Credit Agreement Amendment No. 1, dated as of January 30, 2020, by and among Cushman & Wakefield U.S. Borrower, LLC, DTZ UK Guarantor Limited, JPMorgan Chase Bank, N.A., as Administrative Agent and the other lenders party thereto

INCREMENTAL AMENDMENT NO. 1, dated as of December 20, 2019 (this “Amendment”), to the Credit Agreement (as defined below), among Cushman & Wakefield U.S. Borrower, LLC (f/k/a DTZ U.S. Borrower, LLC), a Delaware limited liability company (the “Borrower”), DTZ UK Guarantor Limited, a private limited company incorporated under the laws of England and Wales (“Holdings”), JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent (in such capacity, the “Administrative Agent”), the Issuing Banks, the Swing Line Lender, the Subsidiary Guarantors party hereto (solely with respect to Sections 6.1, 6.3 and 6.4) and the Incremental Revolving Lenders party hereto (in such capacity, the “Amendment No. 1 Incremental Revolving Lenders”).

WHEREAS, the Borrower is a party to the Credit Agreement, dated as of August 21, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof), among the Borrower, Holdings, JPMorgan Chase, as administrative agent, collateral agent, issuing bank and swing line lender, and each lender from time to time party thereto (the “Credit Agreement”);

WHEREAS, the Borrower has requested to establish a Revolving Commitment Increase in an aggregate principal amount of $210,000,000 to the Closing Date Revolving Facility, pursuant to and on the terms set forth in Section 2.14 of the Credit Agreement (the “Amendment No. 1 Revolving Commitment Increase”);

WHEREAS, the Borrower, the Administrative Agent and the Amendment No. 1 Incremental Revolving Lenders have agreed to amend certain provisions of the Credit Agreement as provided for herein to effect the incurrence of the Amendment No. 1 Revolving Commitment Increase pursuant to Section 2.14 of the Credit Agreement;

WHEREAS, (i) the Amendment No. 1 Incremental Revolving Lenders will make the Amendment No. 1 Revolving Commitment Increase on the Amendment No. 1 Effective Date pursuant to the terms hereof and (ii) each Issuing Bank and the Swing Line Lender will consent to such Amendment No. 1 Incremental Revolving Lenders constituting Additional Lenders (such consent not be unreasonably withheld, conditioned or delayed).

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1.1.    Defined Terms. Terms defined in the Credit Agreement (as amended hereby) and used but not defined herein shall have the meanings given to them in the Credit Agreement (as amended hereby) unless otherwise defined herein.

Section 2.1.    Revolving Commitment Increase. The Borrower hereby requests the Amendment No. 1 Revolving Commitment Increase from the Amendment No. 1 Incremental Revolving Lenders pursuant to and on the terms set forth in Section 2.14 of the Credit Agreement, to be effective on the Amendment No. 1 Effective Date. On the Amendment No. 1 Effective Date and subject to the terms and conditions set forth herein, the Amendment No. 1 Revolving Commitment Increase shall become effective. The parties hereto agree and acknowledge that this Amendment constitutes the Incremental Loan Request with respect to the Amendment No. 1 Revolving Commitment Increase.

Section 2.2.    Agreements of Amendment No. 1 Incremental Revolving Lenders. Each Amendment No. 1 Incremental Revolving Lender agrees that (i) effective on and at all times after the Amendment No. 1 Effective Date, in addition to any obligations of such Lender in respect of Loans or Commitments of such Lender outstanding prior to the Amendment No. 1 Effective Date (to the extent such Lender was a Lender prior to the Amendment No. 1 Effective Date), such Amendment No. 1 Incremental Revolving Lender will be bound by all obligations of a Lender under the Credit Agreement (as amended hereby) in respect of the Amendment No. 1 Incremental Revolving Commitment and (ii) on the Amendment No. 1 Effective Date, each Amendment No. 1 Incremental Revolving Lender will provide a Revolving Commitment Increase in the amount of such Lender’s Amendment No. 1 Incremental Revolving Commitment as set forth on Schedule 2.01A hereto. The Revolving Commitment of each Person that is a Revolving Lender as of the Amendment No. 1 Effective Date after giving effect to the Amendment No. 1 Revolving Credit Increase is set forth opposite the name of such Person on Schedule B hereto.

Section 2.3.    Incremental Revolving Commitments. The Amendment No. 1 Revolving Commitment Increase will constitute a Revolving Commitment Increase to the Closing Date Revolving Facility, will constitute Revolving Commitments for all purposes of the Credit Agreement (as amended hereby) and will, together with the Closing Date Revolving Facility, be treated as one Class of Revolving Commitments. Pursuant to Sections 2.14 and 10.01 of the Credit Agreement, on the Amendment No. 1 Effective Date, the Amendment No. 1 Revolving Commitment Increase shall (x) have the same terms as the Closing Date Revolving Facility (after giving effect to this Amendment) and (y) automatically (and without any further action or notice by any party) become Revolving Commitments for all purposes of the Credit Agreement and the other Loan Documents, and each Amendment No. 1 Incremental Revolving Lender shall constitute a “Revolving Lender” for all purposes under the Credit Agreement.

Section 2.4.    Swing Line Lender and Issuing Bank Consent. Pursuant to Section 2.14(3) of the Credit Agreement, each Issuing Bank and each Swing Line Lender consents to the Amendment No. 1 Incremental Revolving Lenders constituting Additional Lenders.

Section 3.1.    Subject to the occurrence of the Amendment No. 1 Effective Date:

(a)    The preliminary statements to the Credit Agreement are hereby amended by inserting the following new paragraphs at the end thereof:

“The Borrower has requested that the Lenders extend credit to the Borrower in the form of $210,000,000 million in Amendment No. 1 Revolving Commitment Increase on the Amendment No. 1 Effective Date.”

(b)    Section 1.01 of the Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definitions:

“Amendment No. 1” means Incremental Amendment No. 1 to this Agreement dated as of December 20, 2019.

“Amendment No. 1 Arrangers” means Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Crédit Agricole Corporate and Investment Bank, Credit Suisse Loan Funding LLC, Fifth Third Bank, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., MUFG Union Bank, N.A. and UBS Securities LLC.

“Amendment No. 1 Co-Managers” means Associated Bank, National Association, ING Capital LLC and U.S. Bank National Association.

“Amendment No. 1 Effective Date” means December 20, 2019, the date of effectiveness of Amendment No. 1.

“Amendment No. 1 Revolving Commