and systems having been designed and developed to use two digits, rather than four, to define the applicable year. As a result, these computer programs and systems had the potential to recognize a date using "00" as the year 1900 rather than the year 2000. This could have resulted in system failure or miscalculations causing disruption of operations, including, among other things, a temporary inability to process transactions, pay invoices or engage in similar normal business activities. Jones Lang LaSalle successfully modified its software and hardware to meet Year 2000 requirements and experienced no significant disruption of its operations. The total cost of such modifications was $4.8 million of operating expenses associated with testing and other matters and $1.5 million of capital expenditures primarily representing system upgrades which provide operational benefits above and beyond Year 2000 compliance. Although Jones Lang LaSalle is not aware of any threatened claims related to the Year 2000, it may become subject to litigation arising from such claims, and, depending on the outcome, such litigation could have a material adverse affect on Jones Lang LaSalle. It is not clear whether insurance coverage would be adequate to offset these and other business risks related to the Year 2000. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST RATE RISK Jones Lang LaSalle is exposed to interest rate changes primarily as a result of its lines of credit used to maintain liquidity and to fund capital expenditures, acquisitions, co-investments and operations. Jones Lang LaSalle's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve this objective, Jones Lang LaSalle historically has borrowed at variable rates and has entered into derivative financial instruments such as interest rate swap agreements when appropriate. Jones Lang LaSalle does not enter into derivative or interest rate transactions for trading or speculative purposes. As of June 30, 2000, Jones Lang LaSalle had no interest rate swap agreements outstanding. Given that the Notes will be a substantial portion of the outstanding debt and charges a fixed rate of interest, Jones Lang LaSalle's exposure to interest rate changes will be reduced from its historical exposure. The carrying value of the debt approximates its fair value. As of June 30, 2000, the outstanding borrowings on the Facilities were $329.5 million. The Facilities bear variable rates of interest based on market rates. The effective interest rate on the Facilities was 8.3% and 8.2% for the three and six months ended June 30, 2000, including the effect of interest rate swap agreements. FOREIGN CURRENCY RISK Jones Lang LaSalle's reporting currency is the U.S. dollar. Business is transacted in various other currencies. The financial statements of subsidiaries outside the United States, except those located in highly inflationary economies, are generally measured using the local currency as the functional currency. As a result, fluctuations in the U.S. dollar relative to the other currencies in which earnings are generated can impact Jones Lang LaSalle's business, operating results and financial condition as reported in U.S. dollars. For the three and six months ended June 30, 2000 (excluding the effect of stock compensation expense) Jones Lang LaSalle reported net income of $7.6 and $0.1 million, respectively, of which $1.5 million of net income and $12.4 million of net losses were attributable to operations having U.S. dollars as their functional currency and $6.1 million and $12.5 million of net income for the three and six months ended June 30, 2000, respectively, was attributable to operations having other functional currencies. Revenues and expenses are primarily earned and incurred in the currency of the location where the operations generating the revenues and expenses have occurred, thereby limiting exposure to exchange rate fluctuations to some extent. On a limited basis, Jones Lang LaSalle enters into forward foreign currency exchange contracts to manage currency risks and reduce exposure resulting from fluctuations in the designated foreign currency associated with existing commitments, assets or liabilities. At June 30, 2000, Jones Lang LaSalle had forward exchange contracts in effect with a notional value of approximately $37.8 million with no market value and no carrying value. Jones Lang LaSalle does not enter into forward foreign currency exchange contracts for trading or speculative purposes. DISCLOSURE OF LIMITATIONS As the information presented above includes only those exposures that exist as of June 30, 2000, it does not consider those exposures or positions, which could arise after that date. Moreover, because firm commitments are not presented, the information represented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate and foreign currency fluctuations will depend on the exposures that arise during the period, the hedging strategies at the time and interest and foreign currency rates. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Jones Lang LaSalle is a defendant in various litigation matters arising in the ordinary course of business, some of which involve claims for damages that are substantial in amount. Many of these matters are covered by insurance. In the opinion of management, the ultimate resolution of such litigation is not expected to have a material adverse effect on the financial condition, results of operations and liquidity of Jones Lang LaSalle. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS At the annual meeting of stockholders held on May 15, 2000, the following business was conducted: A. Stockholders elected six directors as follows: (i) The following two Class I Directors were elected for terms expiring at the 2001 annual meeting of stockholders and until their successors are elected and qualify: M.G. Rose: 26,412,818 votes for and 92,954 votes withheld. Michael J. Smith: 26,412,978 votes for and 92,974 votes withheld. (ii) The following four Class III Directors were elected for terms expiring at the 2003 annual meeting of stockholders and until their successors are elected and qualify: Christopher M. G. Brown: 26,412,978 votes for and 92,794 votes withheld. Derek A. Higgs: 26,411,878 votes for and 93,894 votes withheld. Thomas C. Theobald: 26,412,878 votes for and 92,894 votes withheld. Lynn C. Thurber: 26,412,389 votes for and 93,383 votes withheld. B. Stockholders approved an amendment to the Jones Lang LaSalle Employee Stock Purchase Plan to increase the number of shares available thereunder to 1,000,000 from 250,000 as follows: Votes for: 21,881,524 Votes against: 423,128 Votes abstained: 4,201,120 C. Stockholders ratified the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2000 as follows: Votes for: 22,282,059 Votes against: 73,664 Votes abstained: 4,150,049 ITEM 5. OTHER MATTERS INFORMATION REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this filing and elsewhere (such as in reports, other filings with the Securities and Exchange Commission, press releases, presentations and communications by Jones Lang LaSalle or its management and written and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Jones Lang LaSalle's actual results, performance, achievements, plans and objectives to be materially different from any future results, performance, achievements, plans and objectives expressed or implied by such forward-looking statements. Such factors are discussed in our Annual Report on Form 10-K for the year ended December 31, 1999 in Item 1. "Business," Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," Item 7A. "Quantitative and Qualitative Disclosures About Market Risk," and elsewhere, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 in Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations", Item 3 "Quantitative and Qualitative Disclosure about Market Risk" and elsewhere, and in other reports filed with the Securities and Exchange Commission. Jones Lang LaSalle expressly disclaims any obligation or undertaking to update or revise any forward-looking statements to reflect any changes in events or circumstances or in its expectations or results. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) A list of exhibits is set forth in the Exhibit Index which immediately precedes the exhibits and which is incorporated by reference herein. (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JONES LANG LASALLE INCORPORATED Dated: August 14, 2000 BY: /S/ WILLIAM E. SULLIVAN ------------------------------ William E. Sullivan Executive Vice President and Chief Financial Officer (Authorized Officer and Principal Financial Officer) EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4.1 Indenture, dated as of July 26, 2000, governing 9% Senior Notes due 2007. 4.2 Registration Rights Agreement, dated as of July 19, 2000, with respect to 9% Senior Notes due 2007. 10.1 Second Amendment and Restated Multicurrency Credit Agreement, dated as of July 26, 2000. 10.2 Third Amendment to the Jones Lang LaSalle Incorporated Employee Stock Purchase Plan. 27.1 Financial Data Schedule. EX-4.1 2 0002.txt EXHIBIT 4.1 - ----------- ================================================== JONES LANG LASALLE FINANCE B.V., Issuer JONES LANG LASALLE INCORPORATED, JONES LANG LASALLE AMERICAS, INC., LASALLE INVESTMENT MANAGEMENT, INC., JONES LANG LASALLE INTERNATIONAL, INC., JONES LANG LASALLE CO-INVESTMENT, INC., LASALLE HOTEL ADVISORS, INC. and JONES LANG LASALLE LIMITED, Guarantors and THE BANK OF NEW YORK, Trustee ------------------------------ Indenture Dated as of July 26, 2000 ------------------------------ 9% Senior Notes due 2007 ================================================== CROSS-REFERENCE TABLE --------------------- TIA Sections Indenture Sections - ------------ ------------------ 310 (a)(1) . . . . . . . . . . . . . . . . . . . . 7.10 (a)(2) . . . . . . . . . . . . . . . . . . . . 7.10 (b) . . . . . . . . . . . . . . . . . . . . 7.03; 7.08 311 (a) . . . . . . . . . . . . . . . . . . . . 7.03 (b) . . . . . . . . . . . . . . . . . . . . 7.03 312 (a) . . . . . . . . . . . . . . . . . . . . 2.04 (b) . . . . . . . . . . . . . . . . . . . . 11.02 (c) . . . . . . . . . . . . . . . . . . . . 11.02 313 (a) . . . . . . . . . . . . . . . . . . . . 7.06 (b)(2) . . . . . . . . . . . . . . . . . . . . 7.07 (c) . . . . . . . . . . . . . . . . . . . . 7.05; 7.06; . . . . . . . . . . . . . . . . . . . . 11.02 (d) . . . . . . . . . . . . . . . . . . . . 7.06 314 (a) . . . . . . . . . . . . . . . . . . . . 7.05; 11.02 (a)(4) . . . . . . . . . . . . . . . . . . . . 4.17; 11.02 (c)(1) . . . . . . . . . . . . . . . . . . . . 11.03(c)(2) 11.03 (e) . . . . . . . . . . . . . . . . . . . . 4.17; 11.04 315 (a) . . . . . . . . . . . . . . . . . . . . 7.02 (b) . . . . . . . . . . . . . . . . . . . . 7.05; 11.02 (c) . . . . . . . . . . . . . . . . . . . . 7.02 (d) . . . . . . . . . . . . . . . . . . . . 7.02 (e) . . . . . . . . . . . . . . . . . . . . 6.11 316 (a)(1)(A). . . . . . . . . . . . . . . . . . . 6.05 (a)(1)(B). . . . . . . . . . . . . . . . . . . 6.04 (b) . . . . . . . . . . . . . . . . . . . . 6.07 (c) . . . . . . . . . . . . . . . . . . . . 9.03 317 (a)(1) . . . . . . . . . . . . . . . . . . . . 6.08 (a)(2) . . . . . . . . . . . . . . . . . . . . 6.09 (b) . . . . . . . . . . . . . . . . . . . . 2.05 318 (a) . . . . . . . . . . . . . . . . . . . . 11.01 (c) . . . . . . . . . . . . . . . . . . . . 11.01 Note: The Cross-Reference Table shall not for any purpose be deemed to be a part of the Indenture. TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . 1 SECTION 1.02. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . 21 SECTION 1.03. Rules of Construction. . . . . . . . . . . . 21 ARTICLE TWO THE NOTES SECTION 2.01. Form and Dating. . . . . . . . . . . . . . . 22 SECTION 2.02. Restrictive Legends. . . . . . . . . . . . . 23 SECTION 2.03. Execution, Authentication and Denominations. 25 SECTION 2.04. Registrar and Paying Agent . . . . . . . . . 25 SECTION 2.05. Paying Agent to Hold Money in Trust. . . . . 26 SECTION 2.06. Transfer and Exchange. . . . . . . . . . . . 27 SECTION 2.07. Book-Entry Provisions for Global Notes . . . 28 SECTION 2.08. Special Transfer Provisions. . . . . . . . . 29 SECTION 2.09. Replacement Notes. . . . . . . . . . . . . . 31 SECTION 2.10. Outstanding Notes. . . . . . . . . . . . . . 32 SECTION 2.11. Temporary Notes. . . . . . . . . . . . . . . 32 SECTION 2.12. Cancellation . . . . . . . . . . . . . . . . 33 SECTION 2.13. CUSIP Numbers. . . . . . . . . . . . . . . . 33 SECTION 2.14. Defaulted Interest . . . . . . . . . . . . . 33 SECTION 2.15. Issuance of Additional Notes . . . . . . . . 33 ARTICLE THREE REDEMPTION SECTION 3.01. Right of Redemption. . . . . . . . . . . . . 33 SECTION 3.02. Notices to Trustee . . . . . . . . . . . . . 35 SECTION 3.03. Selection of Notes to Be Redeemed. . . . . . 35 SECTION 3.04. Notice of Redemption . . . . . . . . . . . . 35 SECTION 3.05. Effect of Notice of Redemption . . . . . . . 36 SECTION 3.06. Deposit of Redemption Price. . . . . . . . . 36 SECTION 3.07. Payment of Notes Called for Redemption . . . 37 SECTION 3.08. Notes Redeemed in Part . . . . . . . . . . . 37 ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes . . . . . . . . . . . . . . 37 SECTION 4.02. Maintenance of Office or Agency. . . . . . . 37 SECTION 4.03. Limitation on Indebtedness . . . . . . . . . 38 SECTION 4.04. Limitation on Restricted Payments. . . . . . 40 SECTION 4.05. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 43 SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries. . . . . . . 45 SECTION 4.07. Limitation on Issuances of Guarantees by Restricted Subsidiaries. . . . . . . . . . 45 SECTION 4.08. Limitation on Transactions with Stockholders and Affiliates. . . . . . . . . . . . . . . . 46 SECTION 4.09. Limitation on Liens. . . . . . . . . . . . . 47 SECTION 4.10. Limitation on Sale-Leaseback Transactions. . 48 SECTION 4.11. Limitation on Asset Sales. . . . . . . . . . 48 SECTION 4.12. Repurchase of Notes upon a Change of Control 49 SECTION 4.13. Existence. . . . . . . . . . . . . . . . . . 50 SECTION 4.14. Payment of Taxes and Other Claims. . . . . . 50 SECTION 4.15. [Intentionally Omitted]. . . . . . . . . . . 50 SECTION 4.16. Notice of Defaults . . . . . . . . . . . . . 50 SECTION 4.17. Compliance Certificates. . . . . . . . . . . 50 SECTION 4.18. SEC Reports and Reports to Holders . . . . . 51 SECTION 4.19. Waiver of Stay, Extension or Usury Laws. . . 51 SECTION 4.20. Additional Amounts . . . . . . . . . . . . . 51 ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. When Company or Guarantors May Merge, Etc. . 53 SECTION 5.02. Successor Substituted. . . . . . . . . . . . 54 ARTICLE SIX DEFAULT AND REMEDIES SECTION 6.01. Events of Default. . . . . . . . . . . . . . 54 SECTION 6.02. Acceleration . . . . . . . . . . . . . . . . 56 SECTION 6.03. Other Remedies . . . . . . . . . . . . . . . 56 SECTION 6.04. Waiver of Past Defaults. . . . . . . . . . . 57 SECTION 6.05. Control by Majority. . . . . . . . . . . . . 57 SECTION 6.06. Limitation on Suits. . . . . . . . . . . . . 57 SECTION 6.07. Rights of Holders to Receive Payment . . . . 57 SECTION 6.08. Collection Suit by Trustee . . . . . . . . . 58 SECTION 6.09. Trustee May File Proofs of Claim . . . . . . 58 SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . 58 SECTION 6.11. Undertaking for Costs. . . . . . . . . . . . 59 SECTION 6.12. Restoration of Rights and Remedies . . . . . 59 SECTION 6.13. Rights and Remedies Cumulative . . . . . . . 59 SECTION 6.14. Delay or Omission Not Waiver . . . . . . . . 59 ARTICLE SEVEN TRUSTEE SECTION 7.01. General. . . . . . . . . . . . . . . . . . . 59 SECTION 7.02. Certain Rights of Trustee. . . . . . . . . . 60 SECTION 7.03. Individual Rights of Trustee . . . . . . . . 61 SECTION 7.04. Trustee's Disclaimer . . . . . . . . . . . . 61 SECTION 7.05. Notice of Default. . . . . . . . . . . . . . 61 SECTION 7.06. Reports by Trustee to Holders. . . . . . . . 61 SECTION 7.07. Compensation and Indemnity . . . . . . . . . 62 SECTION 7.08. Replacement of Trustee . . . . . . . . . . . 62 SECTION 7.09. Successor Trustee by Merger, Etc.. . . . . . 63 SECTION 7.10. Eligibility. . . . . . . . . . . . . . . . . 64 SECTION 7.11. Money Held in Trust. . . . . . . . . . . . . 64 ARTICLE EIGHT DISCHARGE OF INDENTURE SECTION 8.01. Termination of Company's Obligations . . . . 64 SECTION 8.02. Defeasance and Discharge of Indenture. . . . 65 SECTION 8.03. Defeasance of Certain Obligations. . . . . . 66 SECTION 8.04. Application of Trust Money . . . . . . . . . 66 SECTION 8.05. Repayment to Company . . . . . . . . . . . . 66 SECTION 8.06. Reinstatement. . . . . . . . . . . . . . . . 67 ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION 9.01. Without Consent of Holders . . . . . . . . . 67 SECTION 9.02. With Consent of Holders. . . . . . . . . . . 67 SECTION 9.03. Revocation and Effect of Consent . . . . . . 68 SECTION 9.04. Notation on or Exchange of Notes . . . . . . 69 SECTION 9.05. Trustee to Sign Amendments, Etc. . . . . . . 69 SECTION 9.06. Conformity with Trust Indenture Act. . . . . 69 ARTICLE TEN NOTE GUARANTEES SECTION 10.01. Note Guarantee. . . . . . . . . . . . . . . 69 SECTION 10.02. Obligations Unconditional . . . . . . . . . 71 SECTION 10.03. Release of Note Guarantees. . . . . . . . . 72 SECTION 10.04. Notice to Trustee . . . . . . . . . . . . . 72 SECTION 10.05. This Article Not to Prevent Events of Default . . . . . . . . . . . . . . . . . 72 ARTICLE ELEVEN MISCELLANEOUS SECTION 11.01. Trust Indenture Act of 1939 . . . . . . . . 72 SECTION 11.02. Notices . . . . . . . . . . . . . . . . . . 72 SECTION 11.03. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . 73 SECTION 11.04. Statements Required in Certificate or Opinion 73 SECTION 11.05. Rules by Trustee, Paying Agent or Registrar 73 SECTION 11.06. Payment Date Other Than a Business Day. . . 74 SECTION 11.07. Governing Law . . . . . . . . . . . . . . . 74 SECTION 11.08. No Adverse Interpretation of Other Agreements 74 SECTION 11.09. No Recourse Against Others. . . . . . . . . 74 SECTION 11.10. Successors. . . . . . . . . . . . . . . . . 74 SECTION 11.11. Duplicate Originals . . . . . . . . . . . . 74 SECTION 11.12. Separability. . . . . . . . . . . . . . . . 74 SECTION 11.13. Table of Contents, Headings, Etc. . . . . . 74 SECTION 11.14. Counterparts. . . . . . . . . . . . . . . . 74 SECTION 11.15. Submission to Jurisdiction; Appointment of Agent for Service . . . . . . . . . . . . 75 SECTION 11.16. Judgment Currency . . . . . . . . . . . . . 75 SECTION 11.17. Method of Payment . . . . . . . . . . . . . 75 EXHIBIT A Form of Note . . . . . . . . . . . . . . . . . . A-1 EXHIBIT B Form of Certificate. . . . . . . . . . . . . . . B-1 EXHIBIT C Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Non-QIB Accredited Investors . . . . . . . . . . C-1 EXHIBIT D Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S . . . . . . . . . . . . . . . . . . D-1 EXHIBIT E Form of Certificate for Transfer from Regulation S Global or Regulation S Certificated Note to a Restricted Global . . . . E-1 INDENTURE, dated as of July 26, 2000, among Jones Lang LaSalle Finance B.V., a private limited liability company incorporated under the laws of the Netherlands (the "Company"), Jones Lang LaSalle Incorporated, a Maryland corporation ("JLL"), as parent Guarantor, 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, LaSalle Hotel Advisors, Inc., a Maryland corporation, and Jones Lang LaSalle Limited., a company organized under the laws of England and Wales, as Guarantors, and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). RECITALS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance initially of up to _165,000,000 aggregate principal amount of the Company's 9% Senior Notes due 2007 (the "Notes") issuable as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Company and each Guarantor, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee hereunder and duly issued by the Company, valid obligations of the Company as hereinafter provided. Prior to the effectiveness of the Registration Statement, this Indenture shall incorporate and be governed by the provisions of the TIA that are required to be a part of and to govern indentures qualified under the TIA. After the effectiveness of the Registration Statement, this Indenture shall be subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. AND THIS INDENTURE FURTHER WITNESSETH For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows. ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions. "Acquired Indebtedness" means Indebtedness of a person existing at the time such person becomes a Restricted Subsidiary or assumed in connection with an Asset Acquisition by a Restricted Subsidiary; provided that Indebtedness of such person which is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such person becomes a Restricted Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness. "Additional Amounts" has the meaning set forth in Section 4.20. "Adjusted Consolidated Net Income" means, for any period, the aggregate net income (or loss) of JLL and its Restricted Subsidiaries for such period determined in conformity with GAAP; provided that the following items shall be excluded in computing Adjusted Consolidated Net Income (without duplication): (i) the net income (or loss) of any person (other than JLL) that is not a Restricted Subsidiary, except to the extent of the amount of dividends or other distributions actually paid to JLL or any of its Restricted Subsidiaries by such person during such period; (ii) the net income (or loss) of any person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with JLL or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such person are acquired by JLL or any of its Restricted Subsidiaries; (iii) the net income of any Restricted Subsidiary (other than a Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; (iv) any gains or losses (on an after-tax basis) attributable to Asset Sales; (v) solely for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (C) of the first paragraph of Section 4.04 (x) any amount paid or accrued as dividends on preferred stock of JLL owned by persons other than JLL and any of its Restricted Subsidiaries and (y) all non-cash contributions and accruals to or with respect to deferred profit sharing or compensation in connection with the JLW Acquisition; (vi) all extraordinary gains and extraordinary losses (on an after-tax basis); (vii) except for purposes of calculating the Interest Coverage Ratio, any gains or losses (on an after-tax basis) attributable to sales of Investments to the extent of any net cash proceeds included in the calculation under clause (C)(3) of Section 4.04 or any gains or losses (on an after-tax basis) attributable to sales of Permitted Investments to the extent of any net cash proceeds included in the calculation under clause (vii)(4) of the definition of "Permitted Investments"; and (viii) the cumulative effect of a change in accounting principles. "Affiliate" means, as applied to any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise. "Agent" means any Registrar, co-Registrar, Paying Agent or authenticating agent. "Agent Members" has the meaning provided in Section 2.07(a). "Applicable Premium" has the meaning provided in Section 3.01. "Asset Acquisition" means (i) an Investment by JLL or any of its Restricted Subsidiaries in any other person pursuant to which such person shall become a Restricted Subsidiary or shall be merged into or consolidated with JLL or any of its Restricted Subsidiaries or (ii) an acquisition by JLL or any of its Restricted Subsidiaries of the property and assets of any person (other than JLL or any of its Restricted Subsidiaries) that constitute substantially all of a division or line of business of such person. "Asset Disposition" means the sale or other disposition by JLL or any of its Restricted Subsidiaries (other than to JLL or a Restricted Subsidiary) of (i) all or substantially all of the Capital Stock of any Restricted Subsidiary or (ii) all or substantially all of the property and assets that constitute a division or line of business of JLL or any of its Restricted Subsidiaries. "Asset Sale" means any sale, transfer or other disposition (including by way of merger, consolidation or sale-leaseback transaction) in one transaction or a series of related transactions by JLL or any of its Restricted Subsidiaries to any person other than JLL or any of its Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted Subsidiary (other than any director's qualifying shares or Capital Stock held by foreign nationals or employees to the extent required by applicable law in order to conduct business as conducted at the time of issuance of such shares), (ii) all or substantially all of the property and assets of an operating unit or business of JLL or any of its Restricted Subsidiaries or (iii) any other property and assets (other than the Capital Stock or other Investment in an Unrestricted Subsidiary) of JLL or any of its Restricted Subsidiaries outside the ordinary course of business of JLL or such Restricted Subsidiary and, in each case, that is not governed by the provisions of this Indenture applicable to mergers, consolidations and sales of assets; provided that "Asset Sale" shall not include (a) sales or other dispositions of inventory, receivables and other current assets, (b) sales, transfers or other dispositions of assets permitted to be made under Section 4.04, (c) sales or other dispositions of assets for consideration at least equal to the fair market value of the assets sold or disposed of, to the extent that the consideration received would satisfy clause (i)(B) of Section 4.11, (d) a transaction constituting a Change of Control, provided that the Company or its successor complies with the provisions of Section 4.12 or (e) disposition of obsolete, uneconomical, worn out or surplus property or equipment. "Authorized Agent" has the meaning set forth in Section 11.15. "Average Life" means, at any date of determination with respect to any debt security, the quotient obtained by dividing (i) the sum of the products of the number of years from such date of determination to the dates of each successive scheduled principal payment of such debt security and the amount of such principal payment by (ii) the sum of all such principal payments. "Board of Directors" means the board of directors of JLL or any authorized committee thereof. "Board Resolution" means a copy of a resolution duly adopted by the Board of Directors and in full force that is delivered to the Trustee. "Bund Rate" has the meaning provided in Section 3.01. "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in The City of New York, or in the city of the Corporate Trust Office of the Trustee, are authorized by law to close. "Capital Stock" means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in the equity of such person, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all common stock and preferred stock. "Capitalized Lease" means, as applied to any person, any lease of any property (whether real, personal or mixed) which, in conformity with GAAP, is required to be capitalized on the balance sheet of such person. "Capitalized Lease Obligations" means, with respect to any person on any date of determination, the amount of such person's liabilities under Capitalized Leases, determined in accordance with GAAP. "Certificated Notes" has the meaning provided in Section 2.01 hereof. "Change of Control" means such time as (i) with respect to the Company, JLL ceases to be the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of 99% of the total voting power of the Voting Stock of the Company or (ii) with respect to JLL, after the Closing Date, (a) a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total voting power of the Voting Stock of JLL on a fully diluted basis; or (b) individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination by the Board of Directors for election by JLL's stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office. "Clearstream" means Clearstream Banking, societe anonyme. "Closing Date" means the date on which the Notes are originally issued under this Indenture. "Co-Investment" means direct or indirect investments in real estate or real estate related assets (including securities) in order to attract or retain investments from clients or prospective clients with respect to those assets. "Common Depositary" means The Bank of New York, London Branch, or any of its successors acting in the capacity of common depositary for Euroclear and Clearstream. "common stock" means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such person's equity, other than preferred stock of such person, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all series and classes of such common stock. "Company" means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article Five of this Indenture and thereafter means the successor. "Company Order" means a written request or order signed in the name of the Company (i) by its Chairman, a Vice Chairman, its President or a Vice President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be signed by any two of the officers or directors listed in clause (i) above in lieu of being signed by one of such officers or directors listed in such clause (i) and one of the officers listed in clause (ii) above. "Compass Acquisition" means the acquisition by JLL and its Subsidiaries of Compass Management and Leasing, Inc. and companies from Lend Lease Corporation and its affiliates and all transactions in connection therewith. "Consolidated EBITDA" means, for any period, Adjusted Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Adjusted Consolidated Net Income: (i) Consolidated Interest Expense, (ii) income taxes, (iii) depreciation expense, (iv) amortization expense, (v) all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made) and (vi) non-recurring charges, costs and expenses incurred by JLL and its Restricted Subsidiaries in connection with the Compass Acquisition and the JLW Acquisition, less all non-cash items increasing Adjusted Consolidated Net Income (other than items that represent the reversal of any accrual or reserve for anticipated cash charges in any prior period), all as determined on a consolidated basis for JLL and its Restricted Subsidiaries in conformity with GAAP; provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the Adjusted Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by JLL or any of its Restricted Subsidiaries. "Consolidated Free Cash Flow" means, for any period, the Consolidated EBITDA for such period less, to the extent such amount was included in calculating such Consolidated EBITDA: (i) Consolidated Interest Expense and (ii) income taxes, less capital expenditures made during such period, all as determined on a consolidated basis for JLL and its Restricted Subsidiaries in conformity with GAAP; provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated Free Cash Flow shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount of the Adjusted Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by JLL or any of its Restricted Subsidiaries "Consolidated Interest Expense" means, for any period, the aggregate amount of interest in respect of Indebtedness (including, without limitation, amortization of original issue discount on any Indebtedness and the interest portion of any deferred payment obligation, calculated in accordance with the effective interest method of accounting; all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing; the net costs associated with Interest Rate Agreements; and Indebtedness that is Guaranteed or secured by JLL or any of its Restricted Subsidiaries) and all but the principal component of rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be accrued by JLL and its Restricted Subsidiaries during such period; excluding, however, (i) any amount of such interest of any Restricted Subsidiary if the net income of such Restricted Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the definition thereof) and (ii) any premiums, fees and expenses (and any amortization thereof) payable in connection with the offering of the Notes, all as determined on a consolidated basis (without taking into account Unrestricted Subsidiaries) in conformity with GAAP. "Consolidated Net Worth" means, at any date of determination, stockholders' equity as set forth on the most recently available quarterly or annual consolidated balance sheet of JLL and its Restricted Subsidiaries (which shall be as of a date not more than 90 days prior to the date of such computation, and which shall not take into account Unrestricted Subsidiaries), less any amounts attributable to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of JLL or any of its Restricted Subsidiaries, each item to be determined in conformity with GAAP (excluding the effects of foreign currency exchange adjustments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 52). "Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at The Bank of New York, 101 Barclay Street, New York, New York 10286; Attention: Corporate Trust Administration, Global Finance Unit and, in the event the Notes are listed on the Luxembourg Stock Exchange, at Kredietbank S.A. Luxembourgeoise, 43 Boulevard Royal, L-2955 Luxembourg; Attention: Corporate Trust and Agencies. "Credit Agreement" means the Second Amended and Restated Multicurrency Credit Agreement dated as of the date of this Indenture among the Company, the guarantors party thereto, the banks party thereto, Harris Trust and Savings Bank, as Administrative Agent, Co-Lead Arranger and Joint Bookrunner, The Chase Manhattan Bank, as Documentation Agent, Bank One, N.A., as Syndication Agent, Banc One Capital Markets, Inc., as Co-Lead Arranger and Joint Bookrunner and Chase Securities Inc., as Co-Arranger, together with any agreements, instruments and documents executed or delivered pursuant to or in connection with such credit agreement, as such credit agreement or such agreements, instruments or documents may be amended, supplemented, extended, restated, renewed or otherwise modified from time to time and any refinancing, replacement or substitution thereof or therefor, or of or for any previous refinancing, replacement or substitution. "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement. "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. "Depositary" shall mean, with respect to the Regulation S Global and European 144A Global, Euroclear and Clearstream and, with respect to the DTC Rule 144A Global, DTC. "Disqualified Stock" means any class or series of Capital Stock of any person that by its terms or otherwise is (i) required to be redeemed prior to the Stated Maturity of the Notes, (ii) redeemable at the option of the Holder of such class or series of Capital Stock at any time prior to the Stated Maturity of the Notes or (iii) convertible into or exchangeable for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such person to repurchase or redeem such Capital Stock upon the occurrence of an "Asset Sale" or "Change of Control" occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock if the "Asset Sale" or "Change of Control" provisions applicable to such Capital Stock are not materially more favorable to the holders of such Capital Stock than the provisions contained in Section 4.11 and Section 4.12 and such Capital Stock specifically provides that such person will not repurchase or redeem any such stock pursuant to such provision prior to the Company's repurchase of such Notes as are required to be repurchased pursuant to Section 4.11 and Section 4.12. "DTC" means The Depository Trust Company, its nominees and their respective successors. "DTC Noteholder" has the meaning provided in Section 11.17. "DTC Rule 144A Global" has the meaning provided in Section 2.01. "Euroclear" means Morgan Guaranty Trust Company of New York (Brussels office) as operator of the Euroclear system and any successor thereto. "Euroclear/Clearstream Noteholder" has the meaning provided in Section 11.17. "Euro Paying Agent" means The Bank of New York, London Branch, located at One Canada Square, 48th Floor, London E14 5AL, United Kingdom and any successor paying agent. "European 144A Global" has the meaning provided in Section 2.01. "Event of Default" has the meaning provided in Section 6.01. "Excess Proceeds" has the meaning provided in Section 4.11. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Exchange Notes" means any securities of the Company containing terms identical in all material respects to the Notes (except that such Exchange Notes will not bear legends restricting their transfer that are issued and exchanged for the Notes pursuant to the Registration Rights Agreement and this Indenture. "Exchange Rate Agent" means The Bank of New York or any successor exchange rate agent. "fair market value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith, in the case of any valuation of $1 million or less, by an executive officer of JLL and evidenced by an Officers' Certificate, or, in the case of any valuation of more than $1 million, by the Board of Directors and evidenced by a Board Resolution, in either such case whose determination shall be conclusive. "Foreign Subsidiary" means any Subsidiary of JLL that is organized under the laws of a jurisdiction other than the United States or any state thereof. "GAAP" means generally accepted accounting principles in the United States of America as applied by JLL as of the Closing Date, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations contained or referred to in this Indenture shall be computed in conformity with GAAP applied on a consistent basis, except that calculations made for purposes of determining compliance with the terms of the covenants and with other provisions of this Indenture shall be made without giving effect to (i) the amortization of any expenses incurred in connection with the offering of the Notes and (ii) except as otherwise provided, the amortization of any amounts required or permitted by Accounting Principles Board Opinion Nos. 16 and 17. "Global Notes" has the meaning provided in Section 2.01. "Government Obligations" means securities that are direct and unconditional obligations of a European Union member country on the date of this Indenture (other than Greece, Portugal or Spain) and are not callable or redeemable at the option of the issuer thereof. "Guarantee" means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Indebtedness of any other person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm's-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Guaranteed Indebtedness" has the meaning provided in Section 4.07. "Guarantors" means JLL, as parent guarantor, 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, LaSalle Hotel Advisors, Inc., a Maryland corporation, Jones Lang LaSalle Limited, a company organized under the laws of England and Wales, and any other Subsidiary which Guarantees the Notes pursuant to Section 4.07. "Holder" or "Noteholder" means the registered holder of any Note. "Incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an "Incurrence" of Acquired Indebtedness; provided that neither the accrual of interest nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness. "Indebtedness" means, with respect to any person at any date of determination (without duplication): (i) all indebtedness of such person for borrowed money; (ii) all obligations of such person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in (i) or (ii) above or (v), (vi) or (vii) below) entered into in the ordinary course of business of such person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such person of a demand for reimbursement); (iv) all obligations of such person to pay the deferred and unpaid purchase price of property or services, except Trade Payables, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services; (v) all Capitalized Lease Obligations; (vi) all Indebtedness of other persons secured by a Lien on any asset of the person with respect to which a determination is being made, whether or not such Indebtedness is assumed by such person; provided that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness; (vii) all Indebtedness of other persons Guaranteed by the person with respect to which a determination is being made to the extent such Indebtedness is Guaranteed by such person; and (viii) to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest Rate Agreements. The amount of Indebtedness of any person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided (A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, (B) that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be "Indebtedness" so long as such money is held to secure the payment of such interest and (C) that Indebtedness shall not include any liability for federal, state, local or other taxes. "Indenture" means this Indenture as originally executed or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture. "Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. "Interest Coverage Ratio" means, on any Transaction Date, the ratio of (i) the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters prior to such Transaction Date for which reports have been provided to the Trustee (the "Four Quarter Period") to (ii) the aggregate Consolidated Interest Expense during such Four Quarter Period. In making the foregoing calculation, (A) pro forma effect shall be given to any Indebtedness Incurred or repaid during the period (the "Reference Period") commencing on the first day of the Four Quarter Period and ending on the Transaction Date (other than Indebtedness Incurred under a revolving credit or similar arrangement (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarter Period unless any portion of such Indebtedness is projected, in the reasonable judgment of the senior management of JLL, to remain outstanding for a period in excess of 12 months from the date of the Incurrence thereof), in each case as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period; (B) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period; (C) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and (D) pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any person that has become a Restricted Subsidiary or has been merged with or into JLL or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period; provided that to the extent that clause (C) or (D) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the person, or division or line of business of the person, that is acquired or disposed of for which financial information is available. "Interest Rate Agreement" means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement. "Interest Payment Date" means each semiannual interest payment date on June 15 and December 15 of each year, commencing December 15, 2000. "Investment" in any person means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of Guarantee or similar arrangement; but excluding advances to customers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable on the balance sheet of JLL or its Restricted Subsidiaries) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such person and shall include (i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii) the retention of the Capital Stock (or any other Investment) by JLL or any of its Restricted Subsidiaries, of (or in) any person that has ceased to be a Subsidiary, including without limitation, by reason of any transaction permitted by clause (iii) of Section 4.06. For purposes of the definition of "Unrestricted Subsidiary" and Section 4.04, the amount of an Investment made or a reduction in an Investment shall be equal to the fair market value thereof at the time such Investment is made or reduced, respectively. A change in the form of an Investment shall not be regarded as a further Investment except to the extent JLL or any of its Subsidiaries invests any amounts in addition to any existing Investments. "JLL" means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Section Five of this Indenture and thereafter means the successor. "JLW Acquisition" means the acquisition by JLL and its Subsidiaries of the entities conducting business worldwide under the names "Jones Lang Wooten" and "JLW" prior to such acquisition and all transactions in connection therewith. "Judgment Currency" has the meaning set forth in Section 11.16. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest). "Moody's" means Moody's Investors Service, Inc. and its successors. "Net Cash Proceeds" means: (i) with respect to any Asset Sale, the proceeds of such Asset Sale received by JLL or any Restricted Subsidiary (and excluding any amount received by other minority interest holders) in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of (A) brokerage commissions and other fees and expenses (including fees and expenses of accountants, counsel, consultants and investment bankers) related to such Asset Sale, (B) provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of JLL and its Restricted Subsidiaries, taken as a whole, (C) payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (I) is secured by a Lien on the property or assets sold or (II) is required to be paid as a result of such sale, and (D) appropriate amounts to be provided by JLL or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP, and (ii) with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorney's fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. "New York Business Day" has the meaning set forth in Section 11.17. "Non-U.S. Person" means a person who is not a "U.S. person" (as defined in Regulation S). "Note Guarantee" means any Guarantee by any of the Guarantors, or any successor thereto, of the Company's obligations under this Indenture and the Notes. "Notes" means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture. For all purposes of this Indenture, the term "Notes" shall include the Notes initially issued on the Closing Date, any Exchange Notes to be issued and exchanged for any Notes pursuant to the Registration Rights Agreement and this Indenture and any other Notes issued after the Closing Date under this Indenture. For purposes of this Indenture, all Notes shall vote together as one series of Notes under this Indenture. "Offer to Purchase" means an offer to purchase Notes by the Company from the Holders thereof commenced by mailing a notice to the Trustee and each Holder stating: (i) the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis; (ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Payment Date"); (iii) that any Note not tendered will continue to accrue interest pursuant to its terms; (iv) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date; (v) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of _1,000 or integral multiples thereof. On the Payment Date, the Company shall (i) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and (iii) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of _1,000 or integral multiples thereof. The Company shall publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The Company shall comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase Notes pursuant to an Offer to Purchase. "Officer" means, with respect to the Company, (i) the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or Managing Director or the Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary. "Officers' Certificate" means a certificate signed by one Officer listed in clause (i) of the definition thereof and one Officer listed in clause (ii) of the definition thereof or two officers listed in clause (i) of the definition thereof. Each Officers' Certificate (other than certificates provided pursuant to TIA Section 314(a)(4)) shall include the statements provided for in TIA Section 314(e). "Opinion of Counsel" means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, that meets the requirements of Section 11.04 hereof. Each such Opinion of Counsel shall include the statements provided for in TIA Section 314(e). "Participant" means, with respect to DTC, Euroclear or Clearstream, a person who has an account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). "Paying Agent" has the meaning provided in Section 2.04, except that, for the purposes of Article Eight, the Paying Agent shall not be the Company or a Subsidiary of the Company or an Affiliate of any of them. The term "Paying Agent" includes any additional Paying Agent. "Payment Date" has the meaning provided in the definition of Offer to Purchase. "Permanent Regulation S Global" has the meaning provided in Section 2.01. "Permitted Investment" means: (i) an Investment in JLL or a Restricted Subsidiary or a person which will, upon the making of such Investment, become a Restricted Subsidiary or be merged or consolidated with or into or transfer or convey all or substantially all its assets to, JLL or a Restricted Subsidiary; provided that such person's primary business is related, ancillary or complementary to the businesses of JLL and its Restricted Subsidiaries on the date of such Investment; (ii) Temporary Cash Investments; (iii) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP; (iv) stock, obligations or securities received in satisfaction of judgments or received in settlements of debts created in the ordinary course of business; (v) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another Unrestricted Subsidiary; (vi) Interest Rate Agreements and Currency Agreements designed solely to protect JLL or its Restricted Subsidiaries against fluctuations in interest rates or foreign currency exchange rates; (vii) Co-Investments; provided that at the time of, and after giving effect to, such Co-Investment, the aggregate amount of all Co- Investments under this clause (vii) (the amount, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) made after the Closing Date shall not exceed: (1) $40 million, plus (2) on or after January 1, 2001, an additional $40 million, plus (3) if greater than zero, the sum of: (a) 35% of the aggregate amount of Consolidated Free Cash Flow (or, if Consolidated Free Cash Flow is negative, minus 100% of the amount of such loss) (determined by excluding income resulting from transfers of assets by JLL or any Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed with the SEC or provided to the Trustee, plus (b) an amount equal to the net reduction in Co- Investments that constitute Investments (including Investments in an Unrestricted Subsidiary) resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances or other transfers of assets, in any case to JLL, the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any Co-Investment to the extent the gain is not included by the Company in the calculation under clause (C)(1) of Section 4.04 or redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries except to the extent that such redesignation is used in the calculation under clause (C)(3) of Section 4.04 (valued in each case as provided in the definition of "Investment"); (viii) receivables owing to JLL or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as JLL or any such Restricted Subsidiary deems reasonable under the circumstances; (ix) Investments in any person, including in the form of bonds, notes, debentures and other securities, to the extent such Investments represent the non-cash portion of the consideration received from an Asset Sale that was made pursuant to and in compliance with Section 4.11; (x) Investments deemed to have been made as a result of the acquisition of a person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such person; (xi) loans or advances to directors, officers and employees made in the ordinary course of business in an aggregate not to exceed $10 million at any time outstanding; (xii) Investments in prepaid expenses and lease, utility and workers' compensation performance and other similar deposits; (xiii) Investments consisting of intercompany indebtedness not prohibited under this Indenture; (xiv) Investments consisting of Guarantees of Indebtedness of JLL or any Restricted Subsidiary not otherwise prohibited by this Indenture; and (xv) any Investment existing as of the Closing Date, and any amendment, modification, extension or renewal thereof to the extent such amendment, modification, extension or renewal does not require JLL or any Restricted Subsidiary to make any additional cash or non-cash payments. "Permitted Liens" means: (i) Liens for taxes, assessments, governmental charges or claims that are not yet due and payable, that are not subject to penalties or interest for non-payment or that are being contested in good faith by appropriate proceedings and for which, if required by GAAP, a reserve or other appropriate provision in conformity with GAAP shall have been made; (ii) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business and deposits made to obtain the release of such Liens and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings and for which, if required by GAAP, a reserve or other appropriate provision in conformity with GAAP shall have been made; (iii) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; (iv) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptances, surety and appeal bonds, contracts, import duties, payment of rent, performance, letters of credit and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money); (v) easements, reservations, rights-of-way, zoning ordinances and similar charges, restrictions, exceptions, encumbrances, title defects or other irregularities that do not materially interfere with the ordinary course of business of JLL or any of its Restricted Subsidiaries; (vi) Liens (including extensions, renewals and replacements thereof) upon real or personal property acquired, constructed, leased, repaired or improved after the Closing Date; provided that (a) such Lien is created solely for the purpose of securing Purchase Money Indebtedness Incurred in accordance with Section 4.03, (b) such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction, improvement or repair or the commencement of full operation of such property and (c) such Lien shall not extend to or cover any property or assets other than such item of property or assets and any improvements thereon; (vii) leases or subleases granted to others that do not materially interfere with the ordinary course of business of JLL and its Restricted Subsidiaries, taken as a whole; (viii) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of JLL or its Restricted Subsidiaries relating to such property or assets; (ix) any interest or title of a lessor in the property subject to any Capitalized Lease or operating lease; (x) Liens arising from filing Uniform Commercial Code financing statements regarding leases; (xi) Liens on assets or property of, shares of Capital Stock of or Indebtedness owed to, any person existing at the time such assets or property are acquired by JLL or any Restricted Subsidiary, or such person becomes a Restricted Subsidiary, or such person becomes a part of JLL or any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of JLL or any Restricted Subsidiary other than the property or assets so acquired; (xii) Liens in favor of JLL or any Restricted Subsidiary; (xiii) Liens arising from the rendering of a judgment that is not a final judgment or order against JLL or any Restricted Subsidiary with respect to which JLL or such Restricted Subsidiary is then proceeding with an appeal or other proceeding for review or in connection with surety or appeal bonds in connection with such attachment or judgment, and Liens arising from the rendering of a final judgment or order against JLL or any Restricted Subsidiary that does not give rise to an Event of Default; (xiv) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof; (xv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xvi) Liens encumbering customary initial deposits and margin deposits, and other Liens that are customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Interest Rate Agreements and Currency Agreements and forward contracts, options, future contracts, futures options or similar agreements or arrangements designed solely to protect JLL or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities; (xvii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by JLL or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of JLL and its Restricted Subsidiaries; (xviii) Liens on shares of Capital Stock of any Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (xix) Liens on or sales of receivables; (xx) Liens not otherwise permitted under Section 4.09 on property or assets securing Indebtedness and Liens on property or assets securing any Indebtedness Incurred in connection with any refinancing, replacement, renewal or refunding of such Indebtedness in an aggregate principal amount not exceeding $5 million at any time outstanding; (xxi) Liens to secure any refinancing (or successive refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (xi), (xii) and (xxiii) herein; provided that: (A) such new Lien shall be limited to all or part of the same property or assets that secured the original Lien (plus repairs of, or improvements to or on, such property); and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of: (I) the outstanding principal amount or, if greater, committed amount of the Indebtedness secured by Liens described under clauses (xi), (xii) and (xxiii) herein at the time the original Lien became a Permitted Lien and (II) an amount necessary to pay any fees and expenses, including premiums and prepayment penalties, related to such refinancings; (xxii) Liens existing on the Closing Date; (xxiii) Liens granted after the Closing Date on any assets or Capital Stock of JLL or its Restricted Subsidiaries created in favor of the Holders; (xxiv) Liens securing Indebtedness which is Incurred to refinance, extend or renew secured Indebtedness which is permitted to be Incurred under clause (b)(iii) of Section 4.03; provided that such Liens do not extend to or cover any property or assets of JLL or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced; and (xxv) Liens on any property or assets of a Restricted Subsidiary (other than the issuer or a Guarantor) securing Indebtedness of such Restricted Subsidiary permitted under Section 4.03. "person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "preferred stock" means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such person's preferred or preference equity, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all series and classes of such preferred or preference equity. "principal" of a debt security, including the Notes, means the principal amount due on the Stated Maturity as shown on such debt security. "Private Placement Legend" means the legend initially set forth on the Notes in the form set forth in Section 2.02. "Purchase Money Indebtedness" means Indebtedness Incurred to finance, refinance or refund the cost (including the cost of improvement, construction or repair) of property or assets; provided that (i) such Indebtedness is Incurred prior to, at the time of or within six months after the later of the acquisition, the completion of construction, improvement or repair or the commencement of full operation of such property or assets and (ii) the principal amount of such Indebtedness does not exceed 100% of the cost of such property or assets. "QIB" means a "qualified institutional buyer" as defined in Rule 144A. "Redemption Date" means, when used with respect to any Note to be redeemed, the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price" means, when used with respect to any Note to be redeemed, the price at which such Note is to be redeemed pursuant to this Indenture. "Registrar" has the meaning provided in Section 2.04. "Registration Rights Agreement" means the Registration Rights Agreement, dated July 19, 2000, between the Company, each of the Guarantors, Morgan Stanley & Co. International Limited, Bank of America International Limited, BMO Nesbitt Burns Corp. and Chase Manhattan International Limited and certain permitted assigns specified therein. "Registration Statement" means the Registration Statement as defined and described in the Registration Rights Agreement. "Regular Record Date" for the interest payable on any Interest Payment Date means the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. "Regulation S" means Regulation S under the Securities Act. "Regulation S Certificated Notes" has the meaning provided in Section 2.01. "Regulation S Global" has the meaning provided in Section 2.01. "Responsible Officer", when used with respect to the Trustee, means any vice president, any assistant vice president, any assistant treasurer, any trust officer, any assistant trust officer or any other officer of the Trustee in its corporate trust department customarily performing functions similar to those performed by any of the above-designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. "Restricted Global" has the meaning provided in Section 2.01. "Restricted Payment" has the meaning provided in Section 4.04. "Restricted Subsidiary" means any Guarantor other than JLL and each other Subsidiary of JLL other than an Unrestricted Subsidiary. "Rule 144A" means Rule 144A under the Securities Act. "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, and its successors. "SEC" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such SEC is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties at such time. "Securities Act" means the Securities Act of 1933, as amended. "Security Register" has the meaning provided in Section 2.04. "Shelf Registration Statement" means the Shelf Registration Statement as defined in the Registration Rights Agreement. "Significant Subsidiary" means, at any date of determination, the Company, any Guarantor other than JLL and any Restricted Subsidiary that, together with its Subsidiaries, (i) for the most recent fiscal year of JLL, accounted for more than 10% of the consolidated revenues of JLL and its Restricted Subsidiaries or (ii) as of the end of such fiscal year, was the owner of more than 10% of the consolidated assets of JLL and its Restricted Subsidiaries, all as set forth on the most recently available consolidated financial statements of JLL for such fiscal year. "Stated Maturity" means, (i) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (ii) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable. "Subsidiary" means, with respect to any person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such person and one or more other Subsidiaries of such person. "Subsidiary Guarantee" has the meaning provided in Section 4.07. "Taxes" has the meaning provided in Section 4.20. "Taxing Authority" has the meaning provided in Section 4.20. "Temporary Cash Investment" means any of the following: (i) direct obligations of the United States of America or any agency or instrumentality thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency or instrumentality thereof maturing within one year, provided that obligations purchased in connection with a defeasance of the Notes as provided under Section 8.02 or 8.03 may have maturities of longer than one year; (ii) time deposit accounts, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust company, and which bank or trust company has capital, surplus and undivided profits aggregating not less than $50 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated "A" (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor; (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank or trust company meeting the qualifications described in clause (ii) above; (iv) commercial paper, maturing not more than one year after the date of acquisition, issued by a person (other than an Affiliate of JLL) with a rating at the time as of which any investment therein is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P; (v) securities with maturities of one year or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least "A" by S&P or Moody's; (vi) Government Obligations; (vii) demand deposit accounts maintained in the ordinary course of business; and (viii) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (i), (ii), (iv) and (vi) above. "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date this Indenture was executed, except as provided in Section 9.06. "Trade Payables" means, with respect to any person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services. "Transaction Date" means, with respect to the Incurrence of any Indebtedness by JLL or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made. "Trustee" means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article Seven of this Indenture and thereafter means such successor. "United States Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the United States Code, as amended from time to time hereafter, or any successor federal bankruptcy law. "Unrestricted Subsidiary" means (i) any Subsidiary of JLL that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of JLL), other than the Company or any Guarantor, to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, JLL or any Restricted Subsidiary; provided that (A) any Guarantee by JLL or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an "Incurrence" of such Indebtedness and an "Investment" by JLL or such Restricted Subsidiary (or both, if applicable) at the time of such designation; (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04 and (C) if applicable, the Incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under Section 4.03 and Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if Incurred at such time, have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of this Indenture. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions. "U.S. Certificated Notes" has the meaning provided in Section 2.01. "U.S. Notes" has the meaning provided in Section 2.01. "U.S. Paying Agent" means The Bank of New York and any successor U.S. Paying Agent. "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the Company thereof at any time prior to the Stated Maturity of the Notes, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. "Voting Stock" means with respect to any person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such person. "Wholly Owned" means, with respect to any Subsidiary of any person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director's qualifying shares or Capital Stock held by foreign nationals or employees to the extent required by applicable law in order to conduct business as conducted at the time of issuance of such shares ) by such person or one or more Wholly Owned Subsidiaries of such person. SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "indenture securities" means the Notes; "indenture security holder" means a Holder or a Noteholder; "indenture to be qualified" means this Indenture; "indenture trustee" or "institutional trustee" means the Trustee; and "obligor" on the Indenture securities means the Company or any other obligor on the Notes. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rule of the SEC and not otherwise defined herein have the meanings assigned to them therein. SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (i) a term has the meaning assigned to it; (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (iii) "or" is not exclusive; (iv) words in the singular include the plural, and words in the plural include the singular; (v) provisions apply to successive events and transactions; (vi) "herein," "hereof" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; (vii) all ratios and computations based on GAAP contained in this Indenture shall be computed in accordance with the definition of GAAP set forth in Section 1.01; and (viii) all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated. ARTICLE TWO THE NOTES SECTION 2.01. Form and Dating. The Notes and the Trustee's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company or any Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, each Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of two permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "Restricted Globals"). The Restricted Global initially offered and sold in reliance on Rule 144A to holders electing settlement through DTC (the "DTC Rule 144A Global"), shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, at its New York office, as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Company and authenticated by the Trustee as provided herein. The Restricted Global initially offered and sold in reliance on Rule 144A to holders electing settlement through Euroclear or Clearstream (the "European 144A Global") shall be deposited on behalf of the holders of the Notes represented thereby with the Common Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Common Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided herein, for credit to the accounts of Euroclear and Clearstream (or such other accounts as they may direct). The DTC Rule 144A Global, the European Rule 144A Global and all other Notes evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global or European Rule 144A Global, shall collectively be referred to herein as the "U.S. Notes." The aggregate principal amount of the DTC Rule 144A Global may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided (or by the issue of a further DTC Rule 144A Global), in connection with a corresponding decrease or increase in the aggregate principal amount of the European Rule 144A Global or the Regulation S Global or in consequence of the issue of Certificated Notes or additional U.S. Notes, as hereinafter provided. The aggregate principal amount of the European Rule 144A Global may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided (or by the issue of a further European Rule 144A Global), in connection with a corresponding decrease or increase in the aggregate principal amount of any of the DTC Rule 144A Global or the Regulation S Global or in consequence of the issue of Certificated Notes or additional U.S. Notes as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a temporary global Note in registered form substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global") registered in the name of a nominee of the Common Depositary for the accounts of Euroclear and Clearstream, deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following September 4, 2000, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global" and, together with the Temporary Regulation S Global, the "Regulation S Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Common Depositary which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" of Euroclear and "The General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to interests in the Global Notes that are held by Agent Members through Euroclear and Clearstream. Notes which are transferred to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Regulation S Global shall be in the form of certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Regulation S Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in a Restricted Global shall be in the form of the U.S. Certificated Note. The Regulation S Certificated Notes and the U.S. Certificated Notes are sometimes collectively referred to herein as the "Certificated Notes." The DTC Rule 144A Global, the European Rule 144A Global and the Regulation S Global are sometimes collectively herein referred to as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. SECTION 2.02. Restrictive Legends. (a) Note Legends. Unless and until a Note is exchanged for an Exchange Note or sold in connection with an effective Registration Statement pursuant to the Registration Rights Agreement, (i) each Restricted Global and U.S. Certificated Note shall bear the legend set forth below on the face thereof and (ii) each Temporary Regulation S Global and each Regulation S Certificated Note shall bear the legend set forth below on the face thereof until at least after the 40th day after the Closing Date and receipt by the Company and the Trustee of a certificate substantially in the form of Exhibit B hereto. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. (b) Restricted Global Note Legend. The DTC Rule 144A Global, whether or not an Exchange Note, shall also bear the following legend on the face thereof: UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE. (c) Regulation S Global Note Legend. Each European 144A Global and Regulation S Global, whether or not an Exchange Note, shall also bear the following legend on the face thereof: THIS NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE DELIVERED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. SECTION 2.03. Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by an Officer of the Company. The signature of such Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall, upon receipt of a Company Order, authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of _1,000 in principal amount and any integral multiple thereof. SECTION 2.04. Registrar and Paying Agent. The Company shall maintain an office or agency in The City of New York and, for so long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg where Notes may be presented for registration of transfer or for exchange (collectively, the "Registrar"), an office or agency in The City of New York, in the City of London, United Kingdom and, for so long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg where Notes may be presented for payment (the "Paying Agent") and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, for so long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Notes and of their transfer and exchange (the "Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar, co-Registrar, and/or agent for service of notice and demands. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. The Company will initially appoint Kredietbank S.A. Luxembourgeoise as Registrar, Paying Agent and agent for service of notice and demands in Luxembourg. The Company initially appoints the Euro Paying Agent as Paying Agent with respect to the European 144A Global and Regulation S Global. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each Regular Record Date and at such other times as the Trustee may reasonably request the names and addresses of Holders as they appear in the Security Register, including the aggregate principal amount of Notes held by each Holder. SECTION 2.05. Paying Agent to Hold Money in Trust. Not later than 11:00 a.m. (New York City time), 10:00 a.m. (London time) or 10:00 a.m. (Luxembourg time), as applicable, on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agents money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it shall, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and shall promptly notify the Trustee of its action or failure to act. SECTION 2.06. Transfer and Exchange. The Notes are issuable only in registered form. A Holder may transfer a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the SEC and that any Notes that are exchanged for Exchange Notes shall be canceled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. SECTION 2.07. Book-Entry Provisions for Global Notes. (a) Each Restricted Global and Regulation S Global initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, (ii) be delivered to the Trustee or the Common Depositary, as applicable, as custodian for such Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or Participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee or the Common Depositary as its custodian, as applicable, or under such Global Note, and the Depositary may be treated by the Company, the Trustee, any Agent or any other agent of the Company as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Agent or any other agent of the Company from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees, or transfers between the Depositary for the DTC Rule 144A Global and the Depositary for the European 144A Global and Regulation S Global. Transfers of interests in one Global Note to parties who will hold the interests through the same Global Note will be effected in the ordinary way in accordance with the respective rules and operating procedures of DTC, Euroclear or Clearstream, as the case may be, and the provisions of Section 2.08 hereof. In addition, U.S. Certificated Notes or Regulation S Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Restricted Global or a Regulation S Global, respectively, if (i) the Depositary with respect to such Global Notes notifies the Company that it is unwilling or unable to continue as Depositary for the Restricted Global or the Regulation S Global, as the case may be, and a successor Depositary is not appointed by the Company within 120 days of such notice, (ii) the Depositary with respect to such Global Notes so requests following an Event of Default under this Indenture or (iii) the owner of a beneficial interest in the Global Notes requests such exchange in writing delivered through the Depositary or the Company following an Event of Default under this Indenture. (c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with any transfer pursuant to paragraph (b) of this Section 2.07 of a portion of the beneficial interests in a Restricted Global or Regulation S Global to beneficial owners who are required to hold Certificated Notes, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Restricted Global or Regulation S Global in an amount equal to the principal amount of the beneficial interest in such Restricted Global or Regulation S Global to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Certificated Notes or Regulation S Certificated Notes, as the case may be, of like tenor and amount. (e) In connection with the transfer of all the beneficial interests in a Restricted Global or Regulation S Global to beneficial owners pursuant to paragraph (b) of this Section 2.07, the Restricted Global or Regulation S Global, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global or Regulation S Global, as the case may be, an equal aggregate principal amount of U.S. Certificated Notes or Regulation S Certificated Notes, as the case may be, of authorized denominations. (f) Any U.S. Certificated Note delivered in exchange for an interest in a Restricted Global pursuant to paragraph (b), (d) or (e) of this Section 2.07 shall, except as otherwise provided by paragraph (d) or (f)(i)(x) of Section 2.08 hereof, bear the legend regarding transfer restrictions applicable to the U.S. Certificated Note set forth in Section 2.02. (g) Any Regulation S Certificated Note delivered in exchange for an interest in a Regulation S Global pursuant to paragraph (b), (d) or (e) of this Section 2.07 shall, except as otherwise provided by paragraph (d) or (f)(i)(x) of Section 2.08 hereof, bear the legend regarding transfer restrictions applicable to the Regulation S Certificated Note set forth in Section 2.02 hereof. (h) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (i) QIBs that are beneficial owners of interests in a Global Note may receive Certificated Notes (which shall bear the Private Placement Legend if required by Section 2.02) in accordance with the procedures of the relevant Depositary. In connection with the execution, authentication and delivery of such Certificated Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Note equal to the principal amount of such Certificated Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Certificated Notes having an equal aggregate principal amount. (j) All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. SECTION 2.08. Special Transfer Provisions. Unless and until a Note is exchanged for an Exchange Note or sold in connection with an effective Registration Statement pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Certificated Note or an interest in a Restricted Global to a QIB (excluding Non-U.S. Persons): (i) If the Note to be transferred consists of (x) U.S. Certificated Notes, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and the Guarantors as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a Restricted Global, the transfer of such interest may be effected only through the book-entry system maintained by the relevant Depositary. (ii) If the proposed transferee is an Agent Member, and the Note to be transferred consists of U.S. Certificated Notes, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with the relevant Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the relevant Restricted Global in an amount equal to the principal amount of the U.S. Certificated Notes to be transferred, and the Trustee shall cancel the Certificated Note so transferred. (b) Transfers of Interests in Regulation S Global or Regulation S Certificated Notes to U.S. Persons. The following provisions shall apply with respect to any transfer of interests in a Regulation S Global or Regulation S Certificated Notes to U.S. Persons: (i) prior to the removal of the Private Placement Legend from a Regulation S Global or a Regulation S Certificated Note pursuant to Section 2.02, the Registrar shall register any proposed transfer only upon receipt of a certificate in the form of Exhibit E from the proposed transferor stating that such transferor reasonably believes that the person acquiring such interest is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction; and (ii) after such removal, the Registrar shall register the transfer of any such Note without requiring any additional certification. (c) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Certificated Note or an interest in a Restricted Global only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the relevant Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Restricted Global in an amount equal to the principal amount of the beneficial interest in the Restricted Global to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the relevant Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global in an amount equal to the principal amount of the U.S. Certificated Notes or the Restricted Global, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Note, if any, so transferred or decrease the amount of the relevant Restricted Global. (d) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the Private Placement Legend is no longer required by Section 2.02 or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (e) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. The Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. (f) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons): (i) The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect with respect to such transfer or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) if the aggregate principal amount of the Notes being transferred is less than $100,000 at the time of such transfer, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global, upon receipt by the Registrar and the Company of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the relevant Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Restricted Global in an amount equal to the principal amount of the beneficial interest in the Restricted Global to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Certificated Notes of like tenor and amount. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.07 or this Section 2.08. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. SECTION 2.09. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall issue and the Trustee shall authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding; provided that the requirements of this Section 2.09 are met. If required by the Trustee or the Company, an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee or any Agent from any loss that any of them may suffer if a Note is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee in replacing a Note. In case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Company and shall be entitled to the benefits of this Indenture. SECTION 2.10. Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser. If the Paying Agent (other than the Company or an Affiliate of the Company) holds on the maturity date money sufficient to pay Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. SECTION 2.11. Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers executing the temporary Notes, as evidenced by their execution of such temporary Notes. If temporary Notes are issued, the Company shall cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes. SECTION 2.12. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for transfer, exchange, payment or cancellation and shall dispose of them in accordance with its normal procedure. SECTION 2.13. CUSIP Numbers. The Company in issuing the Notes may use "CUSIP", "CINS" or "ISIN" numbers (if then generally in use), and the Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any change in "CUSIP", "CINS" or "ISIN" numbers for the Notes. SECTION 2.14. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay, or shall deposit with the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, to the persons who are Holders on a subsequent special record date. A special record date, as used in this Section 2.14 with respect to the payment of any defaulted interest, shall mean the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before the subsequent special record date, the Company shall mail to each Holder and to the Trustee a notice that states the subsequent special record date, the payment date and the amount of defaulted interest to be paid. SECTION 2.15. Issuance of Additional Notes. The Company may, subject to Article Four of this Indenture and applicable law, issue additional Notes under this Indenture. The Notes issued on the Closing Date and any additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. ARTICLE THREE REDEMPTION SECTION 3.01. Right of Redemption. (a) The Notes will be redeemable, at the Company's option, in whole or in part, at any time or from time to time, on or after June 15, 2004 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each Holder's last address as it appears in the Security Register, at the following Redemption Prices (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing June 15 of the years set forth below: Year Redemption Price ---- ---------------- 2004 104.500% 2005 102.250% 2006 and thereafter 100.000% (b) In addition, at any time prior to June 15, 2003, the Company may redeem up to 35% of the principal amount of the Notes (including additional Notes, if any) with the Net Cash Proceeds of one or more sales of Capital Stock (other than Disqualified Stock) of JLL to a person other than JLL or any of its Subsidiaries, at any time or from time to time in part, at a Redemption Price (expressed as a percentage of principal amount) of 109.00%, plus accrued and unpaid interest to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date); provided that at least 65% of the aggregate principal amount of Notes (including additional Notes, if any) originally issued remains outstanding after each such redemption and notice of any such redemption is mailed within 90 days of each such sale of Capital Stock. (c) In the event that (i) as a result of any change in, or amendments to, any laws or treaties (or any regulations or rulings promulgated under any laws or treaties) or any change in official position regarding the application of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective after the Closing Date, the Company has become or would become obligated to pay, on or prior to the next date on which any amount would be payable under or with respect to the Notes, any Additional Amounts, and (ii) the Company cannot reasonably arrange (without other material adverse consequences to the Company or JLL) for another obligor to make such payment so as to avoid the requirement to pay such Additional Amounts, the Company may redeem all, but not less than all, the Notes at any time at 100% of the principal amount thereof, together with accrued interest thereon, if any, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date). (d) The Notes will be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 30 nor more than 60 days' prior notice, on any date prior to their maturity at a Redemption Price equal to the sum of 100% of the principal amount thereof and the Applicable Premium and any accrued and unpaid interest, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date). "Applicable Premium" means, with respect to a Note on any Redemption Date, the greater of: (a) 1.0% of the principal amount of such Note; and (b) the excess of: (x) the present value at such Redemption Date of the Redemption Price of such Note at June 15, 2004, plus all required interest payments that would otherwise be due to be paid on such Note during the period between the Redemption Date and June 15, 2004 excluding accrued but unpaid interest, computed using a discount rate equal to the Bund Rate, at such Redemption Date, plus 75 basis points, over (y) the principal amount of the Note (or portion thereof) being redeemed. "Bund Rate" means the yield to maturity as of the Redemption Date of direct obligations of the Republic of Germany (Bunds or Bundesanleihen) with a fixed maturity most nearly equal to the period from such Redemption Date to June 15, 2004; provided that if there are no such obligations the rate determined by linear interpolation between the rates borne by the two direct obligations of the Republic of Germany maturing closest to, but straddling such date; and provided further that if the period from the Redemption Date to June 15, 2004 is less than one year, the weekly average yield on actually traded direct obligations of the Republic of Germany adjusted to a constant maturity of one year. The Applicable Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make the appointment at least 45 Business Days prior to the Redemption Date or if the institution so appointed is unwilling or unable to make the calculation, the calculation will be made by Morgan Stanley & Co. Incorporated or, if such firm is unwilling or unable to make the calculation, by an independent investment banking institution of national standing appointed by the Trustee. If the Bund Rate is not available as described above, then the Bund Rate will be calculated by interpolation of comparable rates selected by the independent investment banking institution. SECTION 3.02. Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.01, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Notes to be redeemed and the provision of the Note pursuant to which redemption shall occur. The Company shall give each notice provided for in this Section 3.02 in an Officers' Certificate at least 45 days before the Redemption Date (unless a shorter period shall be satisfactory to the Trustee). SECTION 3.03. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a national securities exchange or automated quotation system, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate; provided that no Note of _1,000 in principal amount or less shall be redeemed in part. The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of _1,000 in principal amount may only be redeemed in whole. The Trustee may select for redemption portions (equal to _1,000 in principal amount or any integral multiple thereof) of Notes that have denominations larger than _1,000 in principal amount. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be called for redemption. SECTION 3.04. Notice of Redemption. With respect to any redemption of Notes pursuant to Section 3.01, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Notes are to be redeemed. The notice shall identify the Notes to be redeemed and shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the name and address of the Paying Agent; (iv) that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price; (v) that, unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest to the Redemption Date upon surrender of the Notes to the Paying Agent; (vi) that, if any Note is being redeemed in part, the portion of the principal amount (equal to _1,000 in principal amount or any integral multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be reissued; and (vii) that, if any Note contains a CUSIP, CINS or ISIN number as provided in Section 2.13, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes. At the Company's request (which request may be revoked by the Company at any time prior to the time at which the Trustee shall have given such notice to the Holders), made in writing to the Trustee at least 15 days (or such shorter period as shall be satisfactory to the Trustee) before the date of the mailing of the notice of redemption, the Trustee shall give the notice of redemption in the name and at the expense of the Company. If, however, the Company gives such notice to the Holders, the Company shall concurrently deliver to the Trustee an Officers' Certificate stating that such notice has been given. SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price. Upon surrender of any Notes to the Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued interest, if any, to the Redemption Date. Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of Notes held by Holders to whom such notice was properly given. SECTION 3.06. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, shall segregate and hold in trust as provided in Section 2.05) money sufficient to pay the Redemption Price of and accrued interest on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date that have been delivered by the Company to the Trustee for cancellation. SECTION 3.07. Payment of Notes Called for Redemption. If notice of redemption has been given in the manner provided above, the Notes or portion of Notes specified in such notice to be redeemed shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Company shall default in the payment of such Notes at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the rate prescribed in the Notes), such Notes shall cease to accrue interest. Upon surrender of any Note for redemption in accordance with a notice of redemption, such Note shall be paid and redeemed by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders registered as such at the close of business on the relevant Regular Record Date. SECTION 3.08. Notes Redeemed in Part. Upon surrender of any Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder without service charge, a new Note equal in principal amount to the unredeemed portion of such surrendered Note. ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes. The Company shall pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. The Company shall pay all such sums in the currency provided for in Section 11.17. An installment of principal, premium, if any, or interest shall be considered paid on the date due if the Trustee or Paying Agent (other than the Company, a Subsidiary of the Company, or any Affiliate of any of them) holds on that date money designated for and sufficient to pay the installment. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, an installment of principal, premium, if any, or interest shall be considered paid on the due date if the entity acting as Paying Agent complies with the last sentence of Section 2.05. As provided in Section 6.09, upon any bankruptcy or reorganization procedure relative to the Company, the Trustee shall serve as the Paying Agent, if any, for the Notes. