|
Exhibit
10.3
FIRST AMENDMENT
TO
MEMBERSHIP INTEREST
PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “
Amendment Agreement ”), dated as of September 27,
2007 amends that Membership Interest Purchase Agreement entered
into on November 26, 2005, by and between JONES LANG
LASALLE INCORPORATED , (“JLL”), SPAULDING AND
SLYE PARTNERS LLC , (“ Seller ”), and
JONES LANG LASALLE CAPITAL INVESTMENTS LIMITED , (“
Purchaser ”)(the “ Agreement ”).
JLL, Seller and Purchaser are sometimes referred to individually as
a “Party” and collectively as the
“Parties.”
R E C
I T A L S:
A. WHEREAS, Seller and
Purchaser closed on the transaction contemplated by the Agreement
as of January 1, 2006 (the “Closing”);
and
B. WHEREAS, both Parties
desire to amend the Agreement pursuant to the terms and conditions
of this Amendment Agreement.
C. NOW THEREFORE, In
consideration of the foregoing and the mutual covenants and
agreements contained in this Amendment Agreement, and intending to
be legally bound hereby, the Parties hereby agree as
follows.
1. Total
Consideration.
i. Section 2.2(b) of the
Agreement shall be replaced in its entirety with the
following:
(b) Deferred
Payments . Subject to the provisions of
Section 9.7 below, on January 2, 2008 (or if that
date shall not be a Business Day such payment shall be made on the
immediately succeeding Business Day), Purchaser or JLL shall pay to
Seller Twenty Million Dollars ($20,000,000), on December 31,
2008 (or if that date shall not be a Business Day such payment
shall be made on the immediately preceding Business Day), Purchaser
or JLL shall pay to Seller Fifteen Million Dollars ($15,000,000),
on January 2, 2009 (or if that date shall not be a Business
Day such payment shall be made on the immediately succeeding
Business Day), Purchaser or JLL shall pay to Seller Ten Million
Dollars ($10,000,000), on January 4, 2010 (or if that date
shall not be a Business Day such payment shall be made on the
immediately succeeding Business Day), Purchaser or JLL shall pay to
Seller Eleven Million Four Hundred Thousand Dollars ($11,400,000)
and on January 4, 2011 (or if that date shall not be a
Business Day such payment shall be made on the immediately
succeeding Business Day), Purchaser or JLL shall pay to Seller Ten
Million Seven Hundred ($10,700,000), in each case by wire transfer
of immediately available funds to the Account or to another account
if so requested in writing by the Seller.
1
ii. Section 2.2
(c) of the Agreement shall be replaced in its entirety with
the following:
(c) Earn Out
Payment .
(i) Earn Out
Definitions . The following definitions shall be applicable
for purposes of determining the amount, if any, of the Earn-Out
payment which may be payable to Seller hereunder:
“ Business
Operations ” means that portion of the business
operations of Jones Lang LaSalle Americas, Inc.
(“Americas”) (exclusive of business operations of the
Company and any of its Subsidiaries) which are managed directly or
indirectly by Seller’s Management and which consists of
Americas’ Markets and investment sales, capital markets
within the greater Washington D.C., Hartford, and Boston
markets.
“ Earn-out Eligible
Revenue ” means the excess, if any, of Revenue over
Steady State Revenue.
“ Earn-out
Multiplier ” means .50.
“ Earn-out
” shall mean the lesser of $5,000,000 or Earn-out Eligible
Revenue divided by the Earn-out Multiplier
“ Markets
” means agency leasing, transaction execution representing
tenants (exclusive of any revenue allocated or earned by
Americas’ public institution business in connection with or
arising from said activities), property management, project and
development services except services provided in conjunction with
reimbursed corporate accounts.
“ Revenue
” shall mean the sum of (a) revenue recognized in
accordance with GAAP during the period beginning on January 1,
2006 and ending at the close of business on December 31, 2008
(the “Earn-Out Period”) generated from the operations
of the Business by the Company and its Subsidiaries (reference the
Confidential Information Memorandum) plus (b) revenue
recognized in accordance with GAAP generated during the Earn-Out
Period from the Business Operations plus (c) revenue
(consisting of individual client agreements resulting in revenue of
greater than $75,000) sourced by the Company for services delivered
by the Americas outside of the Territory.
“ Seller’s
Management ” shall mean David McGarry and Peter
Bailey.
“ Steady State
Revenue ” shall mean $398,838,400.
2
(ii) Example .
For the avoidance of doubt, by way of example, and as an
illustration of the Parties’ intent (and using hypothetical
numbers) of the earn-out calculation, the following is an example
of the manner in which the earn-out calculation shall be made upon
the completion of the Earn-Out Period.
Amounts calculated at the
end of Earn-out Period are :
Revenue = $410,000,000
(assumption for this example)
Earn-out Eligible Revenue =
$11,161,600 ($410,000,000 minus $398,838,400)
Then:
Earn-out = $5,000,000
($11,161,600 multiplied by .50 equals $5,580,800, but Earn-out is
capped at $5,000,000)
(iii) Annual
Calculation . On or before March 1, 2008, Purchaser
shall deliver to Seller a written calculation of Purchaser’s
determination of Revenue for calendar years 2006 and 2007. Seller
shall have a period of ten (10) Business Days after receipt of
Purchaser’s calculation within which to object in writing to
Purchaser with respect to the calculation so made, specifying in
detail the basis of any objection. The resolution of any dispute
regarding the earn-out payment shall be conducted in the same
manner as is specified for the resolution of disputes in
Section 3.2 hereof. If Seller shall fail to deliver a written
objection notice to Purchaser within such ten (10) Business
Day period then Purchaser’s calculations respecting the earn
out shall be deemed final and binding upon the parties without
further recourse.
(iv) Final
Calculation . On or before February 15, 2009,
Purchaser shall deliver to Seller a written calculation of
Purchaser’s determination
|
