EXHIBIT 4.2
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REGISTRATION RIGHTS AGREEMENT
Dated July 19, 2000
among
▇▇▇▇▇ ▇▇▇▇ LASALLE FINANCE B.V.,
as Issuer,
▇▇▇▇▇ LANG LASALLE INCORPORATED,
▇▇▇▇▇ ▇▇▇▇ LASALLE AMERICAS, INC.,
LASALLE INVESTMENT MANAGEMENT, INC.,
▇▇▇▇▇ LANG LASALLE INTERNATIONAL, INC.,
▇▇▇▇▇ ▇▇▇▇ LASALLE CO-INVESTMENT, INC.,
LASALLE HOTEL ADVISORS, INC. and
▇▇▇▇▇ LANG LASALLE LIMITED,
as Guarantors,
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL LIMITED,
BANK OF AMERICA INTERNATIONAL LIMITED,
BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇ LASALLE FINANCE B.V., a private limited liability
company incorporated under the laws of the Netherlands (the "Company"),
▇▇▇▇▇ LANG LASALLE INCORPORATED, a Maryland corporation ("JLL"), as parent
Guarantor, ▇▇▇▇▇ ▇▇▇▇ LASALLE AMERICAS, INC., a Maryland corporation,
LASALLE INVESTMENT MANAGEMENT, INC., a Maryland corporation, ▇▇▇▇▇ LANG
LASALLE INTERNATIONAL, INC., a Delaware corporation, ▇▇▇▇▇ ▇▇▇▇ LASALLE
CO-INVESTMENT, INC., a Maryland corporation, LASALLE HOTEL ADVISORS, INC.,
a Maryland corporation, and ▇▇▇▇▇ LANG LASALLE LIMITED, a company organized
under the laws of England and Wales, as Guarantors, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
CO. INTERNATIONAL LIMITED, BANK OF AMERICA INTERNATIONAL LIMITED, BMO
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇) (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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, (▇) 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
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 ▇▇▇▇ ▇▇▇)
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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇ Lang LaSalle Limited (i) irrevocably appoints
▇▇▇▇▇ ▇▇▇▇ LaSalle Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ (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 ▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇ 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
▇▇▇▇▇ ▇▇▇▇ 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.
▇▇▇▇▇ LANG LASALLE FINANCE B.V.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
▇▇▇▇▇ ▇▇▇▇ LASALLE INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
and Treasurer
▇▇▇▇▇ LANG LASALLE AMERICAS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
LASALLE INVESTMENT MANAGEMENT,
INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
▇▇▇▇▇ ▇▇▇▇ LASALLE INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
▇▇▇▇▇ LANG LASALLE CO-INVESTMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
LASALLE HOTEL ADVISORS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
▇▇▇▇▇ ▇▇▇▇ LASALLE LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Signatory
Accepted as of the date hereof
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL LIMITED
BANK OF AMERICA INTERNATIONAL LIMITED
BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ CORP.
▇▇▇▇▇ MANHATTAN INTERNATIONAL LIMITED
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director