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Notes. SECTION 4.02. Maintenance of Office or Agency. The Company shall maintain in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Corporate Trust Office of the Trustee, located in the Borough of Manhattan, the City of New York, as such office of the Company in accordance with Section 2.04. The Company hereby designates the Euro Paying Agent as an office where the Regulation S Global and European 144A Global may be surrendered for presentation for payment. SECTION 4.03. Limitation on Indebtedness. (a) JLL will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (other than the Notes, the Note Guarantees and Indebtedness existing on the Closing Date); provided that the Company or any Guarantor may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 3.0:1. (b) Notwithstanding the foregoing, JLL and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (i) Indebtedness of the Company or any Guarantor under the Credit Agreement in an aggregate principal amount (together with refinancings thereof) not to exceed $275 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; (ii) Indebtedness owed to JLL evidenced by an unsubordinated promissory note or to any Restricted Subsidiary; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to JLL, the Company or any Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii)Indebtedness issued in exchange for, or the net proceeds of which are used to refinance, replace, renew or refund then outstanding Indebtedness (other than Indebtedness outstanding under clause (ix) or (x)) and any refinancings thereof in an amount not to exceed the amount so refinanced, replaced, renewed or refunded (plus premiums, accrued interest, prepayment penalties, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is ranked equally with, or subordinated in right of payment to, the Notes or any Note Guarantee shall only be permitted under this clause (iii) if (A) in case the Notes and any Note Guarantees are refinanced in part or the Indebtedness to be refinanced is ranked equally with the Notes or any Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made equal to, or subordinate in right of payment to, the remaining Notes and Note Guarantees, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes or any Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes and Note Guarantees at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or such Note Guarantee and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced, replaced, renewed or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of JLL or the Company be refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Guarantor pursuant to this clause (iii); (iv) Indebtedness (A) in respect of performance, bid, surety or appeal bonds and completion guarantees provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect JLL or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of JLL or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Subsidiary (other than Guarantees of Indebtedness Incurred by any person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by JLL or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness of JLL or any Restricted Subsidiary, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described under Section 8.02 or 8.03; (vi) Guarantees of the Notes and Guarantees of Indebtedness of JLL or any Restricted Subsidiary by any Restricted Subsidiary provided the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii)any Guarantee by JLL of Indebtedness or other obligations of any of its Restricted Subsidiaries so long as the incurrence of such Indebtedness by such Restricted Subsidiary is not prohibited by the terms of this Indenture; (viii) the Incurrence by JLL and its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers' compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or with respect to an agreement to provide services, or other claims; provided that upon the drawing of such letters of credit or Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (ix) Capitalized Lease Obligations or Purchase Money Indebtedness in an aggregate principal amount outstanding not to exceed $20 million on any date of determination; and (x) Indebtedness of JLL or any Restricted Subsidiary (in addition to Indebtedness permitted under clauses (i) through (ix) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $40 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11. (c) Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that JLL or a Restricted Subsidiary may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (d) For purposes of determining any particular amount of Indebtedness under this Section 4.03, (1) Indebtedness Incurred under the Credit Agreement on or prior to the Closing Date shall be treated as Incurred pursuant to clause (b)(i) of this Section 4.03, (2) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (3) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.09 shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, JLL, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses. Accrual of interest, accretion of accreted value and payment of interest in the form of additional Indebtedness will not be deemed an Incurrence of Indebtedness. SECTION 4.04. Limitation on Restricted Payments. JLL will not, and will not permit any Restricted Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any distribution on or with respect to its Capital Stock (other than (x) dividends or distributions payable solely in shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock and (y) pro rata dividends or distributions on Capital Stock of Restricted Subsidiaries held by minority stockholders) held by persons other than JLL or any of its Restricted Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of (A) JLL, the Company or any Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any person other than the Company or any other Guarantor or (B) a Restricted Subsidiary (other than a Guarantor) (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Affiliate of JLL (other than a Wholly Owned Restricted Subsidiary) or any holder of more than 5% of the Capital Stock of JLL, (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of any Guarantor that is subordinated in right of payment to its Note Guarantee or Indebtedness of the Company that is subordinate in right of payment to the Notes or (iv) make any Investment, other than a Permitted Investment, in any person (such payments or any other actions described in clauses (i) through (iv) above being collectively "Restricted Payments") if, at the time of, and after giving effect to, the proposed Restricted Payment: (A) a Default or Event of Default shall have occurred and be continuing, (B) JLL could not Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03 or (C) the aggregate amount of all Restricted Payments (the amount, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) made after the Closing Date shall exceed the sum of: (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) (determined by excluding income resulting from transfers of assets by JLL or a Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed with the SEC or provided to the Trustee plus (2) the aggregate Net Cash Proceeds received by the Company or JLL after the Closing Date from a capital contribution or the issuance and sale permitted by this Indenture of its Capital Stock (other than Disqualified Stock) from or to a person other than JLL or any Restricted Subsidiary, including an issuance or sale permitted by this Indenture of Indebtedness or Disqualified Stock of JLL or the Company for cash subsequent to the Closing Date upon the conversion of such Indebtedness or Disqualified Stock into Capital Stock (other than Disqualified Stock) of JLL or the Company, or from the issuance to a person other than JLL or any Restricted Subsidiary of JLL of any options, warrants or other rights to acquire Capital Stock of JLL or the Company (in each case, exclusive of any Disqualified Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes) plus (3) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any person (including Investments in an Unrestricted Subsidiary) resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to JLL, the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Investment, or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (other than redesignations of Unrestricted Subsidiaries holding Co-Investments to the extent that any such redesignation is used to increase Permitted Investments pursuant to clause (vii)(3)(b) of the definition of "Permitted Investment" (valued in each case as provided in the definition of "Investment")). The foregoing provision shall not be violated by reason of: (i) the payment of any dividend within 60 days after the date of declaration thereof if, at said date of declaration, such payment would comply with the foregoing paragraph; (ii) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to any Note Guarantee or the Notes including premium, if any, and accrued and unpaid interest thereon, with the proceeds of, or in exchange for, Indebtedness Incurred under clause (b)(iii) of Section 4.03; (iii) the repurchase, redemption or other acquisition of Capital Stock of any Guarantor, the Company or an Unrestricted Subsidiary (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the proceeds of a substantially concurrent offering of, shares of Capital Stock (other than Disqualified Stock) of JLL (or options, warrants or other rights to acquire such Capital Stock); (iv) the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness which is subordinated in right of payment to the Notes or any Note Guarantee in exchange for, or out of the proceeds of, a substantially concurrent offering of, shares of the Capital Stock (other than Disqualified Stock) of JLL (or options, warrants or other rights to acquire such Capital Stock); (v) payments or distributions, to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of this Indenture applicable to mergers, consolidations and transfers of all or substantially all property and assets; (vi) Investments acquired in exchange for, or out of the proceeds of a substantially concurrent issuance of, Capital Stock (other than Disqualified Stock) of JLL; (vii)purchases of outstanding Capital Stock (other than Disqualified Stock) or options, warrants or other rights to acquire such Capital Stock (A) in an amount equivalent to the number of shares to be delivered after the Closing Date under JLL's Stock Compensation Program, Employee Stock Purchase Plan, Stock Award and Incentive Plan and any similar programs or plans approved by the Board of Directors and (B) in connection with the satisfaction of taxes or other obligations relating to the shares being allocated and distributed under the Employee Stock Ownership Trust established in connection with the JLW Acquisition in an aggregate amount not to exceed $10 million; (viii) endorsements of negotiable instruments for collection in the ordinary course of business; (ix) any purchase, repurchase, redemption, retirement or other acquisition for value of Disqualified Stock of JLL or a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent offering of, Disqualified Stock of JLL or a Restricted Subsidiary which is permitted to be issued pursuant to this Indenture; provided that (A) in the case of a Change of Control, the Company shall first comply with its obligations described under Section 4.12 and (B) in the case of an Asset Sale, the Company shall comply with its obligations under Section 4.11; (x) any purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness that is subordinated in right of payment to any Note Guarantee or the Notes including premium, if any, and accrued and unpaid interest upon a Change of Control or Asset Sale to the extent required by the agreements or instruments governing such Indebtedness; provided that (A) in the case of a Change of Control, the Company shall first comply with its obligations described under Section 4.12 and (B) in the case of an Asset Sale, the Company shall comply with its obligations under Section 4.11; (xi) any repurchase of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price of such stock options; or (xii)other Restricted Payments not exceeding $20 million in the aggregate; provided that, except in the case of clauses (i) and (iii), no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the actions or payments set forth therein. In determining whether any Restricted Payment is permitted by this Section 4.04, JLL may allocate or reallocate all or any portion of such Restricted Payment among clauses (i) through (xii) of the immediately preceding paragraph or among such clauses and the first paragraph of this section above; provided that at the time of such allocation or reallocation, all such Restricted Payments, or allocated or reallocated portions thereof, would be permitted under the various provisions of the covenant described above. Each Restricted Payment permitted pursuant to the second preceding paragraph (other than the Restricted Payment referred to in clause (ii) thereof, an exchange of Capital Stock for Capital Stock or Indebtedness referred to in clause (iii) or (iv) thereof, an Investment acquired as a capital contribution or in exchange for Capital Stock referred to in clause (vi) thereof or any purchase, repurchase, redemption, retirement or other acquisition for value of Disqualified Stock of JLL or a Restricted Subsidiary made for Disqualified Stock of JLL or a Restricted Subsidiary pursuant to clause (ix) thereof, and the Net Cash Proceeds from any issuance of Capital Stock or Disqualified Stock referred to in clauses (iii), (iv) and (ix)), shall be included in calculating whether the conditions of clause (C) of the first paragraph of this Section 4.04 have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of JLL are used for the redemption, repurchase or other acquisition of the Notes, or Indebtedness that ranks equally with the Notes or any Note Guarantee, then the Net Cash Proceeds of such issuance shall be included in clause (C) of the first paragraph of this Section 4.04 only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness. SECTION 4.05. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. JLL will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by JLL or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to JLL or any other Restricted Subsidiary, (iii) make loans or advances to JLL or any other Restricted Subsidiary or (iv) transfer any of its property or assets to JLL or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders of the Notes than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law or government regulation; (iii) existing with respect to any person or the property or assets of such person acquired by JLL or any Restricted Subsidiary, existing at the time of such acquisition or at the time such person becomes a Restricted Subsidiary and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any person or the property or assets of any person other than such person or the property or assets of such person so acquired or that becomes a Restricted Subsidiary; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of JLL or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of JLL or any Restricted Subsidiary in any manner material to JLL or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) any restriction on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vii)contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by JLL in good faith) and (C) JLL determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes; or (vii)any encumbrance or restriction of the type referred to in clauses (i) through (iv) of the first paragraph above imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of a contract, instrument or obligation referred to in clauses (i) through (vii) above that is no more restrictive in any material respect than the encumbrance or restriction imposed by the applicable predecessor contract, instrument or obligation as determined in good faith by an executive officer of JLL. Nothing contained in this Section 4.05 shall prevent JLL or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of JLL or any of its Restricted Subsidiaries that secure Indebtedness of JLL or any of its Restricted Subsidiaries. SECTION 4.06. Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries. JLL will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary other than the Company (including options, warrants or other rights to purchase shares of such Capital Stock) except: (i) to JLL or any Restricted Subsidiary of which JLL directly or indirectly holds at least the same percentage equity ownership as the ownership interest which JLL held, directly or indirectly, in such Restricted Subsidiary prior to such sale of Capital Stock; (ii) issuances of director's qualifying shares or issuances of Capital Stock to foreign nationals or employees to the extent required by applicable law in order to conduct business as conducted at the time of issuance of such shares; (iii)if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such person remaining after giving effect to such issuance or sale would have been permitted to be made under Section 4.04 if made on the date of such issuance or sale; (iv) sales of Capital Stock (including options, warrants or other rights to purchase shares of Capital Stock) of a Restricted Subsidiary by JLL, the Company or a Restricted Subsidiary, provided that JLL, the Company or such Restricted Subsidiary applies the Net Cash Proceeds of any such sale in accordance with clause (A) or (B) of Section 4.11; or (v) issuances and sales of Capital Stock (including options, warrants or other rights to purchase shares of Capital Stock) of a special purpose Restricted Subsidiary holding no assets other than Co- Investments (including any proceeds thereof). SECTION 4.07. Limitation on Issuances of Guarantees by Restricted Subsidiaries. JLL shall not permit any Restricted Subsidiary, other than the Company or another Guarantor, directly or indirectly, to Guarantee any Indebtedness of JLL or any other Restricted Subsidiary which ranks equally with or subordinate in right of payment to the Notes or the Note Guarantees ("Guaranteed Indebtedness"), unless and to the extent such Restricted Subsidiary could incur Indebtedness under Section 4.03, unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for a Guarantee (a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against JLL or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph will not apply to any Guarantee of any Restricted Subsidiary that existed at the time such person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary or to any Guarantee issued in connection with the refinancing of any such obligation. If the Guaranteed Indebtedness (A) ranks equally with any Note Guarantees or the Notes, then the Guarantee of such Guaranteed Indebtedness shall rank equally with, or be subordinated to, the Subsidiary Guarantee or (B) is subordinated to any Note Guarantee or the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to such Note Guarantee or the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any person not an Affiliate of JLL, of all of JLL's and each Restricted Subsidiary's Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited by this Indenture) or (ii) the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee, except a discharge or release by or as a result of payment under such Guarantee. SECTION 4.08. Limitation on Transactions with Stockholders and Affiliates. JLL will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of JLL or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to JLL or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a person that is not such an Affiliate. The foregoing limitation does not limit, and shall not apply to: (i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which JLL or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to JLL or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between JLL and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (iii)the payment of reasonable and customary fees, compensation and benefits, indemnities provided for the benefit of or other compensation to directors of JLL who are not employees of JLL and the payment of reasonable employee compensation and benefits taken in aggregate; (iv) any payments or other transactions pursuant to any tax-sharing agreement between JLL and any other person with which JLL files a consolidated tax return or with which JLL is part of a consolidated group for tax purposes; (v) any sale of shares of Capital Stock (other than Disqualified Stock) of JLL and its Restricted Subsidiaries or the Company; (vi) any Permitted Investment or Restricted Payments not prohibited by Section 4.04; (vii)any issuance of securities subordinate in right of payment to the Notes pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors; (viii) the grant of stock options or similar rights to officers, employees, consultants and directors of JLL and, to the extent otherwise permitted under this Indenture, to any Restricted Subsidiary, pursuant to plans approved by the Board of Directors and the issuance of securities pursuant thereto; or (ix) transactions undertaken under any arrangement in existence on the Closing Date, as such arrangement may be amended or restated, renewed, extended, refinanced, refunded or replaced from time to time, provided that any such amendment or restatement, renewal, extension, refinancing, refund or replacement is on terms and conditions not more disadvantageous to the Holders of the Notes in any material respect, based on the good faith determination of the Board of Directors, to JLL or its Restricted Subsidiaries than the arrangement in existence on the Closing Date. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (ii) through (ix) of this paragraph: (a) the aggregate amount of which is $5 million or less in value, must be approved or determined to be fair by an executive officer of JLL evidenced in an officer=s certificate or in the manner provided for in clause (i)(A) or (B) above, (b) the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the manner provided for in clause (i)(A) or (B) above and (c) the aggregate amount of which exceeds $10 million in value, must be determined to be fair in the manner provided for in clause (i)(B) above. SECTION 4.09. Limitation on Liens. JLL will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any of its assets or properties of any character, or any shares of Capital Stock or assets securing Indebtedness of any Restricted Subsidiary, without making effective provision for all of the Notes and all other amounts due under this Indenture to be directly secured equally and ratably with (or, if the obligation or liability to be secured by such Lien is subordinated in right of payment to the Notes, prior to) the obligation or liability secured by such Lien until such time as such obligation or liability is no longer secured by such Lien. SECTION 4.10. Limitation on Sale-Leaseback Transactions. JLL will not, and will not permit any Restricted Subsidiary to, enter into any sale- leaseback transaction involving any of its assets or properties whether now owned or hereafter acquired, whereby JLL or a Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which JLL or such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred. The foregoing restriction does not apply to any sale-leaseback transaction (i) if the lease is for a period, including renewal rights, of not in excess of three years; (ii) if the lease secures or relates to industrial revenue or pollution control bonds; (iii) if the transaction is solely between JLL and any Restricted Subsidiary or solely between Restricted Subsidiaries; (iv) if JLL or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or properties is completed, applies an amount not less than the net proceeds received from such sale in accordance with clause (i)(A) or (i)(B) of the third paragraph or clause (ii) of the third paragraph of Section 4.11; or (v) except to the extent the aggregate principal amount of Capitalized Lease Obligations under such leases plus the outstanding principal amount of Indebtedness secured by Liens permitted by clause (xx) of the definition of Permitted Liens (and not separately permitted by other provisions of Section 4.09) does not exceed $10 million at any time outstanding. SECTION 4.11. Limitation on Asset Sales. Except for the sale or other disposition of (a) all or any portion of the Capital Stock of a Restricted Subsidiary permitted to be issued or sold under clause (v) of Section 4.06 and (b) an asset consisting only of Co-Investments or interest in a person (other than Capital Stock of a Restricted Subsidiary) consisting only of Co-Investments, JLL will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (i) the consideration received by JLL or such Restricted Subsidiary (including by way of any person (other than JLL or another Restricted Subsidiary) assuming sole responsibility or retiring any liabilities, contingent or otherwise) is at least equal to the fair market value of the assets sold or disposed of and (ii) at least 80% of the consideration received consists of cash or Temporary Cash Investments or the assumption of Indebtedness of JLL or any Restricted Subsidiary (other than Indebtedness to JLL or any Restricted Subsidiary), provided that JLL or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. For purposes of clause (ii) above of the preceding paragraph, the following are deemed to be cash: (a) the assumption of any liabilities of JLL or of any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinate to the Notes or any Note Guarantee) and the release of JLL or any such Restricted Subsidiary from liability in connection with such Asset Sale; and (b) any securities or other obligations received by JLL or any Restricted Subsidiary from the transferee that are converted within 90 days of receipt by JLL or such Restricted Subsidiary, but only to the extent of the amount of cash actually received by JLL or such Restricted Subsidiary as a result of such conversion. In the event and to the extent that the Net Cash Proceeds received by JLL or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed $20 million (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of JLL and its Subsidiaries has been filed with the SEC provided to the Trustee), then JLL shall or shall cause the relevant Restricted Subsidiary to: (i) within twelve months after the date Net Cash Proceeds so received exceed $20 million: (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay unsubordinated Indebtedness of JLL, the Company or any Restricted Subsidiary providing a Subsidiary Guarantee pursuant to Section 4.07 or Indebtedness of any other Restricted Subsidiary, in each case owing to a person other than JLL or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, JLL and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.11, provided that prior to the application of any such Net Cash Proceeds as required under clauses (i) and (ii) above, JLL or the relevant Restricted Subsidiary may invest such Net Cash Proceeds in Temporary Cash Investments or use such Net Cash Proceeds to repay outstanding Indebtedness of JLL or any Restricted Subsidiary under an existing revolving credit facility. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i)(A) or (i)(B) above and not applied as so required by the end of such period shall constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.11 totals at least $20 million, the Company must commence, not later than the fifteenth Business Day of such month but at any time prior to such date, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that ranks equally with the Notes or any Note Guarantee ("Pari Passu Indebtedness"), from the Holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount thereof, plus, in each case, accrued interest (if any) to the Payment Date. To the extent that the aggregate principal amount of Notes and Pari Passu Indebtedness so tendered, together with accrued interest (if any) to the Payment Date is less than the aggregate Excess Proceeds available, JLL may use such remaining Excess Proceeds for general corporate purposes, subject to the other limitations in this Indenture. SECTION 4.12. Repurchase of Notes upon a Change of Control. The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of the principal amount thereof, plus accrued interest (if any) to the Payment Date. SECTION 4.13. Existence. Subject to Articles Four and Five of this Indenture, JLL shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents of the Company and each Restricted Subsidiary and the rights (whether pursuant to charter, partnership certificate, agreement, statute or otherwise), licenses and franchises of JLL and each Restricted Subsidiary; provided that JLL shall not be required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable in the conduct of the business of JLL and its Restricted Subsidiaries taken as a whole. SECTION 4.14. Payment of Taxes and Other Claims. JLL shall pay or discharge and shall cause each of its Subsidiaries to pay or discharge, or cause to be paid or discharged, before the same shall become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon (a) JLL or any such Subsidiary, (b) the income or profits of any such Subsidiary which is a corporation or (c) the property of JLL or any such Subsidiary and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might by law become a lien upon the property of JLL or any such Subsidiary; provided that JLL shall not be required to pay or discharge, or cause to be paid or discharged, any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves, to the extent required by GAAP, have been established. SECTION 4.15. [Intentionally Omitted]. SECTION 4.16. Notice of Defaults. In the event that any Officer of JLL becomes aware of any Default or Event of Default, JLL shall promptly deliver to the Trustee an Officers' Certificate specifying such Default or Event of Default. SECTION 4.17. Compliance Certificates. (a) The Company and JLL shall deliver to the Trustee, within 90 days after the end of the last fiscal quarter of each year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of JLL that a review has been conducted of the activities of the Company, each Guarantor and the Restricted Subsidiaries and the Company's, each Guarantor=s and each Restricted Subsidiary's performance under this Indenture and that, to the knowledge of such officer, each has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the JLL signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its nature and status. (b) So long as not contrary to the rules of the AICPA, the Company and JLL shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year in which this Indenture was executed, a written statement signed by JLL's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come to their attention, specifying the nature and period of existence thereof. SECTION 4.18. SEC Reports and Reports to Holders. Whether or not JLL and the Company are then required to file reports with the SEC, JLL and the Company shall file with the SEC all such reports and other information as they would be required to file with the SEC by Section 13(a) or 15(d) under the Exchange Act if they were subject thereto, provided that JLL and the Company shall not be required to make any filings not permitted by the SEC. JLL and the Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. JLL and the Company also shall comply with the other provisions of TIA Section 314(a). Copies of reports filed with the SEC will also be available at the offices of the Luxembourg Paying Agent. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). SECTION 4.19. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage of any such law and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. SECTION 4.20. Additional Amounts. All payments made by the Company under or with respect to the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related to any such tax, duty, levy, impost, assessment or other governmental charge) (collectively, "Taxes") imposed or levied by or on behalf of the Netherlands or any other jurisdiction in which the Company is organized or is a resident for tax purposes or by any government authority or political subdivision or territory or possession or agency therein or thereof having the power to tax (each, a "Taxing Authority"), unless the Company is required to withhold or deduct Taxes by law or by an interpretation or administration of law. If the Company is required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Authority within the Netherlands or within any other jurisdiction in which the Company is organized or is a resident for tax purposes, from any payment made under or with respect to the Notes, the Company shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder of Notes after such withholding or deduction will not be less than the amount the Holder and beneficial owner would have received if such Taxes had not been withheld or deducted. However, no Additional Amounts will be payable with respect to a payment made to a Holder of Notes or to a third party on behalf of a Holder with respect to (a) any Taxes that would not have been imposed but for the existence of any present or former connection between that Holder and the jurisdiction imposing such tax (other than the mere receipt of payment or the ownership or holding outside of the Netherlands of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of, premium, if any, or interest on such Note; or (d) Taxes that would not have been imposed but for the failure of the Holder or beneficial owner of a Note to comply with any certification, identification, information, or other documentation requirement under law, regulation, administrative practice or an applicable treaty that is a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of Taxes; nor will Additional Amounts be paid: (i) if the payment under or with respect to the Notes could have been made by another Paying Agent without such deduction or withholding, (ii) if the payment under or with respect to the Notes could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment within 15 days after (A) the date on which such payment or such Note became due and payable or (B) the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 15-day period), or (iii) with respect to any payment under or with respect to the Notes to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note. The Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company shall use its reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Company will supply to the Trustee for forwarding to all Holders, without cost to such Holders, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or if, notwithstanding the Company's efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by the Company. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information as is necessary to enable such Trustee to pay such Additional Amounts to Holders of Notes on the payment date. The provisions under this Section 4.20 will survive any termination or the discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Company is organized or is engaged in business for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the Company shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in the Netherlands or any political subdivision of or in the Netherlands in respect of the creation, issue and offering of the Notes. Whenever in this Indenture or the Notes there is mentioned in any context, the payment of amounts based upon principal of, premium, if any, or interest or of any other amount payable under or with respect to any of the Notes, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. When Company or Guarantors May Merge, Etc. Except for the sale or other disposition of (a) all or any portion of the Capital Stock of a Restricted Subsidiary permitted to be issued or sold under clause (v) of Section 4.06 and (b) an asset consisting only of Co- Investments or interest in a person (other than Capital Stock of a Restricted Subsidiary) consisting only of Co-Investments, neither the Company nor JLL shall consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any person or permit any person to merge with or into it unless: (i) the Company or JLL shall be the continuing person, or the person (if other than the Company or JLL) formed by such consolidation or into which the Company or JLL is merged or that acquired or leased such property and assets of the Company or JLL shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof or under the laws of the European Union or any member country thereof on the date of this Indenture (other than Greece, Portugal or Spain), and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company or JLL on all of the Notes or its Note Guarantee, as the case may be, and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, JLL or any person becoming the successor obligor of the Notes or respective Note Guarantee, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company or any person becoming the successor obligor of the Notes or the respective Note Guarantee, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03; provided that this clause (iv) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company or JLL if all Liens and Indebtedness of the Company, JLL or any person becoming the successor obligor on the Notes or the respective Note Guarantee, as the case may be, and the Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other than Liens and Indebtedness of JLL and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Indenture; (v) the Company or JLL, as applicable, delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; and (vi) each Guarantor, unless such Guarantor is the person with which the Company or JLL has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company, JLL or the surviving person, as the case may be, in accordance with the Notes and this Indenture; provided, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company or such Guarantor and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. SECTION 5.02. Successor Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company or JLL in accordance with Section 5.01 of this Indenture, the successor person formed by such consolidation or into which the Company or JLL is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or JLL under this Indenture with the same effect as if such successor person had been named as the Company or JLL, as applicable, herein; provided that neither JLL nor the Company shall be released from its obligation to pay the principal of, premium, if any, or interest on the Notes or under its Note Guarantee, as applicable, in the case of a lease of all or substantially all of its property and assets. ARTICLE SIX DEFAULT AND REMEDIES SECTION 6.01. Events of Default. Any of the following events shall constitute an "Event of Default" hereunder: (a) default in the payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) default in the performance or breach of the provisions of this Indenture described under Section 5.01 or the failure to make or consummate an Offer to Purchase in accordance with Section 4.11 or Section 4.12; (d) the Company or any Guarantor defaults in the performance of or breaches any other covenant or agreement of the Company or such Guarantor in this Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (e) there occurs with respect to any issue or issues of Indebtedness of the Company, any Guarantor or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the Holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, any Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company, any Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, any Guarantor or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company, any Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (h) the Company, any Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, any Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or (i) any Note Guarantee or any Subsidiary Guarantee (other than any Subsidiary Guarantee with respect to a Guarantor all of the Capital Stock of which is sold in accordance with the provisions of Section 4.06) ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under this Indenture or its Note Guarantee. SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company or any Guarantor) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable, provided that, in the event of a Guarantor default, JLL may elect to substitute another Guarantor or Guarantors acceptable to at least one nationally-recognized rating agency, in which case neither the Trustee nor the requisite percentage of Holders shall have any right to declare the principal, premium (if any) or interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company, any Guarantor or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company or a Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such declaration of acceleration, the Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes that have become due otherwise than by such declaration or occurrence of acceleration and interest thereon at the rate prescribed therefor by such Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest, if any, at the rate prescribed therefor by such Notes, (b) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may, and at the direction of the Holders of at least a majority in principal amount of the outstanding Notes shall, pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal amount of the outstanding Notes, by notice to the Trustee, may waive an existing Default or Event of Default and its consequences, except a Default in the payment of principal of, premium, if any, or interest on any Note as specified in clause (a) or (b) of Section 6.01 (but not as a result of acceleration) or in respect of a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. SECTION 6.05. Control by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction; and provided further that the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. SECTION 6.06. Limitation on Suits. A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) the Holder has previously given the Trustee written notice of a continuing Event of Default; (ii) the Holders of at least 25% in aggregate principal amount of outstanding Notes shall have made a written request to the Trustee to pursue such remedy; (iii) such Holder or Holders offer the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liability or expense; (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (v) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request. For purposes of Section 6.05 of this Indenture and this Section 6.06, the Trustee shall comply with TIA Section 316(a) in making any determination of whether the Holders of the required aggregate principal amount of outstanding Notes have concurred in any request or direction of the Trustee to pursue any remedy available to the Trustee or the Holders with respect to this Indenture or the Notes or otherwise under the law. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder. SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, shall not be impaired or affected without the consent of such Holder. SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal, premium or interest specified in clause (a), (b) or (c) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor of the Notes for the whole amount of principal, premium, if any, and accrued interest remaining unpaid, together with interest on overdue principal, premium, if any, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor of the Notes), its creditors or its property and shall be entitled and empowered to collect and receive any monies, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 6.10. Priorities. If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: First: to the Trustee for all amounts due under Section 7.07; Second: to Holders for amounts then due and unpaid for principal of, premium, if any, and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, premium, if any, and interest, respectively; and Third: to the Company or any other obligors of the Notes, as their interests may appear, or as a court of competent jurisdiction may direct. The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the outstanding Notes. SECTION 6.12. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes in Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Six or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. ARTICLE SEVEN TRUSTEE SECTION 7.01. General. (a) Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or for exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article Seven. SECTION 7.02. Certain Rights of Trustee. Subject to TIA Sections 315(a) through (d): (i) the Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person; (ii) before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel, which shall conform to Section 11.04. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion; (iii) the Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care by it hereunder; (iv) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; (v) the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers, provided that the Trustee's conduct does not constitute negligence or bad faith; (vi) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (vii) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled upon reasonable notice and during normal business hours to examine the books, records and premises of the Company or any Guarantor personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (viii) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; (ix) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other person employed to act hereunder; and (x) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. SECTION 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to TIA Sections 310(b) and 311. SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no representation as to the validity or adequacy of this Indenture or the Notes, (ii) shall not be accountable for the Company's use or application of the proceeds from the Notes and (iii) shall not be responsible for any statement in the Notes other than its certificate of authentication. SECTION 7.05. Notice of Default. If any Default or any Event of Default occurs and is continuing and if such Default or Event of Default is known to the Trustee, the Trustee shall mail to each Holder in the manner and to the extent provided in TIA Section 313(c) notice of the Default or Event of Default within 90 days after it occurs, unless such Default or Event of Default has been cured; provided, however, that, except in the case of a default in the payment of the principal of, premium, if any, or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders. SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each May 15, beginning with May 15, 2001, the Trustee shall mail to each Holder as provided in TIA Section 313(c) a brief report dated as of such May 15, if required by TIA Section 313(a). A copy of each report at the time of its mailing to the Holders of Securities shall be mailed to the Company and filed with the SEC and each stock exchange on which the Securities are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or of any delisting thereof. SECTION 7.07. Compensation and Indemnity. The Company and each Guarantor, jointly and severally, shall pay to the Trustee such compensation as shall be agreed upon in writing for its services hereunder. The compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company and each Guarantor, jointly and severally, shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by the Trustee without negligence, bad faith or willful misconduct on its part. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company and each of the Guarantors, jointly and severally, shall indemnify the Trustee (and any predecessor Trustee and their agents) for, and hold it harmless against, any loss or liability or expense incurred by it without negligence, bad faith or willful misconduct on its part in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Notes, including the reasonable costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Notes. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. Unless otherwise set forth herein, the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided, that the Company will not be required to pay such fees and expenses if it assumes the Trustee=s defense and, in the reasonable opinion of the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. To secure the Company's payment obligations in this Section 7.07, the Company, the Guarantors and the Holders agree that the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in clause (g) or (h) of Section 6.01, the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 7.07 shall survive the termination of this Indenture. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. SECTION 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.08. The Trustee may resign at any time by so notifying the Company in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Trustee in writing and the Company shall appoint a successor Trustee as provided in the succeeding paragraph. The Company may remove the Trustee if: (i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting. If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. If the Trustee is no longer eligible under Section 7.10 or shall fail to comply with TIA Section 310(b), any Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08, the Trustee shall resign immediately in the manner and with the effect provided in this Section. The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligation under Section 7.07 shall continue for the benefit of the retiring Trustee. SECTION 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein, provided such corporation shall be otherwise qualified and eligible under this Article. SECTION 7.10. Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1). The Trustee shall have a combined capital and surplus of at least $25 million as set forth in its most recent published annual report of condition that is subject to the requirements of applicable Federal or state supervising or examining authority. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in this Article. SECTION 7.11. Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article Eight of this Indenture. ARTICLE EIGHT DISCHARGE OF INDENTURE SECTION 8.01. Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money, Government Obligations and/or U.S. Government Obligations sufficient to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 4.20, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. SECTION 8.02. Defeasance and Discharge of Indenture. Each of the Company and the Guarantors will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 123rd day after the date of the deposit referred to in clause (A) of this Section 8.02, and the provisions of this Indenture will no longer be in effect with respect to the Notes (except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same if: (A) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, solely for the benefit of the Holders, (1) money in an amount, (2) Government Obligations and/or U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (A), money in an amount or (3) a combination thereof in an amount sufficient to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity of such principal or interest in accordance with the terms hereof; (B) the Company has delivered to the Trustee (1) either (x) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which Opinion of Counsel shall be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (2) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and that after the passage of 123 days following the deposit the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law; and (C) immediately after giving effect to such deposit, on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which JLL or any of its Subsidiaries is a party or by which JLL or any of its Subsidiaries is bound. Notwithstanding the foregoing, prior to the end of the 123-day period referred to in clause (B)(2) of this Section 8.02, none of the Company's obligations under this Indenture shall be discharged. Subsequent to the end of such 123-day period with respect to this Section 8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 4.20, 8.04, 8.05, 8.06 and the rights, powers, trusts, duties and immunities of the Trustee hereunder shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(1) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations under Section 4.01, then the Company's obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph. SECTION 8.03. Defeasance of Certain Obligations. Each of the Company and the Guarantors may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11 and 4.20 and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.20 and clauses (e) and (f) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes if: (i) the conditions precedent provided for in clauses (A), (B)(2) and (C) of Section 8.02 have been complied with; and (ii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. SECTION 8.04. Application of Trust Money. Subject to Section 8.06, the Trustee or Paying Agent shall hold in trust money, Government Obligations and/or U.S. Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be, and shall apply the deposited money and the money from Government Obligations and/or U.S. Government Obligations in accordance with the Notes and this Indenture to the payment of principal of, premium, if any, and interest on the Notes; but such money need not be segregated from other funds except to the extent required by law. SECTION 8.05. Repayment to Company. Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company upon request set forth in an Officers' Certificate any excess money held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg, or mail to each Holder entitled to such money at such Holder's address (as set forth in the Security Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations and U.S. Government Obligations deposited pursuant to Section 8.01, 8.02 or 8.03 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders. SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money, Government Obligations or U.S. Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money, Government Obligations or U.S. Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money, Government Obligations or U.S. Government Obligations held by the Trustee or Paying Agent. ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION 9.01. Without Consent of Holders. The Company and JLL, when authorized by a resolution of their Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holder: (1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, adversely affect the interests of the Holders in any material respect; (2) to comply with Article Five; (3) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA; (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee; or (5) to make any change that, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder. SECTION 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company and JLL, when authorized by their Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and the Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Notes. Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the principal amount of, premium, if any, or interest on any Note; (iii) change any place or currency of payment of principal of, premium, if any, or interest on, any Note; (iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of redemption, on or after the Redemption Date) on any Note; (v) waive a default in the payment of principal of, premium, if any, or interest on, any Note; (vi) modify any Note Guarantee in a manner adverse to the Holders; or (vii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provision of this Indenture or for waiver of certain defaults. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company shall mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. SECTION 9.03. Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the last two sentences of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies) and only those persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it is of the type described in the second paragraph of Section 9.02. In case of an amendment or waiver of the type described in the second paragraph of Section 9.02, the amendment or waiver shall bind each Holder who has consented to it and every subsequent Holder of a Note that evidences the same indebtedness as the Note of the consenting Holder. SECTION 9.04. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver such Note to the Trustee. At the Company's expense, the Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation, or issue a new Note, shall not affect the validity and effect of such amendment, supplement or waiver. SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that it will be valid and binding upon the Company. Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 9.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the TIA as then in effect. ARTICLE TEN NOTE GUARANTEES SECTION 10.01. Note Guarantee. By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally, fully and unconditionally Guarantees, to the extent permitted by law, to each Holder of Notes hereunder and to the Trustee on behalf of the Holders: (i) the due and punctual payment of the principal of, premium, if any, on and interest on each Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms of such Note and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in the second succeeding paragraph. Each Note Guarantee shall be Guaranteed on a senior unsubordinated basis. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to the following paragraph, result in the obligations of such Guarantor under its Note Guarantee not constituting such fraudulent transfer or conveyance. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a "Funding Guarantor") under its Note Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company's obligations with respect to the Notes or any other Guarantor's obligations with respect to its Note Guarantee. "Adjusted Net Assets" of such Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Note Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Guarantor under the Note Guarantee of such Guarantor), excluding debt in respect of its Note Guarantee, as they become absolute and matured. Each of the Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to any such Note or the debt evidenced thereby and all demands whatsoever (except as specified above), and covenants that its Note Guarantee will not be discharged as to any such Note except by payment in full of the principal thereof and interest thereon and as provided in Sections 8.01, 8.02 and 8.03. In the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Article Ten. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Six, the Trustee shall promptly make a demand for payment on the Notes under the Note Guarantee provided for in this Article Ten. The obligations of each Guarantor under its Note Guarantee are independent of the obligations Guaranteed by such Guarantor hereunder, and a separate action or actions may be brought and prosecuted by the Trustee on behalf of, or by, the Holders, subject to the terms and conditions set forth in this Indenture, against a Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. If the Trustee or the Holder is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to Company or such Guarantor, any amount paid to the Trustee or such Holder in respect of a Note, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors further agrees, to the fullest extent that it may lawfully do so, that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations Guaranteed hereby. Each of the Guarantors hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company or any other Guarantor that arise from the existence, payment, performance or enforcement of its obligations under this Note Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company or any Guarantor or any collateral which any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company or a Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights until payment in full of all obligations by such Guarantor of its obligations in respect of its Note Guarantee. If any amount shall be paid to a Guarantor in violation of the preceding sentence and the principal of, premium, if any, and accrued interest on the Notes shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders to be credited and applied upon the principal of, premium, if any, and accrued interest on the Notes. Each of the Guarantors acknowledges that it will receive direct and indirect benefits from the issuance of the Notes pursuant to this Indenture and that the waivers set forth in this Section 10.01 are knowingly made in contemplation of such benefits The Note Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have been signed by or on behalf of the Trustee. SECTION 10.02. Obligations Unconditional. Nothing contained in this Article Ten or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among any Guarantor and the Holders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, upon failure by the Company, to pay to the Holders of the Notes the principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of such Guarantor, nor shall anything herein or therein prevent any Holder or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture. Without limiting the foregoing, nothing contained in this Article Ten will restrict the right of the Trustee or the Holders to take any action to declare the Note Guarantee to be due and payable prior to the Stated Maturity of any Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder. SECTION 10.03. Release of Note Guarantees. The Note Guarantee issued by any Subsidiary Guarantor will be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer to any person (other than an Affiliate of the Company) of all of the Capital Stock of such Subsidiary Guarantor or (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in each case in compliance with the terms of this Indenture. SECTION 10.04. Notice to Trustee. A Guarantor shall give prompt written notice to the Trustee of any fact known to such Guarantor which would prohibit the making of any payment to or by the Trustee in respect of the Note Guarantee pursuant to the provisions of this Article Ten. SECTION 10.05. This Article Not to Prevent Events of Default. The failure to make a payment on account of principal of, premium, if any, or interest on the Notes by reason of any provision of this Article Ten will not be construed as preventing the occurrence of an Event of Default. ARTICLE ELEVEN MISCELLANEOUS SECTION 11.01. Trust Indenture Act of 1939. Prior to the effectiveness of the Registration Statement, this Indenture shall incorporate and be governed by the provisions of the TIA that are required to be part of and to govern indentures qualified under the TIA. After the effectiveness of the Registration Statement, this Indenture shall be subject to the provisions of the TIA that are required to be a part of this Indenture and shall, to the extent applicable, be governed by such provisions. SECTION 11.02. Notices. Any notice or communication shall be sufficiently given if in writing and delivered in person, mailed by first-class mail or sent by telecopier transmission addressed as follows: if to the Company: Jones Lang LaSalle Incorporated 200 East Randolph Drive Chicago, Illinois 60601 Telecopier No.: (312) 228-0980 Attention: Corporate Secretary if to the Trustee: The Bank of New York 101 Barclay Street New York, NY 10286 Telecopier No.: (212) 815-4803 Attention: Corporate Trust Administration Global Finance Unit The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to a Holder shall be deemed to have been given (i) upon the mailing by first class mail, postage prepaid, of such notices to Holders at their registered addresses as recorded in the Securities Register and (ii) for so long as the Notes are listed on the Luxembourg Stock Exchange, upon publication in a leading newspaper of general circulation in Luxembourg, in each case, not later than the latest date, and not earlier than the earliest date, prescribed in the Notes for the giving of such notice. Any notice or communication shall also be so mailed to any person described in TIA Section 313(c), to the extent required by the TIA. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time. Failure to mail a notice or communication to a Holder as provided herein or any defect in any such notice or communication shall not affect its sufficiency with respect to other Holders. Except for a notice to the Trustee, which is deemed given only when received, and except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 11.02, it is duly given, whether or not the addressee receives it. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). SECTION 11.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (i) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (ii) an Opinion of Counsel stating that, in the opinion of such Counsel, all such conditions precedent have been complied with. SECTION 11.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (iii) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials. SECTION 11.05. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions. SECTION 11.06. Payment Date Other Than a Business Day. If an Interest Payment Date, Redemption Date, Payment Date, Stated Maturity or date of maturity of any Note shall not be a Business Day, then payment of principal of, premium, if any, or interest on such Note, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Payment Date or Redemption Date, or at the Stated Maturity or date of maturity of such Note; provided that no interest shall accrue for the period from and after such Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date of maturity, as the case may be. SECTION 11.07. Governing Law. This Indenture and the Notes shall be governed by the laws of the State of New York. The Trustee and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Indenture or the Notes. SECTION 11.08. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. SECTION 11.09. No Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or any Guarantor contained in this Indenture or, in any of the Notes or any Note Guarantee, or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator or against any past, present or future partner, stockholder, other equityholder, officer, director, employee or controlling person, as such, of the Company, any Guarantor or of any successor person thereof, either directly or through the Company, any Guarantor or any successor person thereof, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes. SECTION 11.10. Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successor. SECTION 11.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 11.12. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 11.13. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof. SECTION 11.14. Counterparts. This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. SECTION 11.15. Submission to Jurisdiction; Appointment of Agent for Service. (a) With respect to any suit, action, or proceeding that may be brought in connection with this Indenture or the Notes or any Note Guarantee, if any, the Company irrevocably consents to the jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. In connection with the Note Guarantee of Jones Lang LaSalle Limited, Jones Lang LaSalle Limited will submit to jurisdiction to the same extent. (b) Each of the Company and Jones Lang LaSalle Limited (i) irrevocably designates and appoints Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601 (together with any successor, the "Authorized Agent"), as its authorized agent upon which process may be served in any suit, action or proceeding described in the first sentence of this Section 11.13 and represents and warrants that the Authorized Agent has accepted such designation and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company or Jones Lang LaSalle Limited, as the case may be (mailed or delivered to the Corporate Secretary of JLL at the address set forth in Section 11.02), shall be deemed in every respect effective service of process upon the Company or Jones Lang LaSalle Limited, as the case may be, in any such suit or proceeding. Each of the Company and Jones Lang LaSalle Limited further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as any of the Notes shall be outstanding. (c) To the extent that the Company or Jones Lang LaSalle Limited has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. SECTION 11.16. Judgment Currency. Each of the Company and Jones Lang LaSalle Limited hereby agrees to indemnify the Trustee, its directors, its officers and each person, if any, who controls the Trustee within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss incurred by such person as a result of any judgment or order being made or given against the Company or Jones Lang LaSalle Limited, as the case may be, for any U.S. dollar amount due under this Agreement and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York on which such party on the date of payment of such judgment or order is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such party. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order. The term "spot rate of exchange" shall include any premiums or costs of exchange payable in connection with the purchase of, or conversion into U.S. dollars. SECTION 11.17. Method of Payment. (a) Euro is the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes, including damages, except as otherwise set forth in this Section 11.17. (b) Investors who hold beneficial interests in the Notes, directly or indirectly, through DTC ("DTC Noteholders") will be paid in U.S. dollars converted from such payments in Euro by the Paying Agents unless the registered Holder, on behalf of any such owner of beneficial interests, elects to receive payments in Euro. Upon receipt of notice of such election and wire transfer instructions on or prior to the fourth New York Business Day (as defined in clause (d) below) after the record date for any payment of interest and on or prior to the sixth New York Business Day prior to the payment of principal, the Paying Agent will make such payments in Euro to the Euro accounts of the relevant Holders. The Exchange Rate Agent shall convert the remainder of the aggregate amount of such payments into U.S. dollars, based on the Exchange Rate Agent's bid quotation, at or prior to 11:00 a.m., New York City time, on the second New York Business Day preceding the date of such payment, for the exchange of the aggregate amount of Euros which are to be exchanged for payment in U.S. dollars on the date of such payment. If such bid quotation is not available, all such payments will be made in Euro, outside DTC to Euro accounts maintained by such DTC Noteholders. (c) Investors who hold beneficial interests in the Notes, directly or indirectly, through Euroclear and/or Clearstream ("Euroclear/Clearstream Noteholders") will be paid in Euros by the Paying Agent unless the registered Holder, on behalf of any such Euroclear/Clearstream Noteholders, elects to receive payments in U.S. dollars. Upon receipt of notice of such election and wire transfer instructions on or prior to the fourth New York Business Day (as defined in clause (d) below) after the record date for any payment of interest and on or prior to the sixth New York Business Day prior to the payment of principal, the Paying Agents will make such payments in U.S. dollars to the U.S. dollar accounts of the relevant Holders. The Exchange Rate Agent will convert the aggregate amount of such payments to be made to Euroclear/Clearstream Noteholders in U.S. dollars, based on the Exchange Rate Agent's bid quotation, at or prior to 11:00 a.m., New York City time, on the second New York Business Day preceding the date of such payment, for the exchange of the aggregate amount of Euros which are to be exchanged for payment in U.S. dollars on the date of such payment. If such bid quotation is not available, all such payments will be made in Euros. (d) All costs of conversion, if any, will be borne by such DTC Noteholders or Euroclear/ Clearstream Noteholders, as the case may be, by deduction from such payments. All costs of payment by wire transfer referred to in paragraph (b) or (c) above will be borne by registered holders receiving such payments by deduction from such payments. For purposes of the foregoing, "New York Business Day" means any day that is not a Saturday or Sunday and that, in The City of New York or Brussels, is not a day on which banking institutions generally are authorized or obligated by law or executive order to close. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above. JONES LANG LASALLE FINANCE B.V. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Managing Director JONES LANG LASALLE INCORPORATED By: /s/ Brian P. Hake Name: Brian P. Hake Title: Senior Vice President and Treasurer JONES LANG LASALLE AMERICAS, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer LASALLE INVESTMENT MANAGEMENT, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer JONES LANG LASALLE INTERNATIONAL,INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer JONES LANG LASALLE CO-INVESTMENT,INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer LASALLE HOTEL ADVISORS, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer JONES LANG LASALLE LIMITED By: /s/ Brian P. Hake Name: Brian P. Hake Title: Authorized Signatory THE BANK OF NEW YORK By: /s/ Luis Perez Name: Luis Perez Title: Assistant Vice President EXHIBIT A --------- [APPLICABLE LEGENDS] [FACE OF NOTE] JONES LANG LASALLE FINANCE B.V. 9% Senior Note due 2007 [CUSIP] [CINS] [ISIN] [__________] No. ____ __________ JONES LANG LASALLE FINANCE B.V., a private limited liability company incorporated under the laws of the Netherlands (the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to _____________, or its registered assigns, the principal sum of ____________ euros (_____) on June 15, 2007. Interest Payment Dates: June 15 and December 15, commencing December 15, 2000. Regular Record Dates: June 1 and December 1. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer. Date : July 26, 2000 JONES LANG LASALLE FINANCE B.V. By: Name: Title: (Trustee's Certificate of Authentication) This is one of the 9% Senior Notes due 2007 described in the within- mentioned Indenture. Date: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory [REVERSE SIDE OF NOTE] JONES LANG LASALLE FINANCE B.V. 9% Senior Note due 2007 Capitalized terms used herein and not defined are used as defined in the Indenture. 1. PRINCIPAL AND INTEREST. The Company shall pay the principal of this Note on June 15, 2007. The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above. Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 15, 2000. If an exchange offer (the "Exchange Offer") registered under the Securities Act is not consummated and a shelf registration statement (the "Shelf Registration Statement") under the Securities Act with respect to resales of the Notes is not declared effective by the SEC, on or prior to the date that is six months after the Closing Date in accordance with the terms of the Registration Rights Agreement dated July 19, 2000 among the Company, the Guarantors (as defined herein) and Morgan Stanley & Co. International Limited, Bank of America International Limited, BMO Nesbitt Burns Corp. and Chase Manhattan International Limited, the annual interest rate borne by the Notes shall be increased by 0.5% per annum from the rate shown above accruing from the date that is six months after the Closing Date, payable in cash semiannually, in arrears, on each Interest Payment Date thereafter until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the SEC, whereupon the interest rate will decrease permanently to the rate shown above. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from July 26, 2000; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the same rate per annum payable on the principal of the Notes. 2. METHOD OF PAYMENT. The Company shall pay interest (except defaulted interest) on the principal amount of the Notes as provided above on each June 15 and December 15, commencing December 15, 2000 to the persons who are Holders (as reflected in the Security Register at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date), in each case, even if the Note is canceled on registration of transfer or registration of exchange after such record date; provided that, with respect to the payment of principal, the Company shall make payment to the Holder that surrenders this Note to a Paying Agent on or after June 15, 2007. The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Restricted Globals will be paid (i) in Euros to holders of interests in such Note who hold such interests through Euroclear and/or Clearstream (the "Rule 144A Euroclear/Clearstream Holders") and (ii) in U.S. dollars to holders of interests in such Note who hold such interests through DTC (the "DTC Holders"). The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Regulation S Global will be paid in Euros to holders of interests in such note (along with the Rule 144A Euroclear/Clearstream Holders, the "Euroclear/Clearstream Holders"). Notwithstanding the payment provisions described above, Euroclear/Clearstream Holders may elect to receive payments in respect of (i) the Restricted Global and (ii) the Regulation S Global in U.S. dollars, and DTC Holders may elect to receive payments in respect of the Restricted Global in Euros. All costs of conversion resulting from such election will be borne by such Holder. The Company may pay principal, premium, if any, and interest by its check payable in such money. It may mail an interest check to a Holder's registered address (as reflected in the Security Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period. 3. PAYING AGENT AND REGISTRAR. Initially, the Trustee will act as authenticating agent, U.S. Paying Agent, Registrar and agent for service of notice and demands, the Trustee (through its London Branch) will act as Euro Paying Agent and KREDIETBANK S.A. LUXEMBOURGEOISE will act as Paying Agent, Registrar and agent for service of notice and demands in Luxembourg. The Company will maintain a Paying Agent and Registrar in Luxembourg for so long as the Notes are listed on the Luxembourg Stock Exchange. The Company may change any authenticating agent, Paying Agent or Registrar without notice, except to the extent such notice may be required by applicable law or the rules or regulations of any exchange. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar, co-Registrar and/or agent for service of notice and demands. 4. INDENTURE; LIMITATIONS. The Company issued the Notes under an Indenture dated as of July 26, 2000 (the "Indenture"), among the Company, JONES LANG LASALLE INCORPORATED, ("JLL"), as parent guarantor, JONES LANG LASALLE AMERICAS, INC., LASALLE INVESTMENT MANAGEMENT, INC., JONES LANG LASALLE INTERNATIONAL, INC., JONES LANG LASALLE CO-INVESTMENT, INC., LASALLE HOTEL ADVISORS, INC., and JONES LANG LASALLE LIMITED, as guarantors (collectively with JLL, the "Guarantors "), and THE BANK OF NEW YORK, as trustee (the "Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control. The Notes are general unsecured obligations of the Company. The Company may, subject to Article Four of the Indenture and applicable law, issue additional Notes under the Indenture. 5. OPTIONAL REDEMPTION. The Notes are redeemable, at the Company's option, in whole or in part, at any time or from time to time, on or after June 15, 2004 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each Holder's last address, as it appears in the Security Register, at the following Redemption Prices (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing June 15 of the years set forth below: Year Redemption Price ---- ---------------- 2004 104.500% 2005 102.250% 2006 and thereafter 100.000% In addition, at any time prior to June 15, 2003, the Company may redeem up to 35% of the principal amount of the Notes (including additional Notes, if any) with the Net Cash Proceeds of one or more sales of Capital Stock (other than Disqualified Stock) of JLL to a person other than JLL or any of its Subsidiaries, at any time or from time to time in part, at a Redemption Price (expressed as a percentage of principal amount) of 109.000%, plus accrued and unpaid interest to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date); provided that at least 65% of the aggregate principal amount of the Notes (including additional Notes, if any) originally issued remains outstanding after each such redemption and notice of any such redemption is mailed within 90 days of each such sale of Capital Stock. In the event that (i) as a result of any change in, or amendments to, any laws or treaties (or any regulations or rulings promulgated under any laws or treaties) or any change in official position regarding the application of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective after the Closing Date, the Company has become or would become obligated to pay, on or prior to the next date on which any amount would be payable under or with respect to the Notes, any Additional Amounts, and (ii) the Company cannot reasonably arrange (without other material adverse consequences to the Company or JLL) for another obligor to make such payment so as to avoid the requirement to pay such Additional Amounts, the Company may redeem all, but not less than all, the Notes at any time at 100% of the principal amount thereof, together with accrued interest thereon, if any, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date). The Notes will be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 30 nor more than 60 days' prior notice, on any date prior to their maturity at a Redemption Price equal to the sum of 100% of the principal amount thereof and the Applicable Premium and any accrued and unpaid interest, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant Interest Payment Date). In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed on a national securities exchange, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate; provided that no Note of _1,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. 6. REPURCHASE UPON CHANGE OF CONTROL. Upon the occurrence of any Change of Control, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the Payment Date. A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than _1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price. 7. DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in registered form without coupons in denominations of _1,000 of principal amount and multiples of _1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes selected for redemption. Also, it need not register the transfer or exchange of any Notes for a period of 15 days before the day of mailing of a notice of redemption of Notes selected for redemption. 8. PERSONS DEEMED OWNERS. A Holder shall be treated as the owner of a Note for all purposes. 9. UNCLAIMED MONEY. If money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. 10. DISCHARGE PRIOR TO REDEMPTION OR MATURITY. If the Company deposits with the Trustee money, Government Obligations and/or U.S. Government Obligations that through the payment of interest and principal in respect thereof will provide amounts sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes (a) to redemption or maturity, each the Company and the Guarantors will be discharged from the Indenture and the Notes, except in certain circumstances for certain provisions thereof, and (b) to the Stated Maturity, each the Company and the Guarantors will be discharged from certain covenants set forth in the Indenture. 11. AMENDMENT; SUPPLEMENT; WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not materially and adversely affect the rights of any Holder. 12. RESTRICTIVE COVENANTS. The Indenture imposes certain limitations on the ability of JLL and its Restricted Subsidiaries, including the Company, among other things, to Incur additional Indebtedness, make Restricted Payments, suffer to exist restrictions on the ability of Restricted Subsidiaries to make certain payments, issue Capital Stock of Restricted Subsidiaries, Guarantee Indebtedness of JLL or any other Restricted Subsidiary, engage in transactions with Affiliates, suffer to exist or incur Liens, enter into sale-leaseback transactions, use the proceeds from Asset Sales, or merge, consolidate or transfer substantially all of its assets. Within 90 days after the end of the last fiscal quarter of each year, the Company and JLL shall deliver to the Trustee an Officers' Certificate stating whether or not the signers thereof know of any Default or Event of Default under such restrictive covenants. 13. SUCCESSOR PERSONS. When a successor person or other entity assumes all the obligations of its predecessor under the Notes, a Note Guarantee, or the Indenture, the predecessor person will be released from those obligations. 14. DEFAULTS AND REMEDIES. The following events will be defined as "Events of Default" in the Indenture: (a) default in the payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) default in the performance or breach of the provisions of the Indenture described under Section 5.01 of the Indenture or the failure to make or consummate an Offer to Purchase in accordance with Section 4.11 and Section 4.12 of the Indenture; (d) the Company or any Guarantor defaults in the performance of or breaches any other covenant or agreement of the Company or such Guarantor in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (e) there occurs with respect to any issue or issues of Indebtedness of the Company, any Guarantor or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the Holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, any Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company, any Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, any Guarantor or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company, any Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (h) the Company, any Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, any Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or (i) any Note Guarantee or any Subsidiary Guarantee (other than any Subsidiary Guarantee with respect to a Guarantor all of the Capital Stock of which is sold in accordance with the provisions of Section 4.06 of the Indenture) ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under the Indenture or its Note Guarantee. If an Event of Default (other than an Event of Default specified in clause (g) or (h) above that occurs with respect to the Company or any Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable, provided that, in the event of a Guarantor default, JLL may elect to substitute another Guarantor or Guarantors acceptable to at least one nationally-recognized rating agency, in which case neither the Trustee nor the requisite percentage of Holders shall have any right to declare the principal, premium (if any) or interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Company, any Guarantor or the relevant Significant Subsidiary or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) above occurs with respect to the Company or a Guarantor, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. 15. NOTE GUARANTEES. The Company's obligations under the Notes are guaranteed, to the extend permitted by law, on a senior unsubordinated basis by each Guarantor. Each Guarantor's obligations with respect to its Note Guarantee will, to the extent set forth in the Indenture, be senior in right of payment to such Guarantor's existing and future debt that is by its terms subordinated in right of payment to such Note Guarantee and ranking equally in right of payment with all of such Guarantor's existing and future debt that is not subordinated in right of payment to such Note Guarantee. 16. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates and may otherwise deal with the Company or its Affiliates as if it were not the Trustee. 17. NO RECOURSE AGAINST OTHERS. No incorporator or any past, present or future partner, stockholder, other equityholder, officer, director, employee or controlling person, as such, of the Company or any Guarantor, as applicable, or of any successor person shall have any liability for any obligations of the Company or such Guarantor, under the Notes, such Note Guarantee or the Indenture, as applicable, or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and Note Guarantees. 18. AUTHENTICATION. This Note shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Note. 19. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act). The Company shall furnish a copy of the Indenture to any Holder upon written request and without charge. Requests may be made to Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601, Attention: Corporate Secretary. 20. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE. With respect to any suit, action or proceeding that may be brought in connection with the Indenture, the Notes or any Note Guarantee, if any, the Company irrevocably consents to the jurisdiction of any United States federal or New York State court sitting in the Borough of Manhattan, The City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. In connection with the Note Guarantee of Jones Lang LaSalle Limited, Jones Lang LaSalle Limited will submit to jurisdiction to substantially the same extent. Each of the Company and Jones Lang LaSalle Limited (i) irrevocably designates and appoints Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601 (together with any successor, the "Authorized Agent"), as its authorized agent upon which process may be served in any such suit, action or proceeding and (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company or Jones Lang LaSalle Limited, as the case may be (mailed or delivered to the Corporate Secretary of JLL at the address set forth in Section 11.02 of the Indenture), shall be deemed in every respect effective service of process upon the Company or Jones Lang LaSalle Limited, as the case may be, in any such suit or proceeding. To the extent that the Company or Jones Lang LaSalle Limited has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS EVIDENCED BY THIS NOTE The initial principal amount of indebtedness evidenced by this Note shall be ____________________. The following decreases/increases in the principal amount evidenced by this Note have been made: Total Principal Amount of this Decrease in Increase in Global Note Notation Principal Principal Follow- Made Date of Amount of Amount of ing such by or on Decrease/ this Global this Global Decrease/ Behalf of Increase Note Note Increase Trust - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- - ---------- ----------- ----------- ----------- ----------- [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. - ---------------------------------- - -------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee - -------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED REGULATION S GLOBAL AND UNLEGENDED REGULATION S CERTIFICATED NOTES] In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] --------- [ ] (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933 provided by Rule 144A thereunder. or -- [ ] (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date:____________________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within- mentioned instrument in every particular, without alteration or any change whatsoever. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date:____________________ _____________________________________________ NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Note purchased by the Company pursuant to Section 4.11 or 4.12 of the Indenture, check the Box: [ ] If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.11 or 4.12 of the Indenture, state the amount (in principal amount): ____________________. Date:______________________________ Your Signature: ______________________________________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: ______________________________ EXHIBIT B --------- FORM OF CERTIFICATE ------------------- ____________________, __________ The Bank of New York 101 Barclay Street New York, NY 10286 Attention: Corporate Trust Administration Global Finance Unit Re: Jones Lang LaSalle Finance B.V. (the "Company") 9% Senior Notes due 2007 (the "Notes") -------------------------------------- Ladies and Gentlemen: This letter relates to ____________________ principal amount of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture dated as of July 26, 2000 (the "Indenture") relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the United States Securities Act of 1933. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT C --------- FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS ----------------------------------------- ____________________, __________ The Bank of New York 101 Barclay Street New York, NY 10286 Attention: Corporate Trust Administration Global Finance Unit Re: Jones Lang LaSalle Finance B.V. (the "Company") 9% Senior Notes due 2007 (the "Notes") -------------------------------------- Ladies and Gentlemen: In connection with our proposed purchase of ____________________ aggregate principal amount of the Notes, we confirm that: 1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of July 26, 2000 (the "Indenture") relating to the Notes and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with such restrictions and conditions and the Securities Act of 1933, amended (the "Securities Act"). 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Notes within the time period referred to in Rule 144(k) of the Securities Act, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of an aggregate principal amount of less than $100,000, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein. 3. We understand that, on any proposed resale of any Notes, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferee] By: Authorized Signature EXHIBIT D --------- FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S -------------------------------------------------- ____________________, __________ The Bank of New York 101 Barclay Street New York, NY 10286 Attention: Corporate Trust Administration Global Finance Unit Re: Jones Lang LaSalle Finance B.V. (the "Company") 9% Senior Notes due 2007 (the "Notes") -------------------------------------- Ladies and Gentlemen: In connection with our proposed sale of _________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933 and, accordingly, we represent that: (1) the offer of the Notes was not made to a person in the United States; (2) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States; (3) no directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferee] By: Authorized Signature EXHIBIT E --------- FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM REGULATION S GLOBAL OR REGULATION S CERTIFICATED NOTE TO A RESTRICTED GLOBAL ------------------------------------------------------------------ ____________________, __________ The Bank of New York 101 Barclay Street New York, NY 10286 Attention: Corporate Trust Administration Global Finance Unit Re: Jones Lang LaSalle Finance B.V. 9% Senior Notes due 2007 (the "Notes") -------------------------------------- Ladies and Gentlemen: Reference is hereby made to the Indenture dated as of July 26, 2000 the ("Indenture") relating to the Notes. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to __________ (being any integral multiple of _1,000) principal amount of Notes beneficially held through interests in the Regulation S Global or Regulation S Certificated Note (CUSIP (CINS) No. _________) with [Euroclear] [Clearstream] (Common Code No. ______) through ____________ in the name of ______________ (the "Transferor") [Euroclear] [Clearstream] account no. __. The Transferor hereby requests that on [INSERT DATE] such beneficial interest in the Regulation S Global or Regulation S Certificated Note be transferred or exchanged for an interest in the Restricted Global (CUSIP No. _________) in the same principal denomination and transfer to ____________ ([DTC account no.] [Euroclear account no.] [Clearstream account no.] _________). If this is a partial transfer, a minimum of _1,000 and any integral multiple of _1,000 in excess thereof of the Regulation S Global or Regulation S Certificated Note will remain outstanding. In connection with such request, and in respect of such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: ____________, ____ [Name of Transferor] By: _____________________ Name: Title: Telephone No.: Please print name and address (including zip code number) EX-4.2 3 0003.txt EXHIBIT 4.2 - ----------- REGISTRATION RIGHTS AGREEMENT Dated July 19, 2000 among JONES LANG LASALLE FINANCE B.V., as Issuer, JONES LANG LASALLE INCORPORATED, JONES LANG LASALLE AMERICAS, INC., LASALLE INVESTMENT MANAGEMENT, INC., JONES LANG LASALLE INTERNATIONAL, INC., JONES LANG LASALLE CO-INVESTMENT, INC., LASALLE HOTEL ADVISORS, INC. and JONES LANG LASALLE LIMITED, as Guarantors, and MORGAN STANLEY & CO. INTERNATIONAL LIMITED, BANK OF AMERICA INTERNATIONAL LIMITED, BMO NESBITT BURNS CORP. and CHASE MANHATTAN INTERNATIONAL LIMITED, as Placement Agents REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of July 19, 2000, among JONES LANG LASALLE FINANCE B.V., a private limited liability company incorporated under the laws of the Netherlands (the "Company"), JONES LANG LASALLE INCORPORATED, a Maryland corporation ("JLL"), as parent Guarantor, 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, LASALLE HOTEL ADVISORS, INC., a Maryland corporation, and JONES LANG LASALLE LIMITED, a company organized under the laws of England and Wales, as Guarantors, and MORGAN STANLEY & CO. INTERNATIONAL LIMITED, BANK OF AMERICA INTERNATIONAL LIMITED, BMO NESBITT BURNS CORP., and CHASE MANHATTAN INTERNATIONAL LIMITED (collectively, the "Placement Agents"). This Agreement is made pursuant to the Placement Agreement dated July 19, 2000, among the Company, the Guarantors (as defined below) and the Placement Agents (the "Placement Agreement"), which provides for the sale by the Company to the Placement Agents of ?165,000,000 aggregate principal amount of the Company's 9% Senior Notes Due 2007 (the "Notes"). The obligations of the Company under the Notes and the Indenture will be unconditionally guaranteed on a senior unsecured basis by the Guarantors pursuant to the terms of the Indenture (the "Guarantees"). In order to induce the Placement Agents to enter into the Placement Agreement, the Company and the Guarantors have agreed to provide to the Placement Agents and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Placement Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "1933 Act" shall mean the Securities Act of 1933, as amended from time to time. "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Closing Date" shall mean the Closing Date as defined in the Placement Agreement. "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors. "Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchange Securities" shall mean securities issued by the Company, which are unconditionally guaranteed on a senior unsecured basis by the Guarantors under the Indenture, containing terms identical in all material respects to the Notes (except that the Exchange Securities will not bear legends restricting their transfer) and to be offered to Holders of Notes in exchange for Notes pursuant to the Exchange Offer. "Guarantees" shall have the meaning set forth in the preamble. "Guarantors" shall have the meaning set forth in Section 1.01 of the Indenture. "Holder" shall mean the Placement Agents, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that, for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in Section 4(a)). "Indenture" shall mean the Indenture relating to the Notes and the Guarantees dated the Closing Date, among the Company, the Guarantors and The Bank of New York, as trustee, as the same may be amended from time to time in accordance with the terms thereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that, whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Placement Agents or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. "Placement Agents" shall have the meaning set forth in the preamble. "Placement Agreement" shall have the meaning set forth in the preamble. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. "Registrable Securities" shall mean the Notes and the Guarantees; provided, however, that the Notes and the Guarantees shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Notes and Guarantees shall have been declared effective under the 1933 Act and such Notes and Guarantees shall have been disposed of pursuant to such Registration Statement, (ii) when such Notes and Guarantees have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Notes and Guarantees shall have ceased to be outstanding; provided further, that the Securities (except Securities entitled to the benefits of a Shelf Registration Statement pursuant to Section 2(b) hereof) with respect to which the Company and the Guarantors have caused to be filed and declared effective an Exchange Offer Registration Statement and have commenced an Exchange Offer, in each case pursuant to and in accordance with Section 2(a) hereof, and which have not been tendered by the last Exchange Date (as defined in Section 2(a)(ii) hereof) by the Holder thereof shall be deemed not be to Registrable Securities. "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Placement Agents) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than reasonable fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission. "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company and the Guarantors pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Trustee" shall mean the trustee with respect to the Notes under the Indenture. "Underwriter" shall have the meaning set forth in Section 3 hereof. "Underwritten Registration" or "Underwritten Offering" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public. 2. Registration Under the 1933 Act. (a) To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC (the "Staff"), the Company and the Guarantors shall use their best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use their best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement; (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the institutions and at the addresses (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institutions and at the addresses (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Notes exchanged. As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: (i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and the Guarantors and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. The Company and the Guarantors shall use their best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company and the Guarantors shall inform the Placement Agents of the names and addresses of the Holders to whom the Exchange Offer is made, and the Placement Agents shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason consummated by the date that is six months after the Closing Date or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Placement Agents a Registration Statement must be filed and a Prospectus must be delivered by the Placement Agents in connection with any offering or sale by such Placement Agents of Registrable Securities that were acquired by the Placement Agents from the Company and the Guarantors, the Company and the Guarantors shall use their best efforts to cause to be filed as soon as practicable after such determination, date or notice of such opinion of counsel is given to JLL, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC (such obligation, arising solely under clause (ii) above, to have filed a Shelf Registration Statement shall be deemed satisfied with respect to any Holder upon consummation of the Exchange Offer with respect to such Holder). In the event the Company and the Guarantors are required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company and the Guarantors shall use their best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Placement Agents after completion of the Exchange Offer. The Company and the Guarantors agree to use their best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or as would be permitted by then current rules and regulations. The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use their best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) The Company and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. As provided for in the Indenture, in the event the Exchange Offer is not consummated and a Shelf Registration Statement is not declared effective on or prior to the date that is six months after the Closing Date, the annual interest rate on the Notes will be increased by .5% per annum until the Exchange Offer is consummated or a Shelf Registration Statement is declared effective by the SEC, whereupon the interest rate will decrease permanently to the original interest rate on the Notes. (e) Without limiting the remedies available to the Placement Agents and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or any of the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Placement Agents or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Placement Agents or any Holder may obtain such relief as may be required to specifically enforce the Company's and the Guarantors' obligations under Section 2(a) and Section 2(b) hereof. 