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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/16/1997
Entire Document
 
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true and correct on and as of the date of this Amendment as if made on and as of
the date hereof and as if each reference therein to the Credit Agreement
referred to the Credit Agreement as amended hereby; (b) no Default and no event
that with the giving of notice or passage of time, or both, would constitute a
Default has occurred and is continuing; and (c) without limiting the effect of
the foregoing, each Borrower's execution, delivery and performance of this
Amendment has been duly authorized, and this Amendment has been executed and
delivered by duly authorized officers of each Borrower.

     14.  This Amendment shall become effective upon the satisfaction of all
of the following conditions precedent:

          (a)  The Borrowers, the Lenders and the Agent shall have executed and
     delivered this Amendment and the Supporting Subsidiaries and LP
     International, a Wyoming Limited Liability Company shall have executed the
     consent attached hereto;

          (b)  The Dai-Ichi Indebtedness shall have been paid in full or shall
     be paid in full with the proceeds of the initial public offering of common
     stock of LP Inc., the closing of which shall occur immediately following
     the consummation of the Transaction, and all liens granted securing the
     Dai-Ichi Indebtedness shall have been released or shall be released
     immediately upon such payment;

          (c)  The Agent shall have received the favorable opinion of counsel to
     the Borrowers;

          (d)  The Agent shall have received copies of the Articles of
     Incorporation and bylaws of LP Inc., certified in each instance by its
     Secretary;

          (e)  The Agent shall have received copies of the resolutions of the
     Board of Directors of LP Inc. authorizing the Transaction;

          (f)  The Agent shall have received a copy of each amendment to each
     Borrower's partnership agreement executed in connection with the
     Transaction; and

          (g)  The Transaction shall have occurred or shall occur simultaneously
     with the effectiveness of this Amendment.

     Each Borrower has heretofore executed and delivered to the Agent certain
Security Agreements and each Borrower hereby acknowledges and agrees that,
notwithstanding the execution and delivery of this Amendment, except as provided
herein, the Security Agreements executed by it remain in full force and effect
and the rights and remedies of the Agent thereunder, the obligations of each
Borrower thereunder and the liens and security interests created and provided
for thereunder remain in full force and effect and shall not be affected,
impaired or discharged hereby.  Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests created and
provided for by the Security Agreements as to the indebtedness which would be
secured thereby prior to giving effect to this Amendment.

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