|JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997|
11. (a) Upon receipt of the payment in full of all Facility B Loans and
Facility C Loans the Lenders and Agent agree that all liens and security
interests in the following Collateral shall be released: (i) all the collateral
currently pledged under the Collateral Assignment of Partnership Interests, as
amended, the Subsidiary Collateral Assignment of Partnership Interests, as
amended, the Pledge Agreement, as amended, the Subsidiary Pledge Agreement, the
Floating Charge dated 15th January, 1997, between LaSalle Partners
International, an unlimited liability company incorporated in England and Wales
(Registered number 2547868) ("LaSalle Partners International") and the Agent,
the Mortgage of Shares dated 15th January, 1997 between LPI and the Agent, and
the Mortgage of Shares dated 15th January, 1997 between LaSalle Partners
International and the Agent and (ii) all equipment pledged under the Borrowers'
Security Agreement and Subsidiary Security Agreement. The Agent and Lenders
shall take all actions reasonably requested by the Borrowers to effect such
release, including public filings to evidence such release, it being understood
that notwithstanding the release of the lien on equipment and other collateral
pursuant to this Amendment, the Borrowers are not at this time requesting the
Agent to amend any UCC financing statements previously filed to reflect such
release (other than the termination of certain UCC financing statements relating
to the Borrowers). It being further understood that any UCC financing statement
previously filed does not constitute a grant of a lien or security interest by
either Borrower or any Supporting Subsidiary on any such collateral.
(b) Each of the Borrowers' Security Agreement and the Subsidiary
Security Agreement is hereby amended to delete the text of Section 1(a)(ii)
and 5 and insert in their place the following: [Intentionally omitted].
(c) Section 3(b) of the Borrowers' Security Agreement is hereby
amended by deleting the phrase (I) "or places of business other than those
listed on Schedule A" appearing in the eighth and ninth lines thereof and
(II) "or place of business" appearing in the tenth line thereof.
(d) Section 3(b) of the Subsidiary Security Agreement is hereby
amended by deleting the phrase (I) "; and no Debtor has any other principal
place of business other than those listed on Schedule B" appearing in the
eighth and ninth lines thereof and (II) "or place of business" appearing in
the tenth line thereof.
(e) Section 3(b) of the Subsidiary Security Agreement is hereby
further amended by replacing the phrase "immediately preceding sentence" in
the eleventh line thereof with the phrase "two immediately preceding
(f) Section 3(g) of the Subsidiary Security Agreement is hereby
amended by inserting immediately after the word "Agreement" appearing in
the third line thereof the following: ",except that LaSalle Partners
Management (Ohio) Limited Partnership may transact business under the trade
name "Galbreath/LaSalle Partners."
12. Each Borrower represents and warrants to each Lender and the Agent
that (a) each of the representations and warranties set forth in Article V of
the Credit Agreement is
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