3. Registration Procedures. In connection with the obligations of the Company and the Guarantors with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as possible: (a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and the Guarantors and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use their best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; (b) prepare and file with the SEC such amendments and post- effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Placement Agents, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; (d) use their best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that neither the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Placement Agents promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to such offering cease to be true and correct in all material respects or if the Company or any of the Guarantors receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes the Registration Statement contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading, or which makes the related Prospectus contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading and (vi) of any determination by the Company or any of the Guarantors that a post-effective amendment to a Registration Statement would be appropriate; (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide prompt notice to each Holder of the withdrawal of any such order; (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities; (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use their best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Guarantors agree to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission and such amendment has been declared effective by the SEC, if required; (j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably object; (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; (l) use their best efforts to cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use their best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; (m) in the case of a Shelf Registration, upon execution of confidentiality agreements reasonably satisfactory to the parties thereto, make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company and the Guarantors, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such representative in view of their due diligence obligations, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; (n) in the case of a Shelf Registration, use their best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Company or any of the Guarantors are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements; (o) use their best efforts to cause the Exchange Securities to continue to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act), if the Registrable Securities have been rated; (p) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and (q) in the case of a Shelf Registration, enter into such customary and reasonable agreements and take all such other reasonable actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and the Guarantors, the Shelf Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) use their best efforts to obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) use their best efforts to obtain "cold comfort" letters from the independent certified public accountants of JLL (and, if necessary, any other certified public accountant of any subsidiary of JLL, or of any business acquired by JLL for which financial statements and financial data are or are required to be included in the Shelf Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement. In the case of a Shelf Registration Statement, the Company and the Guarantors may require each Holder of Registrable Securities to furnish to the Company and the Guarantors such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as JLL may from time to time reasonably request in writing. In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company or any of the Guarantors of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will keep any such notice confidential and will forthwith discontinue disposition of Registrable Securities pursuant to a Shelf Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof. If so directed by JLL, such Holder will deliver to the Company and the Guarantors (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company or any of the Guarantors shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which the Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions may not exceed 45 days for each such suspension and there may not be more than two suspensions in effect during any 365-day period; provided that such suspension period shall be extended for any period, not to exceed an aggregate of 30 days in any calendar year, during which the SEC is reviewing any proposed amendment or supplement to the Shelf Registration Statement, any related Prospectus or any document incorporated therein by reference which has been filed by the Company. The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering; provided that the Company and the Guarantors shall be required to use their reasonable best efforts to effect an underwritten offering only upon the request of Holders that hold at least 25% in aggregate principal amount of the Registrable Securities outstanding at the time such request is delivered to the Company. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering, subject to approval by JLL, which approval will not be unreasonably withheld. 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker- Dealer"), may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. The Company and the Guarantors understand that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. (b) In light of the above, notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be reasonably requested by the Placement Agents or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: (i) neither the Company nor any of the Guarantors shall be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company or any of the Guarantors to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company and the Guarantors by the Placement Agents or with the reasonable request in writing to the Company and the Guarantors by one or more broker-dealers who certify to the Placement Agents and the Company and the Guarantors in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company and the Guarantors shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the reasonable fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Placement Agents unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above. (c) The Placement Agents shall have no liability to the Company, any of the Guarantors or any Holder with respect to any request that they may make pursuant to Section 4(b) above. 5. Indemnification and Contribution. (a) Each of the Company and each Guarantor, jointly and severally agrees to indemnify and hold harmless the Placement Agents, each Holder and each Person, if any, who controls any Placement Agent or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Placement Agent or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the Placement Agents, any Holder or any such controlling or affiliated Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company or any of the Guarantors shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Placement Agent or any Holder furnished to the Company in writing through Morgan Stanley & Co. International Limited or any selling Holder expressly for use therein; provided that the foregoing indemnity agreement shall not inure to the benefit of any Holder or any person controlling such Holder with respect to any sale or disposition of Registrable Securities by such Holder in violation of the penultimate paragraph of Section 3 above; provided further that the foregoing indemnity agreement shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased Notes, or any person controlling such Holder, if a copy of the final Prospectus (as then amended or supplemented if the Company and the Guarantors shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Notes to such person, and if the final Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Placement Agents and the other selling Holders, and each of their respective directors, officers who sign the Registration Statement and each Person, if any, who controls the Company or any of the Guarantors, any Placement Agent and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company and the Guarantors to the Placement Agents and the Holders, but only with reference to information relating to such Holder furnished to JLL, the Company or any other Guarantor in writing by or on behalf of such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing (but the failure to so notify an indemnifying party shall not relieve it from any liability which it may have under this Section 5, except to the extent that such indemnifying party has been prejudiced in any material respect by such failure, or from any liability it may otherwise have) and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Placement Agents and all Persons, if any, who control any Placement Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, the Guarantors, their respective directors and officers who sign the Registration Statement and each Person, if any, who controls the Company and any of the Guarantors within the meaning of either such Section and (c) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Placement Agents and Persons who control any Placement Agent, such firm shall be designated in writing by Morgan Stanley & Co. International Limited. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by JLL. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) To the extent the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company, the Guarantors and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. (e) The Company, the Guarantors and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Placement Agents, any Holder or any Person controlling any Placement Agent or any Holder, or by or on behalf of the Company or any of the Guarantors, their respective officers or directors, or any Person controlling the Company or any of the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 6. Miscellaneous. (a) No Inconsistent Agreements. Neither the Company nor any of the Guarantors has entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's or any of the Guarantor's other issued and outstanding securities under any such agreements. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to JLL by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Placement Agents, the address set forth in the Placement Agreement; (ii) if to the Company, initially at the Company's address set forth in the Placement Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) if to the Guarantors, initially at the Guarantors' address set forth in the Placement Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Placement Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Placement Agents (in their capacity as Placement Agents) shall have no liability or obligation to the Company or any of the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. (e) Purchases and Sales of Securities.Neither the Company nor any of the Guarantors shall, and each of the Company and the Guarantors shall use their best efforts to cause their respective affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Registrable Securities. (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Placement Agents, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. This Agreement shall be governed by the laws of the State of New York. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (k) Jurisdiction. Each of the Company and Jones Lang LaSalle Limited agrees that any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated herein may be instituted in any U.S. federal or New York State court in the Borough of Manhattan in the City of New York (each a "New York court") and each of the Company and Jones Lang LaSalle Limited hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such courts, with respect to actions brought against it as defendant, in any suit, action or proceeding. Each of the Company and Jones Lang LaSalle Limited (i) irrevocably appoints Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601 (together with any successor, the "Process Agent"), as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit, action or proceeding, acknowledges that the Process Agent has accepted such designation and agrees that service of process upon the Process Agent, and written notice of such service to the Company and Jones Lang LaSalle Limited, by the person serving the same to the address set forth in the Placement Agreement, shall be deemed in every respect effective service of process upon the Company and Jones Lang LaSalle Limited in any such suit, action or proceeding and (ii) agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as any of the Notes shall be outstanding. (l) Waiver of Immunity. To the extent that the Company or Jones Lang LaSalle Limited has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. JONES LANG LASALLE FINANCE B.V. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Managing Director JONES LANG LASALLE INCORPORATED By: /s/ Brian P. Hake Name: Brian P. Hake Title: Senior Vice President and Treasurer JONES LANG LASALLE AMERICAS, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer LASALLE INVESTMENT MANAGEMENT, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer JONES LANG LASALLE INTERNATIONAL, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer JONES LANG LASALLE CO-INVESTMENT, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer LASALLE HOTEL ADVISORS, INC. By: /s/ Brian P. Hake Name: Brian P. Hake Title: Treasurer JONES LANG LASALLE LIMITED By: /s/ Brian P. Hake Name: Brian P. Hake Title: Authorized Signatory Accepted as of the date hereof MORGAN STANLEY & CO. INTERNATIONAL LIMITED BANK OF AMERICA INTERNATIONAL LIMITED BMO NESBITT BURNS CORP. CHASE MANHATTAN INTERNATIONAL LIMITED By: Morgan Stanley & Co. International Limited By: /s/ John S. Wotowicz Name: John S. Wotowicz Title: Managing Director EX-10.1 4 0004.txt EXHIBIT 10.1 - ------------ ====================================================================== Second Amended and Restated Multicurrency Credit Agreement Dated as of July 26, 2000 Among Jones Lang LaSalle Finance B.V., The Guarantors Party Hereto, The Banks Party Hereto, Harris Trust and Savings Bank. as Administrative Agent, Co-Lead Arranger and Joint Book Runner, The Chase Manhattan Bank, as Documentation Agent, Bank One, NA, as Syndication Agent, Banc One Capital Markets, Inc., as Co-Lead Arranger and Joint Book Runner and Chase Securities Inc., as Co-Arrangers ====================================================================== TABLE OF CONTENTS (This Table of Contents is not part of the Agreement) SECTION HEADING PAGE Preliminary Statement . . . . . . . . . . . . . . . . . . . . 1 Section 1. The Revolving Credit . . . . . . . . . . . 2 Section 1.1. Revolving Credit Commitments . . . . . . . 2 Section 1.2. Term Loan Commitments. . . . . . . . . . . 3 Section 1.3. The Swingline. . . . . . . . . . . . . . . 3 Section 1.4. Letters of Credit. . . . . . . . . . . . . 5 Section 1.5. Applicable Interest Rates. . . . . . . . . 7 Section 1.6. Minimum Borrowing Amounts. . . . . . . . . 8 Section 1.7. Manner of Borrowing Loans and Designating Interest Rates Applicable to Loans . . . . . . . . . . . . . . . . . 8 Section 1.8. Interest Periods . . . . . . . . . . . . . 10 Section 1.9. Maturity of Loans. . . . . . . . . . . . . 11 Section 1.10. Prepayments. . . . . . . . . . . . . . . . 11 Section 1.11. Default Rate . . . . . . . . . . . . . . . 12 Section 1.12. Noteless Agreement; Evidence of Indebtedness 13 Section 1.13. Funding Indemnity. . . . . . . . . . . . . 14 Section 1.14. Commitment Terminations. . . . . . . . . . 14 Section 2. Fees . . . . . . . . . . . . . . . . . . . 15 Section 2.1. Fees . . . . . . . . . . . . . . . . . . . 15 Section 3. Place and Application of Payments. . . . . 15 Section 3.1. Place and Application of Payments. . . . . 15 Section 4. Definitions; Interpretation. . . . . . . . 16 Section 4.1. Definitions. . . . . . . . . . . . . . . . 16 Section 4.2. Interpretation . . . . . . . . . . . . . . 26 Section 5. Representations and Warranties . . . . . . 26 Section 5.1. Corporate Organization and Authority . . . 26 Section 5.2. Subsidiaries . . . . . . . . . . . . . . . 27 Section 5.3. Corporate Authority and Validity of Obligations. . . . . . . . . . . . . . . . 27 Section 5.4. Financial Statements . . . . . . . . . . . 27 Section 5.5. No Litigation; No Labor Controversies. . . 28 Section 5.6. Taxes. . . . . . . . . . . . . . . . . . . 28 Section 5.7. Approvals. . . . . . . . . . . . . . . . . 28 Section 5.8. ERISA. . . . . . . . . . . . . . . . . . . 28 Section 5.9. Government Regulation. . . . . . . . . . . 29 Section 5.10. Margin Stock . . . . . . . . . . . . . . . 29 Section 5.11. Licenses and Authorizations; Compliance with Environmental and Health Laws . . . . 29 Section 5.12. Ownership of Property; Liens . . . . . . . 29 Section 5.13. No Burdensome Restrictions; Compliance with Agreements. . . . . . . . . . . . . . 29 Section 5.14. Accuracy of Information. . . . . . . . . . 30 SECTION HEADING PAGE Section 6. Conditions Precedent . . . . . . . . . . . 30 Section 6.1. Initial Credit Event . . . . . . . . . . . 30 Section 6.2. All Credit Events. . . . . . . . . . . . . 31 Section 7. Covenants. . . . . . . . . . . . . . . . . 31 Section 7.1. Corporate Existence; Subsidiaries. . . . . 31 Section 7.2. Maintenance. . . . . . . . . . . . . . . . 32 Section 7.3. Taxes. . . . . . . . . . . . . . . . . . . 32 Section 7.4. ERISA. . . . . . . . . . . . . . . . . . . 32 Section 7.5. Insurance. . . . . . . . . . . . . . . . . 32 Section 7.6. Financial Reports and Other Information. . 32 Section 7.7. Bank Inspection Rights . . . . . . . . . . 34 Section 7.8. Conduct of Business. . . . . . . . . . . . 34 Section 7.9. Liens. . . . . . . . . . . . . . . . . . . 34 Section 7.10. Use of Proceeds; Regulation U. . . . . . . 36 Section 7.11. Sales and Leasebacks . . . . . . . . . . . 36 Section 7.12. Mergers, Consolidations and Sales of Assets 36 Section 7.13. Use of Property and Facilities; Environmental and Health and Safety Laws . 37 Section 7.14. Investments, Acquisitions, Loans, Advances and Guaranties. . . . . . . . . . 37 Section 7.15. Consolidated Net Worth . . . . . . . . . . 39 Section 7.16. Funded Debt to Adjusted EBITDA . . . . . . 40 Section 7.17. Senior Funded Debt to Adjusted EBITDA. . . 40 Section 7.18. Interest Coverage Ratio. . . . . . . . . . 41 Section 7.19. Liquidity Ratio. . . . . . . . . . . . . . 41 Section 7.20. Dividends and Other Shareholder Distributions. . . . . . . . . . . . . . . 41 Section 7.21. Indebtedness . . . . . . . . . . . . . . . 41 Section 7.22. Transactions with Affiliates . . . . . . . 42 Section 7.23. Compliance with Laws . . . . . . . . . . . 42 Section 7.24. Additional Guarantors. . . . . . . . . . . 42 Section 8. Events of Default and Remedies . . . . . . 43 Section 8.1. Events of Default. . . . . . . . . . . . . 43 Section 8.2. Non-Bankruptcy Defaults. . . . . . . . . . 44 Section 8.3. Bankruptcy Defaults. . . . . . . . . . . . 45 Section 8.4. Collateral for Undrawn Letters of Credit . 45 Section 8.5. Notice of Default. . . . . . . . . . . . . 45 Section 8.6. Expenses . . . . . . . . . . . . . . . . . 46 Section 9. Change in Circumstances. . . . . . . . . . 46 Section 9.1. Change of Law. . . . . . . . . . . . . . . 46 Section 9.2. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR . . . . . . . . . . . 46 Section 9.3. Increased Cost and Reduced Return. . . . . 46 Section 9.4. Lending Offices. . . . . . . . . . . . . . 48 Section 9.5. Discretion of Bank as to Manner of Funding 48 Section 10. The Administrative Agent . . . . . . . . . 48 Section 10.1. Appointment and Authorization of Administrative Agent . . . . . . . . . . . 48 Section 10.2. Administrative Agent and its Affiliates. . 48 Section 10.3. Action by Administrative Agent . . . . . . 48 Section 10.4. Consultation with Experts. . . . . . . . . 49 Section 10.5. Liability of Administrative Agent; Credit Decision. . . . . . . . . . . . . . 49 SECTION HEADING PAGE Section 10.6. Indemnity. . . . . . . . . . . . . . . . . 49 Section 10.7. Resignation of Administrative Agent and Successor Agent. . . . . . . . . . . . 50 Section 11. The Guarantees . . . . . . . . . . . . . . 50 Section 11.1. The Guarantees . . . . . . . . . . . . . . 50 Section 11.2. Guarantee Unconditional. . . . . . . . . . 50 Section 11.3. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . . 51 Section 11.4. Waivers. . . . . . . . . . . . . . . . . . 51 Section 11.5. Limit on Recovery. . . . . . . . . . . . . 52 Section 11.6. Stay of Acceleration . . . . . . . . . . . 52 Section 12. Miscellaneous. . . . . . . . . . . . . . . 52 Section 12.1. Payments Free of Withholding Taxes . . . . 52 Section 12.2. No Waiver of Rights. . . . . . . . . . . . 53 Section 12.3. Non-Business Day . . . . . . . . . . . . . 53 Section 12.4. Documentary Taxes. . . . . . . . . . . . . 53 Section 12.5. Survival of Representations. . . . . . . . 53 Section 12.6. Survival of Indemnities. . . . . . . . . . 53 Section 12.7. Sharing of Set-Off . . . . . . . . . . . . 53 Section 12.8. Notices. . . . . . . . . . . . . . . . . . 53 Section 12.9. Counterparts . . . . . . . . . . . . . . . 54 Section 12.10. Successors and Assigns . . . . . . . . . . 54 Section 12.11. Participants . . . . . . . . . . . . . . . 54 Section 12.12. Assignment of Commitments by Banks . . . . 55 Section 12.13. Amendments . . . . . . . . . . . . . . . . 55 Section 12.14. Headings . . . . . . . . . . . . . . . . . 56 Section 12.15. Legal Fees, Other Costs and Indemnification 56 Section 12.16. Set Off. . . . . . . . . . . . . . . . . . 56 Section 12.17. Currency . . . . . . . . . . . . . . . . . 57 Section 12.18. Entire Agreement . . . . . . . . . . . . . 57 Section 12.19. Governing Law. . . . . . . . . . . . . . . 57 Section 12.20. Submission to Jurisdiction; Waiver of Jury Trial . . . . . . . . . . . 57 Section 12.21. Limitation of Liability. . . . . . . . . . 58 Section 12.22. Confidentiality. . . . . . . . . . . . . . 58 Signature . . . . . . . . . . . . . . . . . . . . . 59 Exhibits A-1 - Form of Revolving Note A-2 - Form of Term Note B - Form of Compliance Certificate C-1 - Form of Legal Opinion of U.S. Counsel to the Borrower and Guarantors C-2 - Form of Legal Opinion of Dutch Counsel to the Borrower C-3 - Form of Legal Opinion of English Counsel to Jones Lange LaSalle Limited D - Form of Subsidiary Guarantee Agreement Schedule 1 Commitments Schedule 1.4 Existing Letters of Credit Schedule 5.2 Guarantors Schedule 7.9 Existing Liens Schedule 7.14 Existing Investments SECOND AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT This Second Amended and Restated Multicurrency Credit Agreement, dated as of July 26, 2000, is among Jones Lang LaSalle Finance B.V., a private company with limited liability organized under the laws of The Netherlands (the "Borrower"), the Guarantors (as hereinafter defined) party hereto, the banks from time to time party hereto (each a "Bank" and, collectively, the "Banks") and Harris Trust and Savings Bank, as Administrative Agent. PRELIMINARY STATEMENT Jones Lang LaSalle Incorporated, a Maryland corporation (the "Parent"), the Banks party thereto and the Administrative Agent are parties to a Multicurrency Credit Agreement, dated as of November 25, 1997 (as amended and restated as of October 27, 1999, the "Original Credit Agreement"). The Parent has requested that the Banks and the Administrative Agent consent to the assignment of the Original Credit Agreement to the Borrower and to make certain amendments to the Original Credit Agreement and, for the sake of clarity and convenience, to restate the Original Credit Agreement in its entirety as so amended. Upon the effectiveness of this Agreement, the Borrower shall on the date hereof, subject to the terms and conditions of this Agreement, borrow Revolving Loans and Term Loans in an aggregate principal amount equal to the principal amount of "Revolving Loans" and "Term Loans" outstanding (after giving effect to any pay down of the Term Loans from the proceeds of the notes issued under the Indenture (as hereinafter defined)) to the Parent under the Original Credit Agreement. The Borrower shall lend the proceeds of such Loans to the Parent and the Parent directs the Agent to simultaneously apply the proceeds of such Loans to repay the "Loans" outstanding to the Parent under the Original Credit Agreement. Subject to and upon the terms and conditions set forth herein, the parties desire to amend and restate the Original Credit Agreement in the form of this Agreement effective as of July 26, 2000 upon the execution of this Agreement by each of the parties hereto and the fulfillment of the conditions precedent contained in Section 6.1 hereof. Now, Therefore, in consideration of the mutual agreements contained herein, and the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: PART I: ASSIGNMENT AND ASSUMPTION. 1. The Parent hereby assigns to the Borrower, and the Borrower hereby accepts such assignment of, all of the Parent's rights and obligations under the Original Credit Agreement (other than the "Loans" outstanding under the Original Credit Agreement), the Notes and each of the other Credit Documents (as such terms are defined in the Original Credit Agreement) (the "Assumed Obligations"). Upon the effectiveness of this Agreement, the Borrower shall on the date hereof, subject to the terms and conditions of this Agreement, borrow Revolving Loans and Term Loans in an aggregate principal amount equal to the principal amount of "Revolving Loans" and "Term Loans" outstanding (after giving effect to any pay down of the Term Loans from the proceeds of the notes issued under the Indenture) to the Parent under the Original Credit Agreement. The Borrower shall lend the proceeds of such Loans to the Parent and the Parent hereby directs the Agent to simultaneously apply the proceeds of such Loans to repay the "Loans" outstanding to the Parent under the Original Credit Agreement. The Loans advanced on the date hereof to the Borrower shall bear interest at the same rates and have the same Interest Periods as the corresponding "Loans" being repaid by the Parent as provided above. All accrued but unpaid interest owing on the "Loans" outstanding to the Parent under the Original Credit Agreement shall be assumed by the Borrower as part of the Assumed Obligations and be paid on the last day of the respective Interest Periods together with all interest to accrue under this Agreement. It is the intent of the parties hereto that the "Loans" outstanding to the Parent under the Original Credit Agreement are hereby simultaneously repaid in full with the proceeds of a borrowing made by the Borrower immediately upon the effectiveness of this Credit Agreement. On the date hereof the Banks shall transfer the proceeds of Loans to the Borrower only to the extent such principal amounts exceed the aggregate principal amount of the "Loans" outstanding to the Parent under the Original Credit Agreement and simultaneously with such Borrowing repay the outstanding principal amount of the "Loans" outstanding to the Parent under the Original Credit Agreement. The Borrower hereby acknowledges and confirms that it is liable for the Assumed Obligations and agrees to perform the same on and subject to the terms and conditions of the Original Credit Agreement, as amended and restated hereby, and the Notes to the same extent and with the same force and effect as if the Borrower had originally executed the Original Credit Agreement and the Notes and the Borrower had originally been the obligor on the Assumed Obligations in the place and stead of the Parent. 2. The Assumed Obligations shall be deemed "Obligations" of the Borrower under and as defined in, and shall be subject to all of the terms and conditions of, the Original Credit Agreement, as amended and restated hereby, and each of the other Credit Documents all to the same extent and with the same force and effect as if the Assumed Obligation had originally been advanced to the Borrower under the Original Credit Agreement and originally been entitled to all the benefits and security described or referred to therein. 3. In evidence of the foregoing, the Borrower hereby adopts the Original Credit Agreement, as amended and restated hereby, as a new and separate contract with the Banks and the Administrative Agent, all to the same extent and with the same force and effect as if the Borrower had originally executed the Original Credit Agreement and all references therein to the "Borrower" were references to the Borrower. The Borrower hereby acknowledges and agrees that all of the terms and conditions contained in the Original Credit Agreement, as amended and restated hereby, shall be applicable to the Assumed Obligation. The Borrower agrees to observe and comply with all of the terms and conditions of the Original Credit Agreement, as amended and restated hereby, and hereby repeats and reaffirms for the benefit of the Banks and the Administrative Agent all covenants, agreements, representations and warranties contained in the Original Credit Agreement, as amended and restated hereby. PART II: AMENDMENT AND RESTATEMENT OF ORIGINAL CREDIT AGREEMENT. Section 1. The Revolving Credit. Section 1.1. Revolving Credit Commitments. Subject to the terms and conditions hereof, each Bank severally agrees to make a loan or loans (individually a "Revolving Loan" and collectively "Revolving Loans") to the Borrower from time to time on a revolving basis in U.S. Dollars and Alternative Currencies in an aggregate outstanding Original Dollar Amount up to the amount of its Revolving Credit Commitment subject to any increases or reductions thereof pursuant to the terms hereof, before the Revolving Credit Termination Date. The sum of the (i) aggregate Original Dollar Amount of Revolving Loans, (ii) the aggregate Original Dollar Amount of Swingline Loans, and (iii) L/C Obligations at any time outstanding shall not exceed the Revolving Credit Commitments in effect at such time. The sum of the aggregate Original Dollar Amount of all Revolving Loans denominated in an Alternative Currency at any times outstanding shall not exceed $75,000,000. Each Borrowing of Revolving Loans shall be made ratably from the Banks in proportion to their respective Percentages. As provided in Section 1.7(a) hereof, the Borrower may elect that each Borrowing of Revolving Loans denominated in U.S. Dollars be either Domestic Rate Loans or Eurocurrency Loans. All Revolving Loans denominated in an Alternative Currency shall be Eurocurrency Loans. Revolving Loans may be repaid and the principal amount thereof reborrowed before the Revolving Credit Termination Date, subject to all the terms and conditions hereof. Section 1.2. Term Loan Commitments. Subject to the terms and conditions hereof, each Bank, by its acceptance hereof, severally agrees to make a loan (individually a "Term Loan" and collectively for all the Banks, the "Term Loans") in U.S. Dollars to the Borrower in the amount of such Bank's Term Loan Commitment. The Term Loans shall be advanced in a single Borrowing on the Effective Date and shall be made ratably by the Banks in proportion to their respective Percentages. As provided in Section 1.7(a) hereof, the Borrower may elect that the Term Loans be outstanding as Domestic Rate Loans or Eurocurrency Loans. No amount repaid or prepaid on any Term Loan may be borrowed again. Section 1.3. The Swingline. (a) Swingline Loans. Subject to all of the terms and conditions hereof, Harris Bank agrees to make loans in U.S. Dollars to the Borrower ("Swingline Loans"), which shall not in the aggregate at any time outstanding exceed the lesser of (i) the Swingline Commitment or (ii) the difference between (x) the Revolving Credit Commitments in effect at such time and (y) the Revolving Loans and L/C Obligations outstanding at the time of computation. The Swingline Commitment may be availed of by the Borrower from time to time and borrowings thereunder may be repaid and used again during the period ending on the day immediately preceding the Revolving Credit Termination Date. (b) Minimum Borrowing Amount. Each Swingline Loan shall be in an amount not less than $100,000. (c) Interest on Swingline Loans. Each Swingline Loan shall bear interest (computed on the basis of a year of 360 days and actual days elapsed) for the Interest Period selected therefor at the Domestic Rate plus the Applicable Margin for Domestic Rate Loans or at the rate quoted by Harris Bank to the Borrower which is the interest rate determined in Harris Bank's discretion at which the Harris Bank would be willing to make such Swingline Loan available to the Borrower for such Interest Period (the rate so quoted for a given Interest Period being herein referred to as the "Quoted Rate"), provided that if any Swingline Loan is not paid when due (whether by lapse of time, acceleration or otherwise) such Swingline Loan shall bear interest whether before or after judgment, until payment in full thereof through the end of the Interest Period then applicable thereto at the rate set forth in Section 1.11 hereof. Interest on each Swingline Loan shall be due and payable on the last day of each Interest Period applicable thereto, and interest after maturity (whether by lapse of time, acceleration or otherwise) shall be due and payable upon demand. (d) Requests for Swingline Loans. The Borrower shall give the Administrative Agent and Harris Bank prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swingline Loan be made, specifying in each case the amount and date of such Swingline Loan and the Interest Period selected therefor. Within thirty (30) minutes after receiving such notice, Harris Bank shall quote the Quoted Rate for such Interest Period. The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance, and if the Borrower does not so immediately accept the Quoted Rate for the full amount requested by the Borrower for such Swingline Loan, the Quoted Rate shall be deemed immediately withdrawn and such Swingline Loan shall be made at the rate per annum equal to the Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans. Subject to all of the terms and conditions hereof, the proceeds of such Swingline Loan shall be made available to the Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Illinois. Anything contained in the foregoing to the contrary notwithstanding, (i) the obligation of Harris Bank to make Swingline Loans shall be subject to all of the terms and conditions of this Agreement and (ii) Harris Bank shall not be obligated to make more than one Swingline Loan during any one day. (e) Refunding Loans. In its sole and absolute discretion, Harris Bank may at any time, on behalf of the Borrower (which hereby irrevocably authorizes Harris Bank to act on its behalf for such purpose), request each Bank to make a Revolving Loan in an amount equal to such Bank's Percentage of the amount of the Swingline Loans outstanding on the date such notice is given. Borrowings of Revolving Loans under this Section shall initially constitute Domestic Rate Loans unless timely notice is given pursuant to Section 1.7 hereof. Unless any of the conditions of Section 6 are not fulfilled on such date, each Bank shall make the proceeds of its requested Revolving Loan available to the Administrative Agent, in immediately available funds, at the principal office of the Administrative Agent in Chicago, Illinois, before 12:00 Noon (Chicago time) on the Business Day following the day such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swingline Loans. (f) Participations. If any Bank refuses or otherwise fails to make a Revolving Loan when requested by Harris Bank pursuant to Section 1.3(e) above (because the conditions in Section 6 are not satisfied or otherwise), such Bank will, by the time and in the manner such Revolving Loan was to have been funded to the Administrative Agent, purchase from Harris Bank an undivided participating interest in the outstanding Swingline Loans in an amount equal to its Percentage of the aggregate principal amount of Swingline Loans that were to have been repaid with such Revolving Loans. Each Bank that so purchases a participation in a Swingline Loan shall thereafter be entitled to receive its Percentage of each payment of principal received on the Swingline Loan and of interest received thereon accruing from the date such Bank funded to the Administrative Agent its participation in such Swingline Loan. The obligation of the Banks to Harris Bank shall be absolute and unconditional and shall not be affected or impaired by any Default or Event of Default which may then be continuing hereunder. (g) Voluntary Prepayment of Swingline Loans. The Borrower may not voluntarily prepay any Swingline Loan bearing interest at the Quoted Rate before the last day of its Interest Period. The Borrower may voluntarily prepay any Swingline Loan bearing interest computed by reference to the Domestic Rate before the last day of its Interest Period at any time upon notice delivered to the Administrative Agent by the Borrower no later than 12:00 Noon (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. Section 1.4. Letters of Credit. (a) General Terms. Subject to the terms and conditions hereof, as part of the Revolving Credit the Administrative Agent shall issue standby letters of credit (each a "Letter of Credit") for the Borrower's account in U.S. Dollars in an aggregate undrawn face amount up to the L/C Commitment, provided that the aggregate L/C Obligations at any time outstanding shall not exceed the difference between the Revolving Commitments in effect at such time and the aggregate Original Dollar Amount of Revolving Loans and Swingline Loans then outstanding. Notwithstanding anything herein to the contrary, those certain letters of credit issued for the account of the Parent by Harris Trust and Savings Bank and listed on Schedule 1.4 hereof (the "Existing Letters of Credit") shall each constitute a "Letter of Credit" herein for all purposes of this Agreement with the Borrower as the applicant therefor, to the same extent, and with the same force and effect as if the Existing Letters of Credit had been issued under this Agreement at the request of the Borrower. Each Letter of Credit shall be issued by the Administrative Agent, but each Bank shall be obligated to reimburse the Administrative Agent for its Percentage of the amount of each drawing thereunder and, accordingly, the undrawn face amount of each Letter of Credit shall constitute usage of the Revolving Commitment of each Bank pro rata in accordance with each Bank's Percentage. (b) Applications. At any time before the Revolving Credit Termination Date, the Administrative Agent shall, at the request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the Administrative Agent, with expiration dates no later than the earlier of (i) one year after the date of its issuance or (ii) the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form customarily prescribed by the Administrative Agent for a standby letter of credit (each an "Application"). Notwithstanding anything contained in any Application to the contrary (i) the Borrower's obligation to pay fees in connection with each Letter of Credit shall be as exclusively set forth in Section 2.1(b) hereof, (ii) except during the continuance of an Event of Default, the Administrative Agent will not call for the funding by the Borrower of any amount under a Letter of Credit, or any other form of collateral security for the Borrower's obligations in connection with such Letter of Credit, before being presented with a drawing thereunder, and (iii) if the Administrative Agent is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower's obligation to reimburse the Administrative Agent for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the sum of 2% plus the Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans that are Revolving Loans. The Administrative Agent agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.2 and the other terms of this Section 1.4. (c) The Reimbursement Obligations. Subject to Section 1.4(b) hereof, the obligation of the Borrower to reimburse the Administrative Agent for all drawings under a Letter of Credit (a "Reimbursement Obligation") shall be governed by the Application related to such Letter of Credit, except that reimbursement of each drawing shall be made in immediately available funds at the Administrative Agent's principal office in Chicago, Illinois by no later than 12:00 Noon (Chicago time) on the date when each drawing is paid or, if such drawing was paid after 11:30 a.m. (Chicago time), by the end of such day. If the Borrower does not make any such reimbursement payment on the date due and the Participating Banks fund their participations therein in the manner set forth in Section 1.4(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.4(d) below. (d) The Participating Interests. Each Bank (other than the Bank then acting as Administrative Agent in issuing Letters of Credit) severally agrees to purchase from the Administrative Agent, and the Administrative Agent hereby agrees to sell to each such Bank (a "Participating Bank"), an undivided percentage participating interest (a "Participating Interest"), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the Administrative Agent. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date due, as set forth in Section 1.4(c) above, or if the Administrative Agent is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it receives a request from the Administrative Agent to such effect, if such request is received before 1:00 p.m. (Chicago time), or not later than the following Business Day, if such request is received after such time, pay to the Administrative Agent an amount equal to its Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the Administrative Agent to the date of such payment by such Participating Bank at a rate per annum equal to (i) from the date the related payment was made by the Administrative Agent to the date two (2) Business Days after payment by such Participating Bank is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Bank to the date such payment is made by such Participating Bank, the Domestic Rate in effect for each such day. Each such Participating Bank shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the Administrative Agent retaining its Percentage as a Bank hereunder. The several obligations of the Participating Banks to the Administrative Agent under this Section 1.4 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrower's obligations under each Application, to the extent the Borrower is relieved from its obligation to reimburse the Administrative Agent for a drawing under a Letter of Credit because of the Administrative Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Bank may have or have had against the Borrower, the Administrative Agent, any other Bank or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Revolving Commitment of any Bank, and each payment by a Participating Bank under this Section 1.4 shall be made without any offset, abatement, withholding or reduction whatsoever. The Administrative Agent shall be entitled to offset amounts received for the account of a Bank under this Agreement against unpaid amounts due from such Bank to the Administrative Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Bank arising outside this Agreement. (e) Indemnification. The Participating Banks shall, to the extent of their respective Percentages, indemnify the Administrative Agent (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Administrative Agent's gross negligence or willful misconduct) that the Administrative Agent may suffer or incur in connection with any Letter of Credit. The obligations of the Participating Banks under this Section 1.4(e) and all other parts of this Section 1.4 shall survive termination of this Agreement and of all other L/C Documents. Section 1.5. Applicable Interest Rates. (a) Domestic Rate Loans. Each Domestic Rate Loan made or maintained by a Bank shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 365 or 366 days, as applicable, and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Eurocurrency Loan until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Domestic Rate from time to time in effect, payable on the last day of its Interest Period and at maturity (whether by acceleration or otherwise). "Domestic Rate" means for any day the greater of: (i) the rate of interest announced by the Administrative Agent from time to time as its prime commercial rate, or equivalent, as in effect on such day, with any change in the Domestic Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate; and (ii) the sum of (x) the rate determined by the Administrative Agent to be the prevailing rate per annum (rounded upwards, if necessary, to the nearest one hundred-thousandth of a percentage point) 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) for the purchase at face value of overnight Federal Funds in an amount comparable to the principal amount owed to the Banks for which such rate is being determined, plus (y) 1/2 of 1% (0.50%). (b) Eurocurrency Loans. Each Eurocurrency Loan made or maintained by a Bank shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed except for Eurocurrency Loans denominated in Pounds Sterling which shall be computed on the basis of a year of 365 or 366 days, as applicable, and actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued, or created by conversion from a Domestic Rate Loan until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period, payable on the last day of the Interest Period and at maturity (whether by acceleration or otherwise), and, if the applicable Interest Period is longer than three months, on each day occurring every three months after the commencement of such Interest Period. "Adjusted LIBOR" means, for any Borrowing of Eurocurrency Loans, a rate per annum determined in accordance with the following formula: Adjusted LIBOR = LIBOR ------------------------------- 1 - Eurocurrency Reserve Percentage "LIBOR" means, for an Interest Period for a Borrowing of Eurocurrency Loans, (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 or the relevant Alternative Currency, as appropriate, in immediately available funds are offered to 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 eurocurrency market for delivery 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 such Borrowing. "LIBOR Index Rate" means, for any Interest Period, 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 or the relevant Alternative Currency, as appropriate, for a period equal to such Interest Period, which appears on the appropriate Telerate Page for such currency, as of 11:00 a.m. (London, England time) on the day two (2) Business Days before the commencement of such Interest Period. "Telerate Page" means the page designated on the Telerate Service (or such other service as may be nominated by the British Bankers' Association as the information vendor) for the purpose of displaying British Bankers' Association Interest Settlement Rates for the applicable currency. "Eurocurrency Reserve Percentage" means, for any Borrowing of Eurocurrency Loans, the daily average for the applicable Interest Period of the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any supplemental, marginal and emergency reserves) are imposed during such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) on "eurocurrency liabilities", as defined in such Board's Regulation D (or in respect of any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Loans is determined or any category of extensions of credit or other assets that include loans by non-United States offices of any Bank to United States residents), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition, the Eurocurrency Loans shall be deemed to be "eurocurrency liabilities" as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D. (c) Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans, and a reasonable determination thereof by the Administrative Agent shall be conclusive and binding except in the case of manifest error or willful misconduct. The Original Dollar Amount of each Eurocurrency Loan denominated in an Alternative Currency shall be determined or redetermined, as applicable, effective as of the first day of each Interest Period applicable to such Loan. Section 1.6. Minimum Borrowing Amounts. Each Borrowing of Domestic Rate Loans shall be in an amount not less than $1,000,000 and in integral multiples of $100,000. Each Borrowing of Eurocurrency Loans shall be in an amount not less than an Original Dollar Amount of $3,000,000 and in integral multiple of 100,000 units of the relevant currency as would have the Original Dollar Amount most closely approximating $100,000 or an integral multiple thereof. Section 1.7. Manner of Borrowing Loans and Designating Interest Rates Applicable to Loans. (a) Notice to the Administrative Agent. The Borrower shall give notice to the Administrative Agent by no later than 12:00 noon (Chicago time) (i) at least four (4) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurocurrency Loans denominated in an Alternative Currency, (ii) at least three (3) Business Days before the date on which the Borrower requests the Banks to advance a Borrowing of Eurocurrency Loans denominated in U.S. Dollars and (iii) at least one Business Day before the date on which the Borrower requests the Banks to advance a Borrowing of Domestic Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement for each outstanding Borrowing contained in Section 1.6 hereof, a portion thereof, as follows: (i) if such Borrowing is of Eurocurrency Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurocurrency Loans for an Interest Period or Interest Periods specified by the Borrower or, if such Eurocurrency Loan is denominated in U.S. Dollars, convert part or all of such Borrowing into Domestic Rate Loans, (ii) if such Borrowing is of Domestic Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Eurocurrency Loans denominated in U.S. Dollars for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation, or conversion of a Borrowing to the Administrative Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars for an additional Interest Period or of the conversion of part or all of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars into Domestic Rate Loans or of Domestic Rate Loans into Eurocurrency Loans must be given by no later than 12:00 noon (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion. Notices of the continuation of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency must be given no later than 12:00 noon (Chicago time) at least four (4) Business Days before the requested continuation. All such notices concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Eurocurrency Loans, the currency and Interest Period applicable thereto. The Borrower agrees that the Administrative Agent may rely on any such telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon. (b) Notice to the Banks. The Administrative Agent shall give prompt telephonic or telecopy notice to each Bank (which notice if by telephone, shall be promptly confirmed in writing) of any notice from the Borrower received pursuant to Section 1.7(a) above. The Administrative Agent shall give notice to the Borrower and each Bank by like means of the interest rate applicable to each Borrowing of Eurocurrency Loans and, if such Borrowing is denominated in an Alternative Currency, shall give notice by such means to the Borrower and each Bank of the Original Dollar Amount thereof. (c) Borrower's Failure to Notify. Any outstanding Borrowing of Domestic Rate Loans shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on the last day of its then current Interest Period unless the Borrower has notified the Administrative Agent within the period required by Section 1.7(a) that it intends to convert such Borrowing into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period required by Section 1.10(a) that it intends to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.7(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars before the last day of its then current Interest Period within the period required by Section 1.7(a) and has not notified the Administrative Agent within the period required by Section 1.10(a) that it intends to prepay such Borrowing, such Borrowing shall automatically be converted into a Borrowing of Domestic Rate Loans, subject to Section 6.2 hereof. If the Borrower fails to give notice pursuant to Section 1.7(a) above of the continuation of any outstanding principal amount of a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of its then current Interest Period within the period required by Section 1.7(a) and has not notified the Administrative Agent within the period required by Section 1.10(a) that it intends to prepay such Borrowing, such Borrowing shall automatically be continued as a Borrowing of Eurocurrency Loans in the same Alternative Currency with an Interest Period of one month, subject to Section 6.2 hereof, including the application of Section 1.5 and of the restrictions contained in the definition of Interest Period. (d) Disbursement of Loans. Not later than 11:00 a.m. (Chicago time) on the date of any requested advance of a new Borrowing of Eurocurrency Loans, and not later than 1:00 p.m. (Chicago time) on the date of any requested advance of a new Borrowing of Domestic Rate Loans (other than Domestic Rate Loans the proceeds of which are used to repay Swingline Loans), subject to Section 6 hereof, each Bank shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of the Administrative Agent in Chicago, Illinois, except that if such Borrowing is denominated in an Alternative Currency each Bank shall, subject to Section 1.5(c) and Section 6, make available its Loan comprising part of such Borrowing at such office as the Administrative Agent has previously specified in a notice to each Bank, in such funds as are then customary for the settlement of international transactions in such currency and no later than such local time as is necessary for such funds to be received and transferred to the Borrower for same day value on the date of the Borrowing. The Administrative Agent shall make available to the Borrower Loans denominated in U.S. Dollars at the Administrative Agent's principal office in Chicago, Illinois and Loans denominated in Alternative Currencies at such office as the Administrative Agent has previously agreed to with the Borrower, in each case in the type of funds received by the Administrative Agent from the Banks. (e) Administrative Agent Reliance on Bank Funding. Unless the Administrative Agent shall have been notified by a Bank before the date on which such Bank is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Bank does not intend to make such payment, the Administrative Agent may assume that such Bank has made such payment when due and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the proceeds of the Loan to be made by such Bank and, if any Bank has not in fact made such payment to the Administrative Agent, such Bank shall, on demand, pay to the Administrative Agent the amount made available to the Borrower attributable to such Bank together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower and ending on (but excluding) the date such Bank pays such amount to the Administrative Agent at a rate per annum equal to the Federal Funds Rate or, in the case of a Loan denominated in an Alternative Currency, the cost to the Administrative Agent of funding the amount it advanced to fund such Bank's Loan, as determined by the Administrative Agent. If such amount is not received from such Bank by the Administrative Agent immediately upon demand, the Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Bank with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 1.13 hereof, so that the Borrower will have no liability under such Section with respect to such payment. Section 1.8. Interest Periods. As provided in Section 1.7(a) hereof, at the time of each request to advance, continue, or create by conversion a Borrowing of Eurocurrency Loans, the Borrower shall select an Interest Period applicable to such Loans from among the available options. The term "Interest Period" means the period commencing on the date a Borrowing of Loans is advanced, continued, or created by conversion and ending: (a) in the case of Domestic Rate Loans, on the last day of the calendar quarter in which such Borrowing is advanced, continued, or created by conversion (or on the last day of the following quarter if such Loan is advanced, continued or created by conversion on the last day of a calendar quarter), (b) in the case of Eurocurrency Loans, 1, 2, 3, or 6 months thereafter, and (c) in the case of Swingline Loans, on the date, as the Borrower may select, one to five days thereafter; provided, however, that: (a) any Interest Period for a Borrowing of Revolving Loans consisting of Domestic Rate Loans that otherwise would end after the Revolving Credit Termination Date shall end on the Revolving Credit Termination Date, and any Interest Period for a Borrowing of Term Loans consisting of Domestic Rate Loans that otherwise would end after the Term Loan Maturity Date shall end on the Term Loan Maturity Date; (b) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Credit Termination Date, no Interest Period with respect to any portion of the Term Loans shall extend beyond the Term Loan Maturity Date; (c) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest Period for a Borrowing of Eurocurrency Loans to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and (d) for purposes of determining an Interest Period for a Borrowing of Eurocurrency Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end. Section 1.9. Maturity of Loans. Each Revolving Loan shall mature and become due and payable by the Borrower on the Revolving Credit Termination Date. Each Swingline Loan shall mature and become due and payable on the earlier of (i) the last day of its Interest Period and (ii) the Revolving Credit Termination Date. Each Term Loan shall mature and become due and payable by the Borrower on the Term Loan Maturity Date. Section 1.10. 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 Eurocurrency Loans denominated in U.S. Dollars, in an amount not less than $1,000,000, (iii) if such Borrowing is denominated in an Alternative Currency, an amount for which the U.S. Dollar Equivalent is not less than $1,000,000 and (iv) in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.6 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days' (or, if such Eurocurrency Loan is denominated in an Alternative Currency, upon four Business Days') prior notice to the Administrative Agent or, in the case of a Borrowing of Domestic Rate Loans, notice delivered to the Administrative Agent no later than 12:00 noon (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of a prepayment of a Eurocurrency Loan, accrued interest thereon to the date fixed for prepayment; provided that in the case of any such prepayment of Eurocurrency Loans, such prepayment shall be accompanied by amounts owing under Section 1.13 hereof. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. (b) Mandatory. (i) No later than the Business Day occurring immediately after the day on which the Parent or any Subsidiary receives proceeds from the sale (including a liquidating dividend) of all or any portion of any Investment permitted under Section 7.14(k), the Borrower shall make a mandatory prepayment of the Revolving Loans in the amount of such proceeds. (ii) If on any March 31, June 30, September 30 or December 31 occurring after the date hereof the sum of (i) the U.S. Dollar Equivalent of all outstanding Revolving Loans hereunder, (ii) the aggregate Original Dollar Amount of all outstanding Swingline Loans hereunder, and (iii) the L/C Obligations exceeds the Revolving Commitments as then in effect, the Borrower shall immediately prepay Revolving Loans in an aggregate amount such that after giving effect thereto the sum of (i) the U.S. Dollar Equivalent of all outstanding Revolving Loans hereunder, (ii) the aggregate Original Dollar Amount of all outstanding Swingline Loans hereunder, and (iii) the outstanding L/C Obligations is less than or equal to the Revolving Commitments as then in effect. (iii) To the extent Term Loans remain outstanding, if after the Effective Date the Parent or any Subsidiary shall issue new equity securities (whether common or preferred stock or otherwise), other than equity securities issued 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 Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. Promptly upon, and in no event later than the Business Day after, receipt by the Parent or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (iv) To the extent Term Loans remain outstanding, if after the Effective Date the Parent or any Subsidiary shall issue any indebtedness for borrowed money (other than short-term working capital facilities in local currencies), the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Parent or such Subsidiary in respect thereof. Promptly upon, and in no event later than the Business Day after, receipt by the Parent or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. (v) To the extent Term Loans remain outstanding, the Parent or any Subsidiary shall at any time or from time to time make or agree to make a Disposition, then the Borrower shall promptly notify the Administrative Agent of such proposed Disposition (including the amount of the estimated Net Cash Proceeds to be received by the Parent or such Subsidiary in respect thereof) and (y) promptly upon, and in no event later than the Business Day after, receipt by the Parent or the Subsidiary of the Net Cash Proceeds of such Disposition, the Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. Section 1.11. Default Rate. If any payment of principal on any Loan is not made when due (whether by acceleration or otherwise), such Loan shall bear interest (computed on the basis of a year of 360 days and actual days elapsed or, if based on the Domestic Rate, on the basis of a year of 365 or 366 days, as applicable, and the actual number of days elapsed) from the date such payment was due until paid in full, payable on demand, at a rate per annum equal to: (a) for any Domestic Rate Loan, the sum of two percent (2%) plus the Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans; (b) for any Eurocurrency Loan, the sum of two percent (2%) plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and, thereafter, if such Loan is denominated in U.S. Dollars, at a rate per annum equal to the sum of two percent (2%) plus the Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate Loans or, if such Loan is denominated in an Alternative Currency, at a rate per annum equal to the sum of the Eurocurrency Margin, plus two percent (2%) plus the rate of interest per annum as determined by the Administrative Agent (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) at which overnight or weekend deposits (or, if such amount due remains unpaid more than three Business Days, then for such other period of time not longer than one month as the Administrative Agent may elect in its absolute discretion) of the relevant Alternative Currency for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the applicable period as determined above and in an amount comparable to the unpaid principal amount of any such Eurocurrency Loan (or, if the Administrative Agent is not placing deposits in such currency in the interbank market , then the Administrative Agent's cost of funds in such currency for such period); and (c) for any Swingline Loan, the sum of 2% plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to 2% plus the Applicable Margin for Domestic Rate Loans plus the Domestic Rate from time to time in effect. Section 1.12. Noteless Agreement; Evidence of Indebtedness. (a) Each Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Bank resulting from each Loan made by such Bank from time to time, including the amounts of principal and interest payable and paid to such Bank from time to time hereunder. (b) The Administrative Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Bank hereunder and (c) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Bank's share thereof. (c) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Bank to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms. (d) Any Bank may request that its Loans be evidenced by a promissory note or notes (each, a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Bank a Note or Notes payable to the order of such Lender in a form supplied by the Administrative Agent. Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 12.12) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.12, except to the extent that any such Bank or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above. Section 1.13. Funding Indemnity. If any Bank shall incur any loss, cost or expense (including, without limitation, any loss of profit, and any loss, cost or expense incurred by reason of the liquidation or re- employment of deposits or other funds acquired by such Bank to fund or maintain any Eurocurrency Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Bank) as a result of: (a) any payment, prepayment or conversion of a Eurocurrency Loan on a date other than the last day of its Interest Period, (b) any failure (because of a failure to meet the conditions of Section 6 or otherwise) by the Borrower to borrow or continue a Eurocurrency Loan, or to convert a Domestic Rate Loan into a Eurocurrency Loan, on the date specified in a notice given pursuant to Section 1.7(a) or established pursuant to Section 1.7(c) hereof, (c) any failure by the Borrower to make any payment of principal on any Eurocurrency Loan when due (whether by acceleration or otherwise), or (d) any acceleration of the maturity of a Eurocurrency Loan as a result of the occurrence of any Event of Default hereunder, then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will reimburse such Bank for such loss, cost or expense. If any Bank makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate executed by an officer of such Bank setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate if reasonably calculated shall be conclusive absent manifest error. Section 1.14. Commitment Terminations. The Borrower shall have the right at any time and from time to time, upon five (5) Business Days' prior written notice to the Administrative Agent, to terminate the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000, and (ii) allocated ratably among the Banks in proportion to their respective Percentages, provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount of all Revolving Loans and Swingline Loans and all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the L/C Commitment without premium or penalty, in whole or in part; provided that the L/C Commitment may not be reduced to an amount less than all L/C Obligations then outstanding. The Borrower shall have the right at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the Swingline Commitment without premium or penalty, in whole or in part; provided that the Swingline Commitment may not be reduced to an amount less than the aggregate principal amount of the Swingline Loans then outstanding. Any such termination of the L/C Commitment or the Swingline Commitment shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so in the manner provided above. The Administrative Agent shall give prompt notice to each Bank of any such termination of Commitments. Any termination of Commitments pursuant to this Section 1.14 may not be reinstated. Section 2. Fees. Section 2.1. Fees. (a) Commitment Fee. For the period from the Effective Date to and including the Revolving Credit Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Banks in accordance with their Percentages a commitment fee (the "Commitment Fee") on the average daily Unused Commitments at a rate of: (i) 0.20% per annum for each day Level I Status exists, (ii) 0.25% per annum for each day Level II Status exists, (iii) 0.30% per annum for each day Level III Status exists, (iv) 0.35% per annum for each day Level IV Status exists, and (v) 0.45% per annum for each day Level V status exists. Accrued Commitment Fees shall be due and, payable in arrears on September 30, 2000, on the last day of each calendar quarter thereafter and on the Revolving Credit Termination Date, unless the Revolving Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination. (b) Letter of Credit Fees. On the date of issuance or extension, or increase in the amount, of any Standby Letter of Credit pursuant to Section 1.4 hereof, the Borrower shall pay to the Administrative Agent an issuance fee equal to 0.10% of the face amount of (or of the increase in the face amount of) such Letter of Credit. Quarterly in arrears, on the last day of each calendar quarter, commencing on September 30, 2000, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Banks in accordance with their Percentages, a letter of credit fee at a rate per annum equal to the Applicable Margin for Eurocurrency Loans advanced under the Revolving Credit in effect during each day of such quarter applied to the daily average face amount of Standby Letters of Credit outstanding during such quarter. (c) Administrative Agent Fees. The Borrower shall pay to the Administrative Agent the fees agreed to between the Administrative Agent and the Parent in a letter dated October 27, 1999 or as otherwise subsequently agreed between them. (d) Fee Calculations. All fees payable under Section 2.1(a) and (b) shall be computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed. Section 3. Place and Application of Payments. Section 3.1. Place and Application of Payments. All payments of principal of and interest on the Loans and the Reimbursement Obligations, and of all other amounts payable by the Borrower under this Agreement, shall be made by the Borrower to the Administrative Agent by no later than 12:00 Noon (Chicago time) on the due date thereof at the principal office of the Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the Administrative Agent may designate to the Borrower) or, if such payment is to be made in an Alternative Currency, no later than 12:00 noon local time at the place of payment to such office as the Administrative Agent has previously specified in a notice to the Borrower for the benefit of the Person or Persons entitled thereto. Any payments received after such time shall be deemed to have been received by the Administrative Agent on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case of amounts payable hereunder in an Alternative Currency, in such Alternative Currency in such funds then customary for the settlement of international transactions in such currency, in each case without setoff or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans or commitment fees ratably to the Banks and like funds relating to the payment of any other amount payable to any Person to such Person, in each case to be applied in accordance with the terms of this Agreement. Section 4. Definitions; Interpretation. Section 4.1. Definitions. The following terms when used herein have the following meanings: "Account" is defined in Section 8.4(b) hereof. "Acquisition" means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which the Parent or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or at least a majority of the partnership interests of any partnership. "Adjusted EBIT" 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) reasonable non-recurring transition costs incurred by the Parent prior to December 31, 1999 in connection with the Compass Acquisition as reasonably acceptable to the Administrative Agent, (iv) all non-cash contributions or accruals to or with respect to deferred profit sharing or compensation and (v) reasonable non-recurring transition costs incurred by JLW or the Parent prior to January 1, 2000 in connection with the JLW Acquisition and the Integration Plan (as defined in the JLW Purchase Agreement) as reasonably acceptable to the Administrative Agent; provided that any amounts added to 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. "Adjusted EBITDA" 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 amounts properly charged for depreciation of fixed assets and amortization of intangible assets on the books of the Parent and its Restricted Subsidiaries, (iv) reasonable non- recurring transition costs incurred by the Parent prior to December 31, 1999 in connection with the Compass Acquisition as reasonably acceptable to the Administrative Agent, (v) all non-cash contributions or accruals to or with respect to deferred profit sharing or compensation, and (vi) reasonable non-recurring transition costs incurred by JLW or the Parent prior to January 1, 2000 in connection with the JLW Acquisition and the Integration Plan (as defined in the JLW Purchase Agreement) as reasonably acceptable to the Administrative Agent; provided that any amounts added to Consolidated Net Income pursuant to clause (v) 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. "Adjusted LIBOR" is defined in Section 1.5(b) hereof. "Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (including, with their correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event for purposes of this definition: (i) any Person which owns directly or indirectly 5% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 5% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person; and (ii) each director and executive officer of the Parent or any Subsidiary shall be deemed an Affiliate of the Parent and each Subsidiary. "Administrative Agent" means Harris Trust and Savings Bank and any successor pursuant to Section 10.7 hereof. "Alternative Currency" means any of Australian Dollars, Belgian Francs, Deutsche Marks, Dutch Guilders, Euros, Hong Kong Dollars, Japanese Yen, New Zealand Dollar, Pound Sterling, Spanish Pesetas, Canadian Dollars, French Francs, Italian Lira, and Swiss Francs, and any other currency approved by all the Banks, in each case for so long as such currency is readily available to all the Banks and is freely transferable and freely convertible to U.S. Dollars and the Dow Jones Telerate Service or Reuters monitor Money Rates Service (or any successor to either) reports a LIBOR for such currency for interest periods of one, two, three and six calendar months; provided that if any Bank provides written notice to the Borrower (with a copy to the Administrative Agent) that any currency control or other exchange regulations are imposed in the country in which any such Alternative Currency is issued and that in the reasonable opinion of such Bank funding a Loan in such currency is impractical, then such currency shall cease to be an Alternative Currency hereunder until such time as all the Banks reinstate such country's currency as an Alternative Currency. "Applicable Margin" means, (i) on any date, for any Domestic Rate Loan or Eurocurrency Loan advanced under the Revolving Credit, 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; provided that so long as any Term Loan remains outstanding the Applicable Margin shall not be reduced below Level IV Status: Domestic Level Eurocurrency Loans Rate Loans Level I Status 1.00% 0% Level II Status 1.25% 0% Level III Status 1.50% 0% Level IV Status 1.75% 0% Level V Status 2.25% 0.50% (ii) on any date, for any Domestic Rate Loan or Eurocurrency Loan advanced as a Term 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: Domestic Level Eurocurrency Loans Rate Loans Level I Status 1.75% 0% Level II Status 1.75% 0% Level III Status 1.75% 0% Level IV Status 1.75% 0% Level V Status 2.25% 0.50% "Application" is defined in Section 1.4(b) hereof. "Authorized Representative" means those persons shown on the list of officers provided by the Borrower pursuant to Section 6.1(g) hereof, or on any updated such list provided by the Parent to the Administrative Agent, or any further or different officer of the Borrower so named by any Authorized Representative of the Parent in a written notice to the Administrative Agent. "Bank" is defined in the first paragraph of this Agreement and includes the Administrative Agent in its capacity as issuer of Letters of Credit and holder of L/C Obligations after giving effect to each Participating Bank's interest therein. "Borrower" means Jones Lang LaSalle Finance B.V., a private company with limited liability organized under the laws of The Netherlands. "Borrowing" means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Banks on a single date and for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Banks according to their Percentages. A Borrowing is "advanced" on the day Banks advance funds comprising such Borrowing to the Borrower, is "continued" on the day a new Interest Period for the same type of Loans commences for such Borrowing, and is "converted" on the day such Borrowing is changed from one type of Loan to the other, all as requested by the Borrower pursuant to Section 1.7(a). "Business Day" means any day other than a Saturday or Sunday on which Banks are not authorized or required to close in Chicago, Illinois and, if the applicable Business Day relates to the borrowing or payment of a Eurocurrency Loan, on which banks are dealing in U.S. Dollar deposits or the relevant Alternative Currency in the interbank market in London, England and, if the applicable Business Day relates to the borrowing or payment of a Eurocurrency Loan denominated in an Alternative Currency, on which banks and foreign exchange markets are open for business in the city where disbursements of or payments on such Loan are to be made and, if such Alternative Currency is the Euro or any national currency of a nation that is a member of the European Economic and Monetary Union, which is a TARGET Settlement Day. "Capital Lease" means at any date any lease of Property which, in accordance with GAAP, would be required to be capitalized on the balance sheet of the lessee. "Capitalized Lease Obligations" means, for any Person, the amount of such Person's liabilities under Capital Leases determined at any date in accordance with GAAP. "Change of Control" means at any time: (i) the Parent ceases to be the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of at least 99% of the total voting power of the Voting Stock of the Borrower; (ii) any Person becomes the beneficial owner of securities of the Parent representing 30% or more of the then outstanding Voting Stock of the Parent; or (iii)during any period of twenty-four consecutive months beginning after the date of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Parent (the "Board"), together with any new director (other than a director designated by a person who has entered into an agreement with the Parent to effect a transaction described in clause (ii) of this Change of Control definition) whose election or nomination for election was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board. For purposes of the definition of Change of Control, "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act as supplemented by Section 13(d)(3) of the Exchange Act; provided, however, that Person shall not include (i) the Parent or any Wholly-Owned Subsidiary, or (ii) any person who, as of the date of this Agreement, was the beneficial owner of securities of the Parent representing 20% or more of the combined voting power. "Code" means the Internal Revenue Code of 1986, as amended. "Commitments" means the Revolving Credit Commitments, Term Loan Commitments, L/C Commitment and the Swingline Commitment. "Compliance Certificate" means a certificate in the form of Exhibit C hereto. "Consolidated Net Income" means, for any period, the net income (or net loss) of the Parent and its Restricted Subsidiaries for such period computed on a consolidated basis in accordance with GAAP, but excluding any extraordinary profits or losses; provided that there shall be included in such determination for such period all such amounts attributable to any Person acquired pursuant to an Acquisition to the extent such Person is not subsequently sold or otherwise disposed of (other than in a transaction pursuant to which the business of such Person is retained by the Parent or a Subsidiary of the Parent) during such period for the portion of such period prior to such Acquisition. "Consolidated Net Worth" means, as of the date of any determination thereof, the amount reflected as stockholders' equity upon a consolidated balance sheet of the Parent and its Restricted Subsidiaries for such date computed on a consolidated basis in accordance with GAAP. "Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its Property is bound. "Controlled Group" means all members of a controlled group of corporations and all trades and businesses (whether or not incorporated) under common control that, together with the Parent or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code. "Credit Documents" means this Agreement, the Notes, the Applications, the Letters of Credit and each Subsidiary Guarantee Agreement delivered to the Administrative Agent pursuant to Section 7.1 hereof. "Credit Event" means the advancing of any Loan, the continuation of or conversion into a Eurocurrency Loan denominated in an Alternative Currency, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit. "Default" means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default. "Disposition" means the sale, conveyance, or other disposition of Property, other than sales, conveyances or other dispositions in the ordinary course of business. "Domestic Rate" is defined in Section 1.5(a) hereof. "Domestic Rate Loan" means a Loan bearing interest prior to maturity at a rate specified in Section 1.5(a) hereof. "Effective Date" means the date hereof. "Environmental and Health Laws" means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, judgments, permits and other governmental rules or restrictions relating to human health, safety (including without limitation occupational safety and health standards), or the environment or to emissions, discharges or releases of pollutants, contaminants, hazardous or toxic substances, wastes or any other controlled or regulated substance into the environment, including without limitation ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous or toxic substances, wastes or any other controlled or regulated substance or the clean-up or other remediation thereof. "ERISA" is defined in Section 5.8 hereof. "Eurocurrency Loan" means a Loan bearing interest prior to maturity at the rate specified in Section 1.5(b) hereof. "Eurocurrency Reserve Percentage" is defined in Section 1.5(b) hereof. "Event of Default" means any of the events or circumstances specified in Section 8.1 hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Federal Funds Rate" means the fluctuating interest rate per annum described in part (x) of clause (ii) of the definition of Domestic Rate in Section 1.3(a) hereof. "GAAP" means generally accepted accounting principles as in effect on the Effective Date, applied by the Parent and its Subsidiaries on a basis consistent with the preparation of the Parent's financial statements furnished to the Banks as described in Section 5.4 hereof. "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, LaSalle Hotel Advisors, Inc., a Maryland corporation, Jones Lang LaSalle Limited, a company organized under the laws of England and Wales and (ii) any other Subsidiary of the Borrower designated by the Borrower as a Guarantor as required by Section 7.24 hereof. "Guaranty" by any Person means all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or other financial obligation (including, without limitation, limited or full recourse obligations in connection with sales of receivables or any other Property) of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (i) to purchase such Indebtedness or obligation or any Property or assets constituting security therefor, (ii) to advance or supply funds (x) for the purchase or payment of such Indebtedness or obligation, or (y) to maintain working capital or other balance sheet condition, or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation, or (iii) to lease property or to purchase Securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation, or (iv) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation at the time the amount of the Guaranty is being determined or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty at the time the amount of the Guaranty is being determined. "Harris Bank" means Harris Trust and Savings Bank, in its individual capacity. "Hazardous Material" means any substance or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls, dioxins and petroleum or its by-products or derivatives (including crude oil or any fraction thereof) and (b) any other material or substance classified or regulated as "hazardous" or "toxic" pursuant to any Environmental and Health Law. "Indebtedness" means for any Person, (i) obligations of such Person for borrowed money, (ii) obligations of such Person representing the deferred purchase price of property or services other than accounts payable arising in the ordinary course of business on terms customary in the trade, (iii) obligations of such Person evidenced by notes, acceptances, or other instruments of such Person or pursuant to letters of credit issued for such Person's account, (iv) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (v) Capitalized Lease Obligations of such Person and (vi) obligations for which such Person is obligated pursuant to a Guaranty. "Indenture" means the Indenture dated as of July 26, 2000 among the Borrower, the Guarantors and The Bank of New York, as Trustee. "Interest Coverage Ratio" means as of the last day of any calendar quarter the ratio of Adjusted EBIT for the four calendar quarters then ended to Interest Expense for the same four calendar quarters then ended. "Interest Expense" means, for any period, the sum of all interest charges of the Parent and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP. "Interest Period" is defined in Section 1.8 hereof. "Investment" is defined in Section 7.14 hereof. "JLW Acquisition" means the transactions contemplated by the Purchase and Sale Agreements, dated as of October 21, 1998 (the "JLW Purchase Agreements") providing for the acquisition by Parent and its Subsidiaries of the entities conducting business worldwide under the name Jones Lang Wootton (collectively, "JLW"). "L/C Commitment" means $30,000,000, as reduced pursuant to the terms hereof. "L/C Documents" means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement. "L/C Obligations" means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations. "Lending Office" is defined in Section 9.4 hereof. "Letter of Credit" is defined in Section 1.4(a) hereof. "Level I Status" exists at any date if, at such date, the Total Funded Debt to Adjusted EBITDA Ratio is less than 2.00 to 1.0. "Level II Status" exists at any date if, at such date, Level I Status does not exist and the Total Funded Debt to Adjusted EBITDA Ratio is less than 2.50 to 1.0. "Level III Status" exists at any date if, at such date, neither Level I nor Level II Status exists and the Total Funded Debt to Adjusted EBITDA Ratio is less than 3.00 to 1.0. "Level IV Status" exists at any date if, at such date, neither Level I nor Level II nor Level III Status exists and the Total Funded Debt to Adjusted EBITDA Ratio is less than 3.50 to 1.0. "Level V Status" exists at any date if, at such date, neither Level I Status, Level II Status, Level III Status nor Level IV Status exists. "LIBOR" is defined in Section 1.5(b) hereof. "Lien" means any interest in Property securing an obligation owed to a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, including, but not limited to, the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale, security agreement or trust receipt, or a lease, consignment or bailment for security purposes. The term "Lien" shall also include survey exceptions or encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties. For the purposes of this definition, a Person shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, Capital Lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes, and such retention of title shall constitute a "Lien." "Liquidity Ratio" means, as of the last day of any calendar quarter, the ratio of Adjusted EBITDA for the four calendar quarters then ended to, for the same calendar quarters, the sum, for the Parent and its Restricted Subsidiaries, of (i) Interest Expense, (ii) capital expenditures (as defined in GAAP), (iii) the component of the purchase price of any Acquisition paid by cash, including the aggregate principal amount of all liabilities assumed in connection with any such Acquisition, (iv) federal, state and local taxes actually paid, (v) that portion of Indebtedness of the Parent or any of its Restricted Subsidiaries which is due and payable, (vi) the aggregate amount of cash dividends and other cash distributions on the capital stock of the Parent including stock repurchases for cash and (vii) the aggregate principal amount of all Investments not constituting Acquisitions reduced by the amount of proceeds of the disposition of all or any part of any Investment not constituting an Acquisition received by the Parent or any Restricted Subsidiary. "Loan" means a Domestic Rate Loan or Eurocurrency Loan, each of which is a "type" of Loan hereunder, outstanding as a Revolving Loan, Term Loan or Swingline Loan, as applicable. "Material Adverse Effect" means a material and adverse effect on the business, operations, Property or financial or other condition of the Parent and its Subsidiaries, taken as a whole. "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 direct costs relating to such Disposition and (ii) income, sale, use or other taxes 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 for borrowed money 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. "Non-Real Estate Restricted Subsidiary" means a Restricted Subsidiary which is not established solely for the purpose of making investments in real estate and real estate related assets, including notes and other securities, as permitted under Section 7.14(j) or Section 7.14(k) hereof. "Note" means any Revolving Note or Term Note. "Obligations" means all fees payable hereunder, all obligations of the Borrower to pay principal or interest on Loans and L/C Obligations, and all other payment obligations of the Borrower or any Guarantor arising under or in relation to any Credit Document. "Original Dollar Amount" means the amount of any Obligation denominated in U.S. Dollars and, in relation to any Loan denominated in an Alternative Currency, the U.S. Dollar Equivalent of such Loan on the day it is advanced or continued for an Interest Period. "Parent" means Jones Lang LaSalle Incorporated, a Maryland corporation. "Participating Bank" is defined in Section 1.4(d) hereof. "Participating Interest" is defined in Section 1.4(d) hereof. "Percentage" means, for each Bank, the percentage of the Revolving Credit Commitments represented by such Bank's Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Bank (including through participation interests in L/C Obligations and Swingline Loans) of the aggregate principal amount of all outstanding Obligations. "Person" means an individual, partnership, corporation, association, trust, unincorporated organization or any other entity or organization, including a government or any agency or political subdivision thereof. "Plan" means at any time an employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that is either (i) maintained by a member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions. "PBGC" is defined in Section 5.8 hereof. "Pricing Date" means, for any fiscal quarter of the Parent ended after the date hereof, the latest date by which the Parent is required to deliver a Compliance Certificate for such fiscal quarter pursuant to Section 7.6(b). The Applicable Margin and Commitment Fee established on a Pricing Date shall remain in effect until the next Pricing Date. If the Parent has not delivered a Compliance Certificate by the date such Compliance Certificate is required to be delivered under Section 7.6(b), Level V Status shall be deemed to exist from such required delivery date until a Compliance Certificate is delivered before the next Pricing Date. If the Parent subsequently delivers such a Compliance Certificate before the next Pricing Date, the Applicable Margin and Commitment Fee established by such late delivered Compliance Certificate shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin and Commitment Fee established by a Compliance Certificate shall be in effect from the Pricing Date that occurs immediately after the end of the Parent's fiscal quarter covered by such Compliance Certificate until the next Pricing Date. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. "Reimbursement Obligation" is defined in Section 1.3(c) hereof. "Required Banks" means, as of the date of determination thereof, Banks whose outstanding Loans and interest in Letters of Credit and Unused Commitments constitute more than 51% of the sum of the total outstanding Loans, interests in Letters of Credit, and Unused Commitments of the Banks. "Restricted Subsidiary" means any Subsidiary of the Parent other than an Unrestricted Subsidiary. "Revolving Credit" means the credit facility for making Revolving Loans and Swingline Loans and issuing Letters of Credit described in Sections 1.1, 1.3 and 1.4 hereof. "Revolving Credit Commitment" means, as to any Bank, the obligation of such Bank to make Revolving Loans and to participate in Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Bank's name under the heading "Revolving Credit Commitment" on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. "Revolving Credit Termination Date" means October 15, 2002. "Revolving Loan" is defined in Section 1.1 hereof and, as so defined, includes a Domestic Rate Loan or Eurocurrency Loan. "Revolving Note" means any promissory note issued at the request of a Bank pursuant to Section 1.12 in the form of Exhibit A-1 evidencing such Bank's Revolving Loans. "SEC" means the Securities and Exchange Commission. "Security" has the same meaning as in Section 2(l) of the Securities Act of 1933, as amended. "Set-Off" is defined in Section 11.7 hereof. "Subordinated Indebtedness" means any Indebtedness which is subordinated in right of payment to the prior payment of the Loans and other Obligations, in a principal amount and pursuant to documentation, containing interest rates, payment terms, maturities, amortization schedules, covenants, defaults, remedies and other material terms in form and substance satisfactory to the Banks. "Subsidiary" means, as to the Parent, a corporation, partnership or other entity that, under GAAP, is included in the consolidated financial statements of the Parent. "Subsidiary Guarantee Agreement" means a letter to the Administrative Agent in the form of Exhibit D hereto executed by a Subsidiary whereby it acknowledges it is party hereto as a Guarantor under Section 11 hereof. "Swingline Commitment" means $5,000,000 as the same may be reduced from time to time pursuant to Section 1.14 hereof. "Swingline Loan" is defined in Section 1.3 hereof. "TARGET Settlement Day" means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open. "Term Loan" is defined in Section 1.2 hereof. "Term Loan Commitment" means, as to any Bank, the obligation of such Bank to make its Term Loan in the principal amount not to exceed the amount set forth opposite such Bank's name under the heading "Term Loan Commitment" on Schedule 1 attached hereto and made a part hereof. "Term Loan Maturity Date" means October 15, 2000. "Term Note" means any promissory note issued at the request of a Bank pursuant to Section 1.12 in the form of Exhibit A-2 evidencing such Bank's Term Loan. "Total Funded Debt" means, at any time the same is to be determined, the aggregate of all Indebtedness of the Parent and its Restricted Subsidiaries determined without duplication on a consolidated basis. "Total Senior Funded Debt" means, at any time the same is to be determined, Total Funded Debt minus the principal balance of Subordinated Indebtedness then outstanding. "Unfunded Vested Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA. "Unrestricted Subsidiary" means any Subsidiary of the Parent (other than a Guarantor or the Borrower) which (i) is established for the sole purpose of investing in real estate and real estate related assets including notes and other securities and (ii) is designated by the Parent (with prior written notice to the Administrative Agent) to be an Unrestricted Subsidiary; provided that no Subsidiary may be an Unrestricted Subsidiary for more than 180 days. "Unused Commitments" means, at any time, the difference between the Revolving Credit Commitments then in effect and the aggregate outstanding principal amount of Revolving Loans and L/C Obligations. "U.S. Dollars" and "$" each means the lawful currency of the United States of America. "U.S. Dollar Equivalent" means the amount of U.S. Dollars which would be realized by converting an Alternative Currency into U.S. Dollars at the exchange rate quoted to the Administrative Agent, at approximately 11:00 a.m. (London time) three Business Days prior to the date on which a computation thereof is required to be made, by major banks in the interbank foreign exchange market for the purchase of U.S. Dollars for such Alternative Currency. "Voting Stock" of any Person means capital stock of any class or classes or other equity interests (however designated) having ordinary voting power for the election of directors or similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency. "Welfare Plan" means a "welfare plan", as defined in Section 3(1) of ERISA. "Wholly-Owned" when used in connection with any Subsidiary of the Parent means a Subsidiary of which all of the issued and outstanding shares of stock or other equity interests (other than directors' qualifying shares as required by law) shall be owned by the Parent and/or one or more of its Wholly-Owned Subsidiaries. Section 4.2. Interpretation. The foregoing definitions shall be equally applicable to both the singular and plural forms of the terms defined. All references to times of day in this Agreement shall be references to Chicago, Illinois time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the specific provisions of this Agreement. Section 5. Representations and Warranties. Each of the Borrower and the Parent hereby represents and warrants to each Bank as to itself and, where the following representations and warranties apply to Subsidiaries, as to each of its Subsidiaries, as follows: Section 5.1. Corporate Organization and Authority. The Parent is duly organized and existing in good standing under the laws of the State of Maryland; has all necessary corporate power to carry on its present business; and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the Property owned or leased by it makes such licensing, qualification or good standing necessary and in which the failure to be so licensed, qualified or in good standing would reasonably be expected to have a Material Adverse Effect. The Borrower is duly organized and existing under the laws of The Netherlands as a private company with limited liability (a besloten vennootschap met beperkte aansprakelijkheid); has all necessary corporate power to carry on its present business; and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the Property owned or leased by it makes such licensing, qualification or good standing necessary and in which the failure to be so licensed, qualified or would reasonably be expected to have a Material Adverse Effect. Section 5.2. Subsidiaries. Schedule 5.2 (as updated from time to time pursuant to Section 7.1) hereto identifies each Guarantor, the jurisdiction of its organization, the percentage of issued and outstanding shares of each class of its capital stock or equity interests, as the case may be, owned by the Parent and the Subsidiaries and, if such percentage is not 100% (excluding directors' qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. Except to the extent that would not reasonably be expected to have a Material Adverse Effect, each Subsidiary is duly incorporated or formed and existing in good standing as a corporation, limited partnership, limited liability company or other entity under the laws of the jurisdiction of its incorporation or formation, has all necessary corporate or other power to carry on its present business, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the Property owned or leased by it makes such licensing or qualification necessary. All of the issued and outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and, if such Subsidiary is a corporation, nonassessable except as set forth on Schedule 5.2 hereto. All such shares owned by the Parent are owned beneficially, and of record, free of any Lien. Section 5.3. Corporate Authority and Validity of Obligations. The Borrower has full power and authority to enter into this Agreement and the other Credit Documents to which it is a party, to make the borrowings herein provided for, to issue its Notes in evidence thereof, to apply for the issuance of the Letters of Credit, and to perform all of its obligations under the Credit Documents to which it is a party. Each Guarantor has full power and authority to enter into this Agreement as a signatory hereto or pursuant to a Subsidiary Guarantee Agreement and to perform all of its obligations hereunder. Each Credit Document to which the Borrower is a party has been duly authorized, executed and delivered by the Borrower and constitutes valid and binding obligations of the Borrower in accordance with its terms. Each Credit Document to which a Guarantor is a party has been duly authorized, executed and delivered by such Guarantor and constitutes valid and binding obligations of such Guarantor in accordance with its terms. No Credit Document to which the Borrower is a party, nor the performance or observance by the Borrower of any of the matters or things therein provided for, contravenes any provision of law or any provision of the articles of association ("statuten") of the Borrower or (individually or in the aggregate) any material Contractual Obligation of or binding upon the Borrower or any of its Properties or results in or requires the creation or imposition of any Lien on any of the Properties or revenues of the Borrower. No Credit Document to which a Guarantor is a party, nor the performance or observance by such Guarantor of any of the matters or things therein provided for, contravenes any provision of law or any charter or by-law provision of such Guarantor or (individually or in the aggregate) any material Contractual Obligation of or binding upon such Guarantor or any of its Properties or results in or requires the creation or imposition of any Lien on any of the Properties or revenues of such Guarantor. Section 5.4. Financial Statements. All financial statements heretofore delivered to the Banks showing historical performance for each of the Parent's fiscal years ending on or before December 31, 1999, have been prepared in accordance with GAAP applied on a basis consistent, except as otherwise noted therein, with that of the previous fiscal year. Each of such financial statements fairly presents on a consolidated basis the financial condition of the Parent and its Subsidiaries as of the dates thereof and the results of operations for the periods covered thereby. The Parent and its Subsidiaries had, as of the date of the relevant financial statements no material contingent liabilities other than those disclosed in such financial statements referred to in this Section 5.4 or in comments or footnotes thereto, or in any report supplementary thereto, heretofore furnished to the Banks. The unaudited interim consolidated balance sheet of the Parent and its Subsidiaries as at March 31, 2000, and the related consolidated statements of income, retained earnings and cash flows of the Parent and its Subsidiaries for the three (3) months then ended, heretofore furnished to the Banks, fairly present the consolidated financial condition of the Parent and its Subsidiaries as at said date and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis. Neither the Parent nor any Subsidiary has contingent liabilities which are material to it other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished pursuant to Section 7.6 hereof. Since March 31, 2000, there has been no material adverse change which has not been disclosed to the Banks in the business, operations, Property or financial or other condition, or business prospects, of the Parent and its Subsidiaries on a consolidated basis. Section 5.5. No Litigation; No Labor Controversies. (a) There is no litigation or governmental proceeding pending, or to the knowledge of the Parent or any Guarantor threatened, against the Parent or any Subsidiary which, if adversely determined, would reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect. (b) There are no labor controversies pending or, to the best knowledge of the Borrower, Parent or any Guarantor, threatened against the Parent or any Subsidiary which would reasonably be expected (insofar as the Borrower or Parent may reasonably foresee) to have a Material Adverse Effect. Section 5.6. Taxes. The Parent and its Subsidiaries have filed all United States federal tax returns, and all other tax returns, required to be filed and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Parent or any Subsidiary, except such taxes, if any, as are being contested in good faith and for which adequate reserves have been provided. No notices of tax liens have been filed and no claims are being asserted concerning any such taxes, which liens or claims are material to the financial condition of the Parent and its Subsidiaries on a consolidated basis taken as a whole. The charges, accruals and reserves on the books of the Parent and its Subsidiaries for any taxes or other governmental charges are adequate. Section 5.7. Approvals. No authorization, consent, license, exemption, filing or registration with any court or governmental department, agency or instrumentality, nor any approval or consent of the stockholders of the Parent or any Subsidiary or from any other Person, is necessary to the valid execution, delivery or performance by the Parent or any Subsidiary of any Credit Document to which it is a party except for such approvals and consents which have been obtained and are in full force and effect. Section 5.8. ERISA. With respect to each Plan, the Parent and each other member of the Controlled Group has fulfilled its obligations under the minimum funding standards of and is in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and with the Code to the extent applicable to it and has not incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC") or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. Neither the Parent nor any Subsidiary has any contingent liabilities for any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. Section 5.9. Government Regulation. Neither the Parent nor any Subsidiary is an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or to the extent a Subsidiary is an "investment company," it is properly registered with the SEC. Section 5.10. Margin Stock. Neither the Parent nor any Subsidiary is engaged principally, or as one of its primary activities, in the business of extending credit for the purpose of purchasing or carrying margin stock ("margin stock" to have the same meaning herein as in Regulation U of the Board of Governors of the Federal Reserve System). The Borrower will not use the proceeds of any Loan or Letter of Credit in a manner that violates any provision of Regulation U or X of the Board of Governors of the Federal Reserve System. Section 5.11. Licenses and Authorizations; Compliance with Environmental and Health Laws. (a) The Parent and each of its Subsidiaries has all necessary licenses, permits and governmental authorizations to own and operate its Properties and to carry on its business as currently conducted and contemplated, except to the extent the failure to have such licenses, permits or authorizations would not reasonably be expected to have a Material Adverse Effect. (b) To the best of the Borrower's and each Guarantor's knowledge, the business and operations of the Parent and each Subsidiary comply in all respects with all applicable Environmental and Health Laws, except where the failure to so comply would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (c) Neither the Parent nor any Subsidiary has given, nor is it required to give, nor has it received, any notice, letter, citation, order, warning, complaint, inquiry, claim or demand to or from any governmental entity or in connection with any court proceeding with respect to a matter which would reasonably be expected to have a Material Adverse Effect claiming that: (i) the Parent or any Subsidiary has violated, or is about to violate, any Environmental and Health Law; (ii) there has been a release, or there is a threat of release, of Hazardous Materials from the Parent's or any Subsidiary's Property, facilities, equipment or vehicles; (iii) the Parent or any Subsidiary may be or is liable, in whole or in part, for the costs of cleaning up, remediating or responding to a release of Hazardous Materials; or (iv) any of the Parent's or any Subsidiary's property or assets are subject to a Lien in favor of any governmental entity for any liability, costs or damages, under any Environmental and Health Law arising from, or costs incurred by such governmental entity in response to, a release of a Hazardous Materials. Section 5.12. Ownership of Property; Liens. The Parent and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property owned or leased by it, and good title to or valid leasehold interests in all its other Property. None of the Parent's real property is subject to any Lien or Capitalized Lease Obligation except as permitted in Section 7.9, and none of the Parent's or any Restricted Subsidiary's other Property is subject to any Lien, except as permitted in Section 7.9. Section 5.13. No Burdensome Restrictions; Compliance with Agreements. Neither the Parent nor any Subsidiary is (a) party or subject to any law, regulation, rule or order, or any Contractual Obligation that (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default would reasonably be expected to have a Material Adverse Effect. Section 5.14. Accuracy of Information. No information, exhibit or report furnished by the Parent or Borrower to any Bank or the Administrative Agent in connection with a Loan or Letter of Credit or the negotiation of the Credit Documents contained any material misstatement of fact or omitted to state any fact necessary to make the statements contained therein not misleading. Section 6. Conditions Precedent. The obligation of each Bank to advance, continue, or convert any Loan, or of the Administrative Agent to issue, extend the expiration date (including by not giving notice of non-renewal) of or increase the amount of any Letter of Credit, shall be subject to the following conditions precedent: Section 6.1. Initial Credit Event. Before or concurrently with the first Credit Event: (a) The Administrative Agent shall have received for each Bank the favorable written opinion of (i) Hagan & Associates, United States counsel to the Borrower and Guarantors substantially in the form of Exhibit C-1 hereto, (ii) Loyens & Loeff, Dutch counsel to the Borrower substantially in the form of Exhibit C-2 hereto and (iii) Slaughter and May, English counsel to Jones Lang LaSalle Limited; (b) The Administrative Agent shall have received for each Bank copies of the notarial deed of incorporation (including the articles of association) of the Borrower, certified by a Dutch civil law notary to be true copies and an original extract of the commercial register of the chamber of commerce of Amsterdam relating to the Borrower; (c) The Administrative Agent shall have received copies of the Certificate of Incorporation and bylaws (or equivalent) of each Guarantor that is a corporation, certified in each instance by its secretary or an assistant secretary (or its equivalent); (d) The Administrative Agent shall have received copies, certified by the secretary or assistant secretary (or its equivalent) of each Guarantor, of its board of directors' resolutions (or its equivalent) authorizing the execution of the Credit Documents to which it is a party; (e) The Administrative Agent shall have received certificates, executed the secretary or assistant secretary of each Guarantor, which shall identify by name and title and bear the signature of the partners or officers authorized to sign the Credit Documents to which it is a party; (f) The Administrative Agent shall have received to the extent requested by any Bank, such Bank's duly executed Notes of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.12(d) hereof; (g) The Administrative Agent shall have received for each Bank a list of the Borrower's Authorized Representatives; (h) All legal matters incident to the execution and delivery of the Credit Documents shall be satisfactory to the Banks; and (i) The Borrower shall have issued its notes under the Indenture in an aggregate principal amount of no less than Euro 165,000,000 and at least $140,000,000 in principal amount of the Term Loan under the Original Credit Agreement shall have been repaid with the proceeds of such notes. Section 6.2. All Credit Events. As of the time of each Credit Event hereunder: (a) In the case of a Borrowing, the Administrative Agent shall have received the notice required by Section 1.7 hereof (or, in the case of Swingline Loans, Section 1.3 hereof), in the case of the issuance of any Letter of Credit the Administrative Agent shall have received a duly completed Application for a Letter of Credit and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Administrative Agent; (b) In the case of (i) a Borrowing of Loans that would increase the aggregate principal amount of Loans outstanding (after giving effect to concurrent repayment of Loans), (ii) a Borrowing of Eurocurrency Loans denominated in an Alternative Currency or (iii) the increase in or issuance of a Letter of Credit, each of the representations and warranties set forth in Section 5 hereof shall be and remain true and correct in all material respects as of said time, except that if any such representation or warranty relates solely to an earlier date it need only remain true as of such date, taking into account any amendments to such Section (including, without limitation, any amendments to the Schedules referenced therein) made after the date of this Agreement in accordance with the provision hereof; (c) In the case of (i) a Borrowing of Loans that would increase the aggregate principal amount of Loans outstanding (after giving effect to concurrent repayment of Loans), (ii) a Borrowing of Eurocurrency Loans denominated in an Alternative Currency or (iii) the increase in or issuance of a Letter of Credit, no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; and (d) Such Credit Event shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to any Bank (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System). Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in paragraphs (b) and (c) of this Section 6.2. Section 7. Covenants. Each of the Borrower and the Parent covenants and agrees that, so long as any Note or any L/C Obligation is outstanding hereunder, or any Commitment is available to or in use by the Borrower hereunder, except to the extent compliance in any case is waived in writing by the Required Banks: Section 7.1. Corporate Existence; Subsidiaries. The Parent shall, and shall cause each of its Restricted Subsidiaries to, preserve and maintain its existence, subject to the provisions of Section 7.12 hereof. Section 7.2. Maintenance. The Parent will maintain, preserve and keep its Property, necessary to the proper conduct of its business in reasonably good repair, working order and condition and will from time to time make all reasonably necessary repairs, renewals, replacements, additions and betterments thereto so that at all times such plants, properties and equipment shall be reasonably preserved and maintained, and the Parent will cause each of its Subsidiaries to do so in respect of Property owned or used by it; provided, however, that nothing in this Section 7.2 shall prevent the Parent or a Subsidiary from discontinuing the operation or maintenance of any such Properties if such discontinuance would not reasonably be expected to have a Material Adverse Effect. Section 7.3. Taxes. The Parent will duly pay and discharge, and will cause each of its Subsidiaries duly to pay and discharge, all taxes, assessments, and governmental charges or levies upon or against it or against its Properties, in each case before the same becomes delinquent and before penalties accrue thereon, unless and to the extent that the same is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor on the books of the Parent. Section 7.4. ERISA. The Parent will, and will cause each of its Subsidiaries to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets and will promptly notify the Administrative Agent of (i) the occurrence of any reportable event (as defined in ERISA) affecting a Plan, other than any such event of which the PBGC has waived notice by regulation, (ii) receipt of any notice from PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor, (iii) its or any of its Subsidiaries' intention to terminate or withdraw from any Plan, and (iv) the occurrence of any event affecting any Plan which could result in the incurrence by the Parent or any of its Subsidiaries of any material liability, fine or penalty, or any material increase in the contingent liability of the Parent or any of its Subsidiaries under any post-retirement Welfare Plan benefit. The Administrative Agent will promptly distribute to each Bank any notice it receives from the Parent pursuant to this Section 7.4. Section 7.5. Insurance. The Parent will maintain, and will cause each of its Subsidiaries to maintain, insurance with good and responsible insurance companies, covering insurable Property owned by it with respect to such risks as is consistent with sound business practice. The Parent will upon request of any Bank furnish to such Bank a summary setting forth the nature and extent of the insurance maintained pursuant to this Section 7.5. Section 7.6. Financial Reports and Other Information. (a) The Parent will maintain a system of accounting in accordance with GAAP and will furnish to the Banks and their respective duly authorized representatives such information respecting the business and financial condition of the Parent and its Subsidiaries as any Bank may reasonably request; and without any request, the Parent will furnish each of the following to each Bank: (i) within 60 days after the end of each of the first three quarterly fiscal periods of the Parent, a copy of the Parent's Form 10-Q Report filed with the SEC; (ii) within 120 days after the end of each fiscal year of the Parent, a copy of the Parent's Form 10-K Report filed with the SEC, prepared by the Parent and containing or including as an exhibit thereto the Parent's financial statements for such fiscal year as certified by independent public accountants of recognized national standing selected by the Parent in accordance with GAAP with such accountants' unqualified opinion to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial position of the Parent and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; (iii)within the period provided in subsection (ii) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default with respect to Sections 7.11, 7.15, 7.16, 7.17, 7.18 and 7.19 or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the existence thereof; (iv) promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports the Parent sends to its shareholders, and copies of all other regular, periodic and special reports and all registration statements the Parent files with the SEC or any successor thereto, or with any national securities exchanges; and (v) within 30 days after the beginning of each fiscal year of the Parent an operating budget for the Parent and its Subsidiaries for such fiscal year of the Parent. (b) Each financial statement furnished to the Banks pursuant to subsection (i) or (ii) of this Section 7.6 shall be accompanied by a Compliance Certificate in the form of Exhibit B hereto signed by the Parent's chief financial officer, treasurer or controller showing the Parent's compliance with the covenants set forth in Sections 7.14(k), 7.15, 7.16, 7.17, 7.18 and 7.19 hereof. (c) The Parent will promptly (and in any event within three Business Days after any of the President, chief executive officer, chief financial officer, chief operating officer, treasurer, assistant treasurer, or controller of the Parent has knowledge thereof) give notice to the Administrative Agent: (i) of the occurrence of any Change of Control, Default or Event of Default; (ii) of any default or event of default under any Contractual Obligation of the Parent or any of its Subsidiaries, except for a default or event of default which is not reasonably expected to have a Material Adverse Effect; (iii) of the occurrence of an event or condition which would reasonably be expected to result in a Material Adverse Effect; and (iv) of any litigation or governmental proceeding of the type described in Section 5.5 hereof. Section 7.7. Bank Inspection Rights. Upon reasonable notice from any Bank, the Parent will permit such Bank (and such Persons as any Bank may designate) during normal business hours and under the Parent's guidance, to visit and inspect any of the properties of the Parent or any of its Subsidiaries, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and employees. Section 7.8. Conduct of Business. Neither the Parent nor any Subsidiary will engage in any line of business if, as a result, the general nature of the business of the Parent and its Subsidiaries taken as a whole would be substantially changed from that conducted on the date hereof. Section 7.9. Liens. The Parent will not, and will not permit any of its Restricted Subsidiaries to, create, incur, permit to exist or to be incurred any Lien of any kind on any Property owned by the Parent or any Restricted Subsidiary; provided, however, that this Section 7.9 shall not apply to nor operate to prevent: (a) Liens arising by operation of law in connection with worker's compensation, unemployment insurance, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits, pledges or Liens in connection with bids, tenders, contracts or leases to which the Parent or any Subsidiary is a party (other than contracts for borrowed money), or other deposits required to be made in the ordinary course of business; provided that in each case the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and for which reserves in conformity with GAAP have been provided on the books of the Parent; (b) mechanics', workmen's, materialmen's, landlords', carriers' or other similar Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) securing obligations not due or, if due, being contested in good faith by appropriate proceedings and for which reserves in conformity with GAAP have been provided on the books of the Parent; (c) Liens for taxes or assessments or other government charges or levies on the Parent or any Subsidiary of the Parent or their respective Properties, not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings and for which reserves in conformity with GAAP have been provided on the books of the Parent; (d) Liens arising out of judgments or awards against the Parent or any Subsidiary of the Parent, or in connection with surety or appeal bonds in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or with respect to which the Parent or such Subsidiary shall be prosecuting an appeal or proceeding for review, and with respect to which it shall have obtained a stay of execution pending such appeal or proceeding for review; provided that the aggregate amount of liabilities (including interest and penalties, if any) of the Parent and its Subsidiaries secured by such Liens shall not exceed $1,000,000 at any one time outstanding; (e) Survey exceptions or encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties which are necessary for the conduct of the activities of the Parent and any Subsidiary of the Parent or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Parent or any Subsidiary of the Parent; (f) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing paragraphs (a) through (e), inclusive, provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to the Property which was subject to the Lien so extended, renewed or replaced; (g) Liens on property (not constituting Investments) of the Parent or any of its Subsidiaries created solely for the purpose of securing Indebtedness permitted by Section 7.22(h) hereof, representing or incurred to finance, refinance or refund the purchase price of Property, provided that no such Lien shall extend to or cover other Property of the Parent or such Subsidiary other than the respective Property so acquired, and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property; (h) Liens not otherwise permitted under this Section 7.9 on Property (other than (i) shares of stock in any Wholly-Owned Subsidiary and (ii) receivables, inventory and similar working capital assets) securing Indebtedness that, when combined with Capitalized Lease Obligations permitted under Section 7.11, is in an aggregate principal amount not exceeding $20,000,000 at any time outstanding; and (i) Liens not otherwise permitted under this Section 7.9 on any Property of any Person at the time such Person becomes a Subsidiary in connection with the JLW Acquisition or any Person that is merged or consolidated with or into the Parent or any of its Subsidiaries in connection with the JLW Acquisition which Liens do not, in the aggregate for all such Liens, attach on Property with a fair market value in excess of $5,000,000. Section 7.10. Use of Proceeds; Regulation U. The proceeds of each Borrowing, and the credit provided by Letters of Credit, will be used by the Borrower, the Parent and the Parent's Subsidiaries for working capital, repayment of other Indebtedness, and other general corporate purposes including acquisitions of businesses and other investments permitted by Section 7.14. The Borrower will not use any part of the proceeds of any of the Borrowings or of the Letters of Credit directly or indirectly to purchase or carry any margin stock (as defined in Section 5.10 hereof) or to extend credit to others for the purpose of purchasing or carrying any such margin stock. Section 7.11. Sales and Leasebacks. The Parent will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor providing for the leasing by the Parent or any Subsidiary of any Property theretofore owned by it and which has been or is to be sold or transferred by such owner to such lender or investor, except to the extent (i) the aggregate principal amount of Capitalized Lease Obligations under such leases does not exceed $5,000,000 at any time outstanding and (ii) the aggregate principal amount of Capitalized Lease Obligations under such leases plus the outstanding principal amount of Indebtedness secured by Liens permitted by Section 7.9(h) (and not separately permitted by other provisions of Section 7.9) does not exceed $20,000,000 at any time outstanding; Section 7.12. Mergers, Consolidations and Sales of Assets. (a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, (i) consolidate with or be a party to a merger with any other Person or (ii) sell, lease or otherwise dispose of all or a "substantial part" of the consolidated assets of the Parent and its Restricted Subsidiaries; provided, however, that: (1) any Restricted Subsidiary of the Parent may merge or consolidate with or into or sell, lease or otherwise convey its assets to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that in any such merger or consolidation involving the Borrower, the Borrower or the Parent shall be the surviving or continuing corporation; (2) The Parent and its Subsidiaries may dissolve or liquidate any Restricted Subsidiary of the Parent (other than the Borrower) or of such Subsidiary so long as all the assets of such dissolved or liquidated Restricted Subsidiary are concurrently transferred to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that if any Guarantor (other than the Parent) is dissolved or liquidated all of such Guarantor's assets shall be concurrently transferred to the Borrower or another Guarantor; (3) The Parent or any Restricted Subsidiary of the Parent may consolidate or merge with any other Person if the Borrower or such Restricted Subsidiary or, in the case of such a transaction involving the Borrower, the Parent or the Borrower is the surviving or continuing corporation and at the time of such consolidation or merger, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (4) The Parent and its Subsidiaries may sell or otherwise dispose of any asset which, in the reasonable judgment of such Person, have become obsolete or worn out; and (5) The Parent and its Subsidiaries may in a fair market value transaction, sell or otherwise dispose of any direct or indirect Investment in real estate or real estate related assets, including notes and other securities. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of the Parent and its Restricted Subsidiaries if the net book value of such assets, when added to the net book value of all other assets (not including dispositions of stock in Subsidiaries permitted under Section 7.12(b) hereof) sold, leased, transferred or disposed of by the Parent and its Restricted Subsidiaries during such fiscal year (other than inventory in the ordinary course of business) exceeds 5% of the total assets of the Parent and its Restricted Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (b) Except with respect to the syndication or other disposition of Subsidiaries or interests in Subsidiaries through which direct or indirect Investments in real estate or real estate related assets, including notes and other securities, are made, the Parent will not sell, transfer or otherwise dispose of, or permit any Restricted Subsidiary to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as "stock" for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of any Subsidiary, except to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest and except for the purpose of qualifying directors. Section 7.13. Use of Property and Facilities; Environmental and Health and Safety Laws. (a) The Parent will, and will cause each of its Subsidiaries to, comply in all material respects with the requirements of all Environmental and Health Laws applicable to or pertaining to the Properties or business operations of the Parent or any Subsidiary of the Parent to the extent noncompliance would reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Parent will not, and will not permit any Person to, except in accordance with applicable law, dispose of any Hazardous Material into, onto or upon any real property owned or operated by the Parent or any of its Subsidiaries if such disposal would reasonably be expected to have a Material Adverse Effect. (b) The Parent will promptly provide the Banks with copies of any notice or other instrument of the type described in Section 5.11(c) hereof, and in no event later than five (5) Business Days after the President, chief executive officer, chief financial officer, chief operating officer, treasurer, assistant treasurer or controller of the Parent receives such notice or instrument. Section 7.14. Investments, Acquisitions, Loans, Advances and Guaranties. The Parent will not, nor will it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances to, any other Person (other than the Parent or a Subsidiary of the Parent), or acquire all or any substantial part of the assets or business of any other Person (other than the Parent or a Subsidiary of the Parent) or division thereof, or be or become liable as endorser, guarantor, surety or otherwise (such as liability as a general partner) for any debt, obligation or undertaking of any other Person (other than the Parent or a Subsidiary of the Parent), or otherwise agree to provide funds for payment of the obligations of another (other than the Parent or a Subsidiary of the Parent), or supply funds thereto or invest therein or otherwise assure a creditor of another (other than the Parent or a Subsidiary of the Parent) against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another (other than the Parent or a Subsidiary of the Parent) (cumulatively, all of the foregoing, being "Investments"); provided, however, that the foregoing provisions shall not apply to nor operate to prevent: (a) investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America provided that any such obligation matures within one year from the date it is acquired by the Parent or Subsidiary; (b) investments in commercial paper rated at least P-1 by Moody's Investors Services, Inc. or A-1 by Standard & Poor's Corporation maturing within one year of its date of issuance; (c) demand deposit accounts maintained in the ordinary course of business; (d) investments in certificates of deposit issued by and time deposits with any commercial bank (whether domestic or foreign) having capital and surplus of not less than $50,000,000 maturing within one year from the date of issuance thereof or in banker's acceptances endorsed by any Bank or other such commercial bank and maturing within six months of the date of acceptance; (e) investments in certificates of deposit issued by and time deposits with any commercial bank (whether domestic or foreign) having capital and surplus in excess of $10,000,000 but less than $50,000,000, which deposits shall not exceed $500,000 in the aggregate; (f) investments in repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System; (g) investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments of the type described in the immediately preceding subsections (a), (b), (c) and (d) above; (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) loans and advances to employees and relocation companies in the ordinary course of business not to exceed $8,000,000 in the aggregate at any one time outstanding; (j) Investments in existence on the date hereof and described on Schedule 7.14 hereof; (k) Acquisitions or Investments in a line of business related to that of the Parent and its Subsidiaries and Investments 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, (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 such Person whose Property, or Voting Stock or other interests in which, are being so acquired has approved the terms of such Acquisition, (II) the portion of the purchase price for all such Acquisitions paid by cash, including the aggregate principal amount of all liabilities assumed in connection with such Acquisitions, in any calendar year shall not exceed $20,000,000, and (III) until the Liquidity Ratio as established pursuant to financial statements delivered pursuant to Section 7.6(a) hereof exceeds 1.15 to 1.00 for two consecutive calendar quarters, the portion of the purchase price for all such Acquisitions paid for with equity securities of the Parent or any Subsidiary in any calendar year shall not exceed $20,000,000, based on the fair market value of such equity securities on the date such Acquisitions are completed as reasonably determined by the Administrative Agent (in the case of equity securities constituting common stock such fair market value shall be determined based upon the closing price on the New York Stock Exchange on the immediately preceding day as reported in The Wall Street Journal or other recognized financial publication acceptable to the Administrative Agent in its sole discretion), (iii) in the case of Investments not constituting Acquisitions, such Investment together with all other Investments not constituting Acquisitions permitted under this subsection (k) since October 27, 1999 reduced by the amount of proceeds of the disposition of all or any part of any such Investments does not exceed $150,000,000 in aggregate purchase price; provided that if the aggregate purchase price for any Investment by the Parent or any Subsidiary in any one Person exceeds $20,000,000 the Parent shall have received the prior written consent of the Required Banks; In determining the amount of Investments permitted under this Section 7.14, Investments shall always be taken at the original cost thereof (regardless of any subsequent appreciation or depreciation therein), and Investments in the form of loans and advances shall be taken at the principal amount thereof then remaining unpaid, and Investments in the form of guarantees (including liabilities as a general partner) shall be taken at the lesser of (i) amount of obligations guaranteed and (ii) the fair market value of all the assets of such guarantor or general partner. A change in the form of an Investment (e.g. from an interest as a limited partner to making a direct loan to such limited partnership or a change in the form of an entity from a limited partnership to a corporation) shall not be regarded as a further Investment except to the extent the Parent or any of its Subsidiaries invests any further money. Section 7.15. Consolidated Net Worth. The Parent will at all times maintain a Consolidated Net Worth of not less than the Minimum Required Amount. For purposes of this section, the "Minimum Required Amount" shall mean (i) $270,000,000 during the Annual Measurement Period commencing on December 31, 1999, and (ii) during each Annual Measurement Period thereafter, an amount equal to the sum of (x) the Minimum Required Amount for the immediately preceding Annual Measurement Period plus (y) an amount equal to 50% of the cumulative positive Consolidated Net Income earned in the fiscal year completed during the immediately preceding Annual Measurement Period (but without subtraction for any negative Consolidated Net Income for any such fiscal year); provided, however, in each case such Minimum Required Amount shall increase on the date of the issuance of capital securities (other than in connection with the Parent's Stock Compensation Program, Employee Stock Purchase Plan, Stock Award and Incentive Plan and any similar programs or plans and the JLW Acquisition) by the Parent by an amount equal to 100% of the Net Cash Proceeds of such issuance. As used herein the term "Annual Measurement Period" shall mean each period commencing on December 31 of a calendar year and ending on December 30 of the immediately subsequent calendar year. Section 7.16. Funded Debt to Adjusted EBITDA. The Parent will as of the last day of each calendar quarter maintain the ratio of Total Funded Debt as of such day to Adjusted EBITDA for the four calendar quarters then ended at not more than: Total Funded Debt To Adjusted EBITDA From and To and Ratio Shall Not be Including Including Greater Than ----------- ------------ ------------------- March 31, 2000 June 30, 2000 3.75 to 1.00 July 1, 2000 March 31, 2001 3.50 to 1.00 April 1, 2001 March 31, 2002 3.25 to 1.00 April 1, 2002 Thereafter 3.00 to 1.00 Section 7.17. Senior Funded Debt to Adjusted EBITDA. The Parent will as of the last day of each calendar quarter maintain the ratio of Total Senior Funded Debt as of such day to Adjusted EBITDA for the four calendar quarters then ended at not more than: Total Senior Funded Debt to Adjusted EBITDA From and To and Ratio Shall Not Be Including Including Greater Than ----------- ------------ ------------------- March 31, 2000 June 30, 2000 3.75 to 1.00 July 1, 2000 March 31, 2001 3.50 to 1.00 April 1, 2001 March 31, 2002 3.00 to 1.00 April 1, 2002 Thereafter 2.75 to 1.00 Section 7.18. Interest Coverage Ratio. The Parent will as of the last day of each calendar quarter, commencing with the calendar quarter ending June 30, 2000, maintain an Interest Coverage Ratio of not less than 3.00 to 1.00. Section 7.19. Liquidity Ratio. The Parent will as of the last day of each calendar quarter maintain a Liquidity Ratio of not less than: Liquidity Ratio From and To and Shall Not Be Including Including Less Than ----------- ------------ --------------- April 1, 2000 December 31, 2000 1.00 to 1.00 January 1, 2001 December 31, 2001 1.10 to 1.00 January 1, 2002 Thereafter 1.15 to 1.00 Section 7.20. 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 (i) in connection with the Parent's Stock Compensation Program, Employee Stock Purchase Plan, Stock Award and Incentive Plan and any similar programs or plans and (ii) in connection with the satisfaction of taxes relating to the shares being allocated and distributed under the Employee Stock Ownership Trust established in connection with the JLW Acquisition) on its outstanding capital stock, if (i) the Term Loans have been repaid in full and (ii) no Default or Event of Default exists prior to or would result after giving effect to such action. Section 7.21. Indebtedness. The Parent will not, and will not permit any of its Restricted Subsidiaries to, have outstanding at any time any Indebtedness other than: (a) The Obligations of the Borrower and Guarantors owing to the Banks and Administrative Agent hereunder; (b) Indebtedness of (i) the Borrower to the Parent or any Subsidiary, (ii) any Subsidiary to the Parent or any other Subsidiary and (iii) the Parent to any Subsidiary; (c) Capitalized Lease Obligations in an aggregate principal amount outstanding not to exceed $20,000,000 on any date of determination; (d) Subordinated Indebtedness; (e) Investments (as defined in Section 7.14) permitted pursuant to Section 7.14 in the form of Indebtedness; (f) Guaranties by the Parent and its Subsidiaries of obligations of the Parent and its Subsidiaries which obligations are not prohibited under this Agreement; (g) The obligations of the Borrower and the Guarantors under the Indenture in an aggregate principal amount not in excess of Euro 165,000,000; or (h) Indebtedness not otherwise permitted by this Section 7.21 of not more than $50,000,000 in aggregate principal amount outstanding on any date of determination for the Parent and its Restricted Subsidiaries. Section 7.22. Transactions with Affiliates. The Parent will not, and will not permit any of its Subsidiaries to, enter into or be a party to any material transaction or arrangement (where "material" means material for the Parent and its Subsidiaries taken as a whole) with any Affiliate of such Person (other than the Parent or any of its Subsidiaries), including without limitation, the purchase from, sale to or exchange of Property with, any merger or consolidation with or into, or the rendering of any service by or for, any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of the Parent's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Parent or such Subsidiary than could be obtained in a comparable arm's-length transaction with a Person other than an Affiliate. Section 7.23. Compliance with Laws. Without limiting any of the other covenants of the Parent in this Section 7, the Parent will, and will cause each of its Subsidiaries to, conduct its business, and otherwise be, in compliance with all applicable laws, regulations, ordinances and orders of any governmental or judicial authorities; provided, however, that neither the Parent nor any Subsidiary of the Parent shall be required to comply with any such law, regulation, ordinance or order if (x) it shall be contesting such law, regulation, ordinance or order in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor on the books of the Parent or such Subsidiary, as the case may be, or (y) the failure to comply therewith is not reasonably expected to have, in the aggregate, a Material Adverse Effect. Section 7.24. Additional Guarantors. (a) If on the last day of the calendar quarter ending September 30, 2000 and each calendar quarter ending thereafter the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors is less than 70% of the Adjusted EBITDA for such four calendar quarters of the Parent and the Non-Real Estate Restricted Subsidiaries, then the Parent will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to Section 7.6(i) or Section 7.6(ii), cause a Subsidiary or Subsidiaries to become a Guarantor or Guarantors hereunder so that the portion of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors for such period is equal to or in excess of 70% of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries for such period. To the extent any Subsidiary becomes a Guarantor as a result of the requirements of this Section 7.24(a), the Guaranty of such Subsidiary shall be released upon request of the Borrower if (i) on the last day of two successive calendar quarters the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors (other than the Guarantor which the Borrower has requested be released) is greater than 70% of the Adjusted EBITDA for each such period of the Parent and its Non-Real Estate Restricted Subsidiaries and (ii) no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to execute all appropriate documents on behalf of the Lenders to document the release of such Subsidiary from its Guaranty. (b) In addition to the requirements of Section 7.24(a) the Parent will cause any Subsidiary to become a Guarantor hereunder within 15 days of the date on which the balance sheet and income statement for any calendar quarter is required to be delivered pursuant to Section 7.6(i), or Section 7.6(ii), if for the four calendar quarters then ending the portion of Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries attributable solely to such Subsidiary for such period is equal to or in excess of 5% of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries for such period. To the extent any such Subsidiary becomes a Guarantor, such Guaranty shall be released upon request of the Borrower if on the last day of two successive calendar quarters the portion of Adjusted EBITDA of the Parent and its Non-Real Estate Restricted Subsidiaries for such period attributable solely to such Subsidiary was less than 5% of the total Adjusted EBITDA of the Parent and its Non-Real Estate Restricted Subsidiaries for such period, provided that no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to execute all appropriate documents on behalf of the Banks to document the release of such Guaranty. Section 8. Events of Default and Remedies. Section 8.1. Events of Default. Any one or more of the following shall constitute an Event of Default: (a) default (x) in the payment when due of the principal amount of any Loan or of any Reimbursement Obligation or (y) for a period of three (3) days in the payment when due of interest or of any other Obligation; (b) default by the Borrower, the Parent or any Subsidiary in the observance or performance of any covenant set forth in the first sentence of Section 7.1, Section 7.6(c), 7.9 through 7.12, or 7.14 through 7.21 hereof; (c) default by the Borrower, the Parent or any Subsidiary in the observance or performance of any provision hereof or of any other Credit Document not mentioned in (a) or (b) above, which is not remedied within thirty (30) days after notice thereof to the Parent by the Administrative Agent (acting at the request of any Bank); (d) (i) failure to pay when due Indebtedness in an aggregate principal amount of $1,000,000 or more of the Borrower, Parent or any Subsidiary or (ii) default shall occur under one or more indentures, agreements or other instruments under which any Indebtedness of the Borrower, the Parent or any Subsidiary in an aggregate principal amount of $1,000,000 or more is outstanding and such default shall continue for a period of time sufficient to permit the holder or beneficiary of such Indebtedness or a trustee therefor to cause the acceleration of the maturity of any such Indebtedness or any mandatory unscheduled prepayment, purchase or funding thereof; (e) any representation or warranty made herein or in any other Credit Document by the Borrower, the Parent or any Subsidiary, or in any statement or certificate furnished pursuant hereto or pursuant to any other Credit Document by the Borrower, the Parent or any Subsidiary, or in connection with any Credit Document, shall be untrue in any material respect as of the date of the issuance or making, or deemed making or issuance, thereof; (f) the Borrower, the Parent or any Subsidiary shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, or any analogous action is taken under any other applicable law relating to bankruptcy or insolvency, (ii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail within the time allowed therefor to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action (such as the passage by the board of directors of a resolution) in furtherance of any matter described in parts (i)-(v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 8.1(g) hereof; (g) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower, the Parent or any Subsidiary or any substantial part of any of their Property, or a proceeding described in Section 8.1(f)(v) shall be instituted against the Borrower, the Parent or any Subsidiary, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) days; (h) the Borrower, the Parent or any Subsidiary shall fail within thirty (30) days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $2,500,000, which is not stayed on appeal or otherwise being appropriately contested in good faith in a manner that stays execution thereon; (i) the Parent or any other member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $200,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $200,000 (collectively, a "Material Plan") shall be filed under Title IV of ERISA by the Parent or any Subsidiary or any other member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Material Plan against the Parent or any other member of the Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30) days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; (j) the Borrower, the Parent or any Subsidiary, or any Person acting on behalf of the Borrower, the Parent or a Subsidiary, or any governmental authority challenges the validity of any Credit Document or the Borrower's, the Parent's or a Subsidiary's obligations thereunder or any Credit Document ceases to be in full force and effect; (k) an "Event of Default" (as defined in the Indenture) shall have occurred and be continuing; or (l) a Change of Control shall have occurred. Section 8.2. Non-Bankruptcy Defaults. When any Event of Default other than those described in subsections (f) or (g) of Section 8.1 hereof has occurred and is continuing, the Administrative Agent shall, by written notice to the Parent: (a) if so directed by the Required Banks, terminate the remaining Commitments and all other obligations of the Banks hereunder on the date stated in such notice (which may be the date thereof); (b) if so directed by the Required Banks, declare the principal of and the accrued interest on all outstanding Loans and all other amounts due under the Credit Documents to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Credit Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Banks, demand that the Borrower immediately pay to the Administrative Agent, subject to Section 8.4, the full amount then available for drawing under each or any Letter of Credit, and the Borrower agrees to immediately make such payment and acknowledges and agrees that the Banks would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Administrative Agent, for the benefit of the Banks, shall have the right to require the Borrower to specifically perform such undertaking whether or not any drawings or other demands for payment have been made under any Letter of Credit. The Administrative Agent, after giving notice to the Borrower pursuant to Section 8.1(c) or this Section 8.2, shall also promptly send a copy of such notice to the other Banks, but the failure to do so shall not impair or annul the effect of such notice. Section 8.3. Bankruptcy Defaults. When any Event of Default described in subsections (f) or (g) of Section 8.1 hereof has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Credit Documents without presentment, demand, protest or notice of any kind, the obligation of the Banks to extend further credit pursuant to any of the terms hereof shall immediately terminate and the Borrower shall immediately pay to the Administrative Agent, subject to Section 8.4, the full amount then available for drawing under all outstanding Letters of Credit, the Borrower acknowledging that the Banks would not have an adequate remedy at law for failure by the Borrower to honor any such demand and that the Banks, and the Administrative Agent on their behalf, shall have the right to require the Borrower to specifically perform such undertaking whether or not any draws or other demands for payment have been made under any of the Letters of Credit. Section 8.4. Collateral for Undrawn Letters of Credit. (a) If the payment or prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 8.2 or 8.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below. (b) All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in a separate collateral account (such account, and the credit balances, properties and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the "Account") as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the Administrative Agent, and to the payment of the unpaid balance of any Loans and all other Obligations. The Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent and the Banks. If and when requested by the Borrower, the Administrative Agent shall invest funds held in the Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Account when and as required to make payments out of the Account for application to amounts due and owing from the Borrower to the Administrative Agent or Banks; provided, however, that if (i) the Borrower shall have made payment of all Obligations, (ii) all relevant preference or other disgorgement periods relating to the receipt of such payments have passed, and (iii) no Letters of Credit, Commitments, Loans or other Obligations remain outstanding hereunder, then the Administrative Agent shall repay to the Borrower any remaining amounts held in the Account. Section 8.5. Notice of Default. The Administrative Agent shall give notice to the Borrower under Section 8.1(c) hereof promptly upon being requested to do so by any Bank and shall thereupon notify all the Banks thereof. Section 8.6. Expenses. The Borrower agrees to pay to the Administrative Agent and each Bank, and any other holder of any Note outstanding hereunder, all expenses reasonably incurred or paid by the Administrative Agent and such Bank or any such holder, including reasonable attorneys' fees and court costs, in connection with any Default or Event of Default by the Borrower hereunder or in connection with the enforcement of any of the Credit Documents. Section 9. Change in Circumstances. Section 9.1. Change of Law. Notwithstanding any other provisions of this Agreement or any Note, if at any time after the date hereof any change in applicable law or regulation or in the interpretation thereof makes it unlawful for any Bank to make or continue to maintain Eurocurrency Loans or to perform its obligations as contemplated hereby, such Bank shall promptly give notice thereof to the Borrower and such Bank's obligations to make or maintain Eurocurrency Loans under this Agreement shall terminate until it is no longer unlawful for such Bank to make or maintain Eurocurrency Loans. The Borrower shall prepay on demand the outstanding principal amount of any such affected Eurocurrency Loans, together with all interest accrued thereon at a rate per annum equal to the interest rate applicable to such Loan; provided, however, subject to all of the terms and conditions of this Agreement, the Borrower may then elect to borrow the principal amount of the affected Eurocurrency Loans from such Bank by means of Domestic Rate Loans from such Bank, which Domestic Rate Loans shall not be made ratably by the Banks but only from such affected Bank. Section 9.2. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurocurrency Loans: (a) the Administrative Agent determines that deposits in U.S. Dollars or the applicable Alternative Currency (in the applicable amounts) are not being offered to it in the eurocurrency interbank market for such Interest Period, or that by reason of circumstances affecting the interbank eurocurrency market adequate and reasonable means do not exist for ascertaining the applicable LIBOR, or (b) Banks having 51% or more of the aggregate amount of the Commitment reasonably determine and so advise the Administrative Agent that LIBOR as reasonably determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks or Bank of funding their or its Eurocurrency Loans or Loan for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks or of the relevant Bank to make Eurocurrency Loans in the currency so affected shall be suspended; provided that such suspension shall have no effect on any Eurocurrency Loan then outstanding. Section 9.3. Increased Cost and Reduced Return. (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) of any such authority, central bank or comparable agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank's principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, capital or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurocurrency Loans any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition affecting its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurocurrency Loans, to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of making or maintaining any Eurocurrency Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction; provided, however, that such Bank shall promptly notify the Borrower of an event which might cause it to seek compensation, and the Borrower shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to Borrower without interest. (b) Each Bank that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 9.3 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Section 9.4. Lending Offices. Each Bank may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified on the appropriate signature page hereof (each a "Lending Office") for each type of Loan available hereunder or at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to the Borrower and the Administrative Agent. Section 9.5. Discretion of Bank as to Manner of Funding. Notwithstanding any other provision of this Agreement, each Bank shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if each Bank had actually funded and maintained each Eurocurrency Loan through the purchase of deposits of U.S. Dollars or the applicable Alternative Currency in the eurocurrency interbank market having a maturity corresponding to such Loan's Interest Period and bearing an interest rate equal to LIBOR for such Interest Period. Section 10.The Administrative Agent. Section 10.1. Appointment and Authorization of Administrative Agent. Each Bank hereby appoints Harris Trust and Savings Bank as the Administrative Agent under the Credit Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Section 10.2. Administrative Agent and its Affiliates. The Administrative Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any other Bank and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and the Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not the Administrative Agent under the Credit Documents. The term "Bank" as used herein and in all other Credit Documents, unless the context otherwise clearly requires, includes the Administrative Agent in its individual capacity as a Bank. References in Section 1 hereof to the Administrative Agent's Loans, or to the amount owing to the Administrative Agent for which an interest rate is being determined, refer to the Administrative Agent in its individual capacity as a Bank. Section 10.3. Action by Administrative Agent. If the Administrative Agent receives from the Borrower a written notice of an Event of Default pursuant to Section 7.6(c) hereof, the Administrative Agent shall promptly give each of the Banks written notice thereof. The obligations of the Administrative Agent under the Credit Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 8.2 and 8.5. In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Credit Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Credit Document unless it shall be first indemnified to its reasonable satisfaction by the Banks against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified to the contrary by a Bank or the Borrower. In all cases in which this Agreement and the other Credit Documents do not require the Administrative Agent to take certain actions, the Administrative Agent shall be fully justified in using its discretion in failing to take or in taking any action hereunder and thereunder. Section 10.4. Consultation with Experts. The Administrative Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. Section 10.5. Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys- in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and the Guarantors, and the Administrative Agent shall have no liability to any Bank with respect thereto. Section 10.6. Indemnity. The Banks shall ratably, in accordance with their respective Percentages, indemnify and hold the Administrative Agent, and its directors, officers, employees, agents and representatives harmless from and against any liabilities, losses, costs or expenses suffered or incurred by it under any Credit Document or in connection with the transactions contemplated thereby, regardless of when asserted or arising, except to the extent they are promptly reimbursed for the same by the Borrower and except to the extent that any event giving rise to a claim was caused by the gross negligence or willful misconduct of the party seeking to be indemnified. The obligations of the Banks under this Section 10.6 shall survive termination of this Agreement. Section 10.7. Resignation of Administrative Agent and Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation of the Administrative Agent, the Required Banks shall have the right to appoint a successor Administrative Agent with the consent of the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Banks, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks and with the consent of the Borrower, appoint a successor Administrative Agent, which shall be any Bank hereunder or any commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $200,000,000. Upon the acceptance of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Administrative Agent under the Credit Documents, and the retiring Administrative Agent shall be discharged from its duties and obligations thereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 10 and all protective provisions of the other Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. Section 11.The Guarantees. Section 11.1. The Guarantees. To induce the Banks to provide the credits described herein and in consideration of benefits expected to accrue to each Guarantor by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Guarantor hereby unconditionally and irrevocably guarantees jointly and severally to the Administrative Agent, the Banks, and each other holder of an Obligation, the due and punctual payment of all present and future indebtedness of the Borrower evidenced by or arising out of the Credit Documents, including, but not limited to, the due and punctual payment of principal of and interest on the Notes and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Credit Documents as and when the same shall become due and payable, whether at stated maturity, by acceleration or otherwise, according to the terms hereof and thereof. In case of failure by the Borrower punctually to pay any indebtedness or other Obligations guaranteed hereby, each Guarantor hereby unconditionally agrees jointly and severally to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration or otherwise, and as if such payment were made by the Borrower. Section 11.2. Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Section 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or of any other Guarantor under this Agreement or any other Credit Document or by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement or any other Credit Document; (c) any change in the corporate existence, structure or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting, the Borrower, any other Guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or of any other Guarantor contained in any Credit Document; (d) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Administrative Agent, any Bank or any other Person, whether or not arising in connection herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrower, any other Guarantor or any other Person or Property; (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower, regardless of what obligations of the Borrower remain unpaid; (g) any invalidity or unenforceability relating to or against the Borrower or any other Guarantor for any reason of this Agreement or of any other Credit Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Note or any other amount payable by it under the Credit Documents; or (h) any other act or omission to act or delay of any kind by the Administrative Agent, any Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of the Guarantor under this Section 11. Section 11.3. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances. Each Guarantor's obligations under this Section 11 shall remain in full force and effect until the Commitments are terminated and the principal of and interest on the Notes and all other amounts payable by the Borrower under this Agreement and all other Credit Documents shall have been paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Borrower under the Credit Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or of a Guarantor, or otherwise, each Guarantor's obligations under this Section 11 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time. Section 11.4. Waivers. (a) General. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by the Administrative Agent, any Bank or any other Person against the Borrower, another Guarantor or any other Person. (b) Subrogation and Contribution. Unless and until the Obligations have been fully paid and satisfied and the Commitments have terminated, each Guarantor hereby irrevocably waives any claim or other right it may now or hereafter acquire against the Borrower or any other Guarantor that arises from the existence, payment, performance or enforcement of such Guarantor's obligations under this Section 11 or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of the Administrative Agent, any Bank or any other holder of an Obligation against the Borrower or any other Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Guarantor directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other right. Section 11.5. Limit on Recovery. Notwithstanding any other provision hereof, the right to recovery of the holders of the Obligations against each Guarantor under this Section 11 shall not exceed $1.00 less than the amount which would render such Guarantor's obligations under this Section 11 void or voidable under applicable law, including without limitation fraudulent conveyance law. Section 11.6. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower under this Agreement or any other Credit Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of this Agreement or the other Credit Documents shall nonetheless be payable jointly and severally by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of the Required Banks. Section 12.Miscellaneous. Section 12.1. Payments Free of Withholding Taxes. Except as otherwise required by law, each payment by the Borrower and each Guarantor under this Agreement or the other Credit Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or relevant Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Bank and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Bank or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Bank pays any amount in respect of any such taxes, penalties or interest the Borrower shall reimburse the Administrative Agent or that Bank for that payment on demand in the currency in which such payment was made. If the Borrower or any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment. If any Bank or the Administrative Agent determines it has received or been granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by it because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced by such a tax receipt, such Bank or Administrative Agent shall, to the extent it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Bank or Administrative Agent determines is attributable to such deduction or withholding and which will leave such Bank or Administrative Agent (after such payment) in no better or worse position than it would have been in if the Borrower had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the Administrative Agent to disclose any information relating to its tax affairs or any computations in connection with such taxes. Section 12.2. No Waiver of Rights. No delay or failure on the part of the Administrative Agent or any Bank or on the part of the holder or holders of any Note in the exercise of any power or right under any Credit Document shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise thereof preclude any other or further exercise of any other power or right, and the rights and remedies hereunder of the Administrative Agent, the Banks and the holder or holders of any Notes are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have. Section 12.3. Non-Business Day. If any payment of principal or interest on any Loan or of any other Obligation shall fall due on a day which is not a Business Day, interest or fees (as applicable) at the rate, if any, such Loan or other Obligation bears for the period prior to maturity shall continue to accrue on such Obligation from the stated due date thereof to but not including the next succeeding Business Day, on which the same shall be payable. Section 12.4. Documentary Taxes. The Borrower agrees that it will pay any documentary, stamp or similar taxes payable in respect to any Credit Document, including interest and penalties, in the event any such taxes are assessed, irrespective of when such assessment is made and whether or not any credit is then in use or available hereunder. Section 12.5. Survival of Representations. All representations and warranties made herein or in certificates given pursuant hereto shall survive the execution and delivery of this Agreement and the other Credit Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder. Section 12.6. Survival of Indemnities. All indemnities and all other provisions relative to reimbursement to the Banks of amounts sufficient to protect the yield of the Banks with respect to the Loans, including, but not limited to, Section 1.11, Section 9.3 and Section 12.15 hereof, shall survive the termination of this Agreement and the other Credit Documents and the payment of the Loans and all other Obligations. Section 12.7. Sharing of Set-Off. Each Bank agrees with each other Bank a party hereto that if such Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise ("Set-off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such obligations then outstanding to the Banks, then such Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess payment ratably with all the other Banks; provided, however, that if any such purchase is made by any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section 12.7, amounts owed to or recovered by, the Administrative Agent in connection with Reimbursement Obligations in which Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the Administrative Agent as a Bank hereunder. Section 12.8. Notices. Except as otherwise specified herein, all notices under the Credit Documents shall be in writing (including telecopy or other electronic communication) and shall be given to a party hereunder at its address or telecopier number set forth below or such other address or telecopier number as such party may hereafter specify by notice to the Administrative Agent and the Borrower, given by courier, by United States certified or registered mail, or by other telecommunication device capable of creating a written record of such notice and its receipt. Notices under the Credit Documents to the Banks and the Administrative Agent shall be addressed to their respective addresses, telecopier or telephone numbers set forth on the signature pages hereof, and to the Borrower and the Guarantors to: Jones Lang LaSalle Finance B.V. c/o Jones Lang LaSalle Incorporated 200 East Randolph Street Chicago, Illinois 60601 Attention: Brian P. Hake Telecopy: (312) 228-0980 Telephone: (312) 228-2522 with a copy of notices of Defaults and Events of Defaults to: Hagan & Associates 200 East Randolph Street Chicago, Illinois 60601 Attention: Robert K. Hagan and Fritz E. Freidinger Telecopy: (312) 228-2050 Telephone: (312) 228-0982 Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number specified in this Section 12.8 or on the signature pages hereof and a confirmation of receipt of such telecopy has been received by the sender, (ii) if given by courier, when delivered, (iii) if given by mail, three business days after such communication is deposited in the mail, registered with return receipt requested, addressed as aforesaid or (iv) if given by any other means, when delivered at the addresses specified in this Section 12.8 or on the signature pages hereof; provided that any notice given pursuant to Section 1 hereof shall be effective only upon receipt. Section 12.9. Counterparts. This Agreement may be executed in any number of counterpart signature pages, and by the different parties on different counterparts, each of which when executed shall be deemed an original but all such counterparts taken together shall constitute one and the same instrument. Section 12.10. Successors and Assigns. This Agreement shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of each of the Banks and the benefit of their respective successors and assigns, including any subsequent holder of any Note. The Borrower may not assign any of its rights or obligations under any Credit Document without the written consent of all of the Banks. Section 12.11. Participants. Each Bank shall have the right at its own cost to grant participations (to be evidenced by one or more agreements or certificates of participation) in the Loans made and Reimbursement Obligations and/or Commitments held by such Bank at any time and from time to time to one or more other Persons; provided that no such participation shall relieve any Bank of any of its obligations under this Agreement, and, provided, further that no such participant shall have any rights under this Agreement except as provided in this Section 12.11, and the Administrative Agent shall have no obligation or responsibility to such participant. Any agreement pursuant to which such participation is granted shall provide that the granting Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower and Guarantors under this Agreement and the other Credit Documents including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Documents, except that such agreement may provide that such Bank will not agree to any modification, amendment or waiver of the Credit Documents that would reduce the amount of or postpone any fixed date for payment of any Obligation in which such participant has an interest or release (other than pursuant to the terms hereof) any Guarantor from its guaranty of any Obligations. Any party to which such a participation has been granted shall have the benefits of Section 1.11 and Section 9.3 hereof. Section 12.12. Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, to assign, transfer or negotiate all or any part of its rights and obligations under the Credit Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more Persons, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Credit Documents; provided that each such assignment is in an amount of at least $5,000,000 or the entire Commitment of such Bank; provided further that (i) the consent of the Borrower to any such assignment shall not be required during the continuance of an Event of Default and (ii) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee is an Affiliate of the assigning Bank. Each such assignment shall set forth the assignee's address for notices to be given under Section 12.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the payment of a $3,500 recordation fee to the Administrative Agent, the assignee shall become a Bank hereunder, all Loans, participations in Letters of Credit and the Commitment it thereby holds shall be governed by all the terms and conditions hereof and the Bank granting such assignment shall have its Commitment, and its obligations and rights in connection therewith, reduced by the amount of such assignment. At the time of the assignment the Borrower shall execute and deliver to the assignor and/or assignee new Notes. (b) Any Bank may at any time, without the consent of the Borrower or Administrative Agent, assign all or a portion of its rights under the Credit Documents to a Federal Reserve Bank; provided, however, that no such assignment shall release the transferor Bank from its obligations hereunder or cause such Federal Reserve Bank to become a "Bank" hereunder. Section 12.13. Amendments. Any provision of the Credit Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by (a) the Borrower, (b) the Required Banks, and (c) if the rights or duties of the Administrative Agent are affected thereby, the Administrative Agent; provided that: (i) no amendment or waiver pursuant to this Section 12.13 shall (A) increase or extend any Commitment of any Bank without the consent of such Bank or (B) reduce the amount of or postpone any fixed date for payment of any principal of or interest on any Loan or Reimbursement Obligation or of any fee payable hereunder without the consent of each Bank; (ii) no amendment or waiver pursuant to this Section 12.13 shall, unless signed by each Bank, change any provision of this Section 12.13, or the definition of Required Banks, or affect the number of Banks required to take any action under the Credit Documents, or release (other than pursuant to the terms hereof) any Guarantor from its guaranty of any Obligations; and (iii) no amendment or waiver pursuant to this Section 12.13 shall, unless signed by Harris Bank, change any provision of Section 1.3 or alter its rights or obligations with respect to Swingline Loans. Section 12.14. Headings. Section headings used in this Agreement are for reference only and shall not affect the construction of this Agreement. Section 12.15. Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation and negotiation of the Credit Documents, including without limitation, the reasonable fees and disbursements of Chapman and Cutler, counsel to the Administrative Agent, in connection with the preparation and execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify each Bank, the Administrative Agent, and their respective directors, officers and employees, against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto) which any of them may incur or reasonably pay arising out of or relating to any Credit Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Bank at any time, shall reimburse the Administrative Agent or Bank for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. Section 12.16. Set Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Bank and each subsequent holder of any Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time, without notice to the Borrower, to the Guarantors or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in whatever currency denominated) and any other indebtedness at any time held or owing by that Bank or that subsequent holder to or for the credit or the account of the Borrower or any Guarantor, whether or not matured, against and on account of the obligations and liabilities of the Borrower or any Guarantor to that Bank or that subsequent holder under the Credit Documents, including, but not limited to, all claims of any nature or description arising out of or connected with the Credit Documents, irrespective of whether or not (a) that Bank or that subsequent holder shall have made any demand hereunder or (b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall have become due and payable pursuant to Section 8 and although said obligations and liabilities, or any of them, may be contingent or unmatured. Section 12.17. Currency. Each reference in this Agreement to U.S. Dollars or to an Alternative Currency (the "relevant currency") is of the essence. To the fullest extent permitted by law, the obligation of the Borrower and each Guarantor in respect of any amount due in the relevant currency under this Agreement shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the Person entitled to receive such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such Person receives such payment. If the amount of the relevant currency so purchased is less than the sum originally due to such Person in the relevant currency, the Borrower or relevant Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Person against such loss, and if the amount of the specified currency so purchased exceeds the sum of (a) the amount originally due to the relevant Person in the specified currency plus (b) any amounts shared with other Banks as a result of allocations of such excess as a disproportionate payment to such Person under Section 12.7 hereof, such Person agrees to remit such excess to the Borrower. Section 12.18. Entire Agreement. The Credit Documents constitute the entire understanding of the parties thereto with respect to the subject matter thereof and any prior or contemporaneous agreements, whether written or oral, with respect thereto are superseded thereby. Section 12.19. Governing Law. This Agreement and the other Credit Documents, and the rights and duties of the parties hereto, shall be construed and determined in accordance with the internal laws of the State of Illinois. Section 12.20. Submission to Jurisdiction; Waiver of Jury Trial. The Borrower and each Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all legal proceedings arising out of or relating to this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT, AND EACH BANK HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. The Borrower and each Guarantor (other than the Parent) hereby irrevocably designates, appoints and empowers the Parent as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the Parent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. The Borrower and each Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Credit Document that service of process was in any way invalid or ineffective. Nothing herein shall affect the right of the Administrative Agent, any Bank or the holder of any Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower or any Guarantor in any other jurisdiction. Section 12.21. Limitation of Liability.. In addition to, and not in limitation of, any limitation on liability provided by law or by any contract, agreement, instrument or document, the liability of each Guarantor that is a partnership shall be limited to the assets of such Guarantor, and no present or future partner of any such Guarantor shall have any personal liability under this Agreement, except if such partner is itself a Guarantor or the Borrower Section 12.22. Confidentiality. Each Bank agrees to keep confidential any confidential written information provided to it by or on behalf of the Borrower or the Parent pursuant to or in connection with this Agreement; provided that nothing herein shall prevent any Bank from disclosing any such information (i) to the Administrative Agent or any other Bank, (ii) to any participant or assignee or prospective participant or assignee so long as such participant or assignee or prospective participant or assignee agrees in writing to the requirement that such information be kept confidential in the manner contemplated by this Section 12.22, (iii) to its employees involved in the administration of this Agreement, directors, attorneys, accountants and other professional advisors (each of which shall be instructed to hold the same in confidence), (iv) in response to the request or demand of any governmental authority, (v) in response to any order of any court or other governmental authority or as may otherwise be required pursuant to any law, regulation or legal process provided, however, that such Bank, to the extent legally permitted to do so, will use its best efforts to notify the Parent prior to any disclosure of information contemplated by this subparagraph (v), (vi) which has been publicly disclosed other than in breach of this Agreement, or (vii) in connection with the exercise of any remedy hereunder or under any Credit Document. 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/ Brian P. Hake Title Director JONES LANG LASALLE INCORPORATED, as Guarantor By /s/ Brian P. Hake Title Treasurer JONES LANG LASALLE CO-INVESTMENT, INC., as Guarantor By /s/ Brian P. Hake Title Treasurer JONES LANG LASALLE INTERNATIONAL, INC., as Guarantor By /s/ Brian P. Hake Title Treasurer LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By /s/ Brian P. Hake Title Treasurer JONES LANG LASALLE AMERICAS, INC., as Guarantor By /s/ Brian P. Hake Title Treasurer LASALLE HOTEL ADVISORS, INC., as Guarantor By /s/ Brian P. Hake Title Treasurer JONES LANG LASALLE LIMITED, as Guarantor By /s/ Brian P. Hake Title Authorized Signer Accepted and Agreed to as of the day and year last above written. Address and Amount of Commitments: Address: Harris Trust and Savings Bank, in its individual capacity as a Bank and as Administrative Agent By /s/ Peter B. McNitt Title: Executive Vice President 111 West Monroe Street Chicago, Illinois 60690 Attn.: Scott Geik Telecopy: (312) 293-4856 Telephone: (312) 461-2801 Lending Offices: Domestic Rate Loans: 111 West Monroe Street Chicago, Illinois 60690 Attn.: Scott Geik Eurocurrency Loans: 111 West Monroe Street Chicago, Illinois 60690 Attn.: Scott Geik BANK ONE, NA (Main Office Chicago) By /s/ Kenneth S. Nelson Title Senior Vice President Address: 1 Bank One, Suite ILI-0349 Chicago, Illinois 60670 Attn: Ken Nelson Telecopy: (312) 732-1117 Telephone: (312) 732-6430 Lending Offices: Domestic Rate Loans: 1 Bank One Plaza, ILI-0349 Chicago, Illinois 60670 Attn: Ken Nelson Eurocurrency Loans: 1 Bank One Plaza, ILI-0349 Chicago, Illinois 60670 Attn: Ken Nelson THE CHASE MANHATTAN BANK By /s/ Charles E. Hoagland Title Vice President Address: 270 Park Avenue, 31st Floor New York, New York 10017 Attn.: Charles Hoagland Telecopy: (212) 270-9557 Telephone: (212) 270-3513 Telecopy: (212) 270-9557 Telephone: (212) 270-3513 Lending Offices: Domestic Rate Loans: 270 Park Avenue, 31st Floor New York, New York 10017 Attn.: Charles Hoagland Eurocurrency Loans: 270 Park Avenue, 31st Floor New York, New York 10017 Attn.: Charles Hoagland LASALLE BANK NATIONAL ASSOCIATION By: /s/ Julie Anne Eck Title Assistant Vice President Address: 135 South LaSalle Street Chicago, Illinois 60603 Attn.: Julie Eck Telecopy: (312) 904-6691 Telephone: (312) 904-8625 Lending Offices: Domestic Rate Loans: 135 South LaSalle Street Chicago, Illinois 60603 Attn: Julie Eck Eurocurrency Loans: 135 South LaSalle Street Chicago, Illinois 60603 Attn: Julie Eck BANK OF AMERICA, N.A. By /s/ Christine M. Tierney Title Senior Vice President Address: 231 South LaSalle Street Chicago, Illinois 60697 Attn.: Christine Tierney and Adam M. Goettsche Telecopy: (312) 828-1974 Telephone: (312) 828-5470 Lending Offices: Domestic Rate Loans: 231 South LaSalle Street Chicago, Illinois 60697 Attn.: Christine Tierney and Adam M. Goettsche Eurocurrency Loans: 231 South LaSalle Street Chicago, Illinois 60697 Attn.: Christine Tierney and Adam M. Goettsche FIRSTAR BANK, N.A. By /s/ Richard Neltner Title Senior Vice President Address: 425 Walnut Street, 8th Floor Cincinnati, Ohio 45202 Attn.: Patrick McGraw Telecopy: (513) 632-2068 Telephone: (513) 632-3032 Lending Offices: Domestic Rate Loans: 425 Walnut Street, 8th Floor Cincinnati, Ohio 45202 Attn.: Patrick McGraw Eurocurrency Loans: 425 Walnut Street, 8th Floor Cincinnati, Ohio 45202 Attn.: Patrick McGraw ROYAL BANK OF SCOTLAND PLC By /s/ Hugh Davies Title Senior Relationship Manager Address: London Corporate Center 62/63 Threadneedle Street EC2R 8LA Attn.: Hugh Davies Telecopy: 44 171 615 0869 Telephone: 44 171 615 1845 Lending Offices: Domestic Rate Loans: London Corporate Center 62/63 Threadneedle Street EC2R 8LA Attn.: Hugh Davies Eurocurrency Loans: London Corporate Center 62/63 Threadneedle Street EC2R 8LA Attn.: Hugh Davies NATIONAL WESTMINSTER BANK PLC New York Branch By /s/ Simon Prideaux Title Senior Manager Nassau Branch By /s/ Simon Prideaux Title Senior Manager Address: One Princes Street 2nd Floor London, England EC2R8PB Attn.: Simon Prideaux Telecopy: 01-44-(0) 207-714-5723 Telephone: 011-44-(0) 207-551-1049 Lending Offices: Domestic Rate Loans: 65 East 55th Street, 24th Floor New York, NY 10022 Attn.: Sheila Shaw Vice President Eurocurrency Loans: Commercial Loans, NatWest Kings Cross House 200 Rentonville Road London, NI 9HL U.K. Attn.: Karl Salesse, Manager THE BANK OF EAST ASIA LIMITED By /s/ Viana Ng Title Deputy General Manager By /s/ Jay F. Chen Title Senior Credit Officer Address: 202 Canal Street, 2nd Floor New York, NY 10013 Attn.: Viana Ng and Jay Chen Telecopy: (212) 238-3211 Telephone: (212) 219-8293 Lending Offices: Domestic Rate Loans: 202 Canal Street, 2nd Floor New York, NY 10013 Attn.: Viana Ng and Jay Chen Eurocurrency Loans: 202 Canal Street, 2nd Floor New York, NY 10013 Attn.: Viana Ng and Jay Chen THE BANK OF NEW YORK By /s/ Richard A. Raffetto Title Vice President Address: One Wall Street, 19th Floor New York, NY 10286 Attn.: Richard Raffetto Telecopy: (212) 635-1208 Telephone: (212) 635-8044 Lending Offices: Domestic Rate Loans: One Wall Street, 19th Floor New York, NY 10286 Attn.: Richard Raffetto Eurocurrency Loans: One Wall Street, 19th Floor New York, NY 10286 Attn.: Richard Raffetto MICHIGAN NATIONAL BANK By /s/ Lisa D. McKinnon Title Vice President Address: 27777 Inkster Road Farmington Hills, Michigan 48333-9065 Attn.: Lisa McKinnon Telecopy: (248) 473-4345 Telephone: (248) 473-4395 Lending Offices: Domestic Rate Loans: 27777 Inkster Road Farmington Hills, Michigan 48333-9065 Attn.: Lisa McKinnon Eurocurrency Loans: 27777 Inkster Road Farmington Hills, Michigan 48333-9065 Attn.: Lisa McKinnon THE NORTHERN TRUST COMPANY By /s/ Mark Hale Title Vice President Address: 50 South LaSalle Street Chicago, Illinois 60675 Attn.: Mark Hale Telecopy: (312) 444-7028 Telephone: (312) 630-8944 Lending Offices: Domestic Rate Loans: 50 South LaSalle Street Chicago, Illinois 60675 Attn.: Mark Hale Eurocurrency Loans: 50 South LaSalle Street Chicago, Illinois 60675 Attn.: Mark Hale BANK HAPOALIM B.M. By /s/ Thomas J. Hepperle Title Vice President By /s/ Phillip E. Gansch Title Vice President Address: 225 North Michigan Avenue Suite 900 Chicago, IL 60601 Attn.: Michael Byrne Telecopy: (312) 228-6490 Telephone: (312) 228-6410 Lending Offices: Domestic Rate Loans: 225 North Michigan Avenue, Suite 900 Chicago, IL 60601 Attn.: Michael Byrne Eurocurrency Loans: 225 North Michigan Avenue, Suite 900 Chicago, IL 60601 Attn.: Michael Byrne U.S. BANK NATIONAL ASSOCIATION By /s/ R. Michael Newton Title Vice President Address: 111 West Wacker Drive Suite 3000 Chicago, IL 60601 Attn.: R. Michael Newton Telecopy: (312) 228-9403 Telephone: (312) 228-9405 Lending Offices: Domestic Rate Loans: U.S. Bank Place MPFP 0702 601 Second Ave. South Minneapolis, MN 55402-4302 Attn.: Brenda K. Everson Eurocurrency Loans: U.S. Bank Place MPFP 0702 601 Second Ave. South Minneapolis, MN 55402-4302 Attn.: Brenda K. Everson EXHIBIT A-1 REVOLVING NOTE ________________, _____ For Value Received, the undersigned, Jones Lang LaSalle Finance B.V., a private company with limited liability organized under the laws of The Netherlands (the "Borrower"), promises to pay to the order of ________________________ (the "Bank") on the Revolving Credit Termination Date of the hereinafter defined Credit Agreement, at the principal office of Harris Trust and Savings Bank, in Chicago, Illinois, (or in the case of Eurocurrency Loans denominated in an Alternative Currency, at such office as the Administrative Agent has previously notified the Borrower) in the currency of such Revolving Loan in accordance with Section 3.1 of the Credit Agreement, the aggregate unpaid principal amount of all Revolving Loans made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, each Revolving Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Revolving Loan is a Domestic Rate Loan or a Eurocurrency Loan, the currency thereof and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay all Revolving Loans made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Revolving Notes referred to in the Second Amended and Restated Multicurrency Credit Agreement dated as of July 26, 2000, among the Borrower, the Guarantors party thereto, Harris Trust and Savings Bank, as Administrative Agent, and the Banks party thereto (as amended from time to time, the "Credit Agreement"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. Jones Lang LaSalle Finance B.V. By Title EXHIBIT A-2 TERM NOTE ________________, _____ For Value Received, the undersigned, Jones Lang LaSalle Finance B.V., a private company with limited liability organized under the laws of The Netherlands (the "Borrower"), promises to pay to the order of ________________________ (the "Bank") on the Term Loan Maturity Date of the hereinafter defined Credit Agreement, at the principal office of Harris Trust and Savings Bank, in Chicago, Illinois, in the currency of such Term Loan in accordance with Section 3.1 of the Credit Agreement, the aggregate unpaid principal amount of the Term Loan made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal amount of the Term Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement. The Bank shall record on its books or records or on a schedule attached to this Note, which is a part hereof, the Term Loan made by it pursuant to the Credit Agreement, together with all payments of principal and interest and the principal balances from time to time outstanding hereon, whether the Term Loan is a Domestic Rate Loan or a Eurocurrency Loan, the currency thereof and the interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to this Note. The record thereof, whether shown on such books or records or on a schedule to this Note, shall be prima facie evidence of the same, provided, however, that the failure of the Bank to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Borrower to repay the Term Loan made to it pursuant to the Credit Agreement together with accrued interest thereon. This Note is one of the Term Notes referred to in the Second Amended and Restated Multicurrency Credit Agreement dated as of July 26, 2000, among the Borrower, the Guarantors party thereto, Harris Trust and Savings Bank, as Administrative Agent, and the Banks party thereto (as amended from time to time, the "Credit Agreement"), and this Note and the holder hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois. Prepayments may be made hereon and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. Jones Lang LaSalle Finance B.V. By Title EXHIBIT B COMPLIANCE CERTIFICATE This Compliance Certificate is furnished to Harris Trust and Savings Bank, as Administrative Agent, pursuant to the Second Amended and Restated Multicurrency Credit Agreement (the "Credit Agreement") dated as of July 26, 2000, by and among Jones Lang LaSalle Finance B.V., the Banks signatory thereto and Harris Trust and Savings Bank as Administrative Agent. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected or appointed ________________ of Jones Lang LaSalle Incorporated; 2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Jones Lang LaSalle Incorporated and its Subsidiaries during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and 4. The representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects as though made on the date hereof (other than those made solely as of an earlier date, which need only remain true as of such date), taking into account any amendments to such Section (including without limitation any amendments to the Schedules referenced therein) made after the date of the Credit Agreement in accordance with its provisions. 5. Schedule 1 attached hereto sets forth financial data and computations evidencing compliance with certain covenants of the Credit Agreement, all of which data and computations are true, complete and correct. All computations are made in accordance with the terms of the Credit Agreement. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Parent has taken, is taking, or proposes to take with respect to each such condition or event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ The foregoing certifications, together with the computations set forth in Schedule 1 hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this __________ day of _____________, _____. __________________________________ 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 October 27, 1999 $____________ Name Amount ---- ------ ___________ ___________ ___________ ___________ ___________ ___________ B. The portion of Investments listed in Section 1A$____________ that have been disposed of Name Amount ---- ------ ___________ ___________ ___________ ___________ ___________ ___________ C. Line 1A minus Line 1B $____________ (must not exceed $150,000,000) 2. Section 7.15 (Consolidated Net Worth) A. Total stockholder's equity of the Parent $____________ and its Restricted Subsidiaries (must be equal to or greater than $___________) 3. Section 7.16 (Total Funded Debt to Adjusted EBITDA) A. Indebtedness 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) transition costs in connection $____________ with Compass Acquisition (v) non-cash contributions and $____________ accruals to deferred profit sharing or compensation plans (vi) transaction costs in connection $____________ with JLW Acquisition and Integration Plan D. Sum of Lines 3B, 3C(i), 3C(ii), 3C(iii), $____________ 3C(iv), 3C(v), 3C(vi) and 3C(vii) "Adjusted EBITDA") E. Ratio of Line 3A to Line 3D (not to exceed ______ to 1.00 ____ to 1.00) 4. Section 7.17 (Total Senior Funded Debt to Adjusted EBITDA) A. Indebtedness of the Parent $____________ and its Restricted Subsidiaries B. Subordinated Indebtedness $____________ C. Line 4A minus Line 4B $____________ D. Adjusted EBITDA (Line 3D above) $____________ E. Ratio of Line 4C to Line 4D ______ to 1.00 (not to exceed ____ to 1.00) 5. Section 7.18 (Interest Coverage Ratio) A. Adjusted EBITDA $____________ B. Interest Expense $____________ C. Ratio of Line 5A to Line 5B ______ to 1.00 (must be greater than or equal to 3.00 to 1.00) 6. Section 7.19 (Liquidity Ratio) A. Adjusted EBITDA (Line 3D above) $____________ B. Interest Expense $____________ C. Capital expenditures $____________ D. Cash purchase price of Acquisitions $____________ E. Federal, state and local income taxes paid $____________ F. Indebtedness due and payable $____________ G. Cash dividends and distributions on capital stock $____________ H. Net Investments not constituting Acquisitions$____________ I. Sum of Lines 6B, 6C, 6D, 6E, 6F, 6G and 6H $____________ J. Ratio of Line 6A to Line 6I (must ______ to 1.00 (not be less than _____to 1.00) EXHIBIT D SUBSIDIARY GUARANTEE AGREEMENT _______________, ____ HARRIS TRUST AND SAVINGS BANK, as Administrative Agent for the Banks party to the Second Amended and Restated Multicurrency Credit Agreement dated as of July 26, 2000 among Jones Lang LaSalle Incorporated, certain Guarantors, such Banks and such Administrative Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein. The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of incorporation] corporation, hereby elects to be a "Guarantor" for all purposes of the Credit Agreement, effective from the date hereof. The undersigned confirms that the representations and warranties set forth in Section 5 of the Credit Agreement are true and correct as to the undersigned as of the date hereof. Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitations Section 11 thereof, to the same extent and with the same force and effect as if the undersigned were a direct signatory thereto. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Illinois. Very truly yours, [Name of Subsidiary Guarantor] By Name Title SCHEDULE 1 COMMITMENTS Name of Bank Term Loan Commitment Revolving Credit Commitment Harris Trust and Savings Bank $4,117,647.06 $41,176,470.60 Bank One, NA $3,235,294.12 $32,352,941.18 The Chase Manhattan Bank $2,941,176.47 $29,411,764.71 LaSalle Bank National Association $2,941,176.47 $29,411,764.71 Bank of America, N.A. $2,352,941.18 $23,529,411.76 Firstar Bank, N.A. $1,470,588.24 $14,705,882.35 Royal Bank of Scotland PLC $1,470,588.24 $14,705,882.35 National Westminster Bank PLC $1,176,470.59 $11,764,705.88 The Bank of East Asia Limited $1,176,470.59 $11,764,705.88 The Bank of New York $882,352.94 $8,823,529.41 Michigan National Bank $882,352.94 $8,823,529.41 The Northern Trust Company $882,352.94 $8,823,529.41 U.S. Bank National Association$882,352.94 $8,823,529.41 Bank Hapoalim B.M. $588,235.29 $5,882,352.94 EX-10.2 5 0005.txt EXHIBIT 10.2 - ------------ THIRD AMENDMENT TO THE JONES LANG LASALLE INCORPORATED EMPLOYEE STOCK PURCHASE PLAN WHEREAS, Jones Lang LaSalle Incorporated (formerly known as LaSalle Partners Incorporated) (the "Company") maintains the Employee Stock Purchase Plan, as amended by the First Amendment and Second Amendment thereto (the "Plan"). WHEREAS, the Company has determined that amending the Plan in certain respects is in the best interest of the Company. WHEREAS, the Board of Directors approved, and recommended approval by the stockholders of, an amendment to the Plan, and the stockholders approved the amendment at the Annual Meeting of Stockholders held May 15, 2000. NOW THEREFORE, the Plan has been amended effective May 15, 2000 as follows: 1. Paragraph 2 of the Plan is hereby amended by replacing the reference to "250,000 shares" in the first sentence thereof with a reference to "1,000,000 shares". Capitalized terms used but not defined in this Third Amendment shall have the respective meanings assigned to them in the Plan. Except as herein modified, all the terms, conditions and provisions of the Plan are hereby ratified, confirmed and carried forward. EX-27 6 0006.txt
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT. 6-MOS DEC-31-2000 JUN-30-2000 13,167 0 254,691 (11,777) 0 312,001 146,292 (66,655) 875,621 383,186 0 309 0 0 316,236 875,621 0 412,663 0 432,432 0 3,990 13,339 (37,098) (633) (36,465) 0 0 0 (36,465) (1.49) (1.49)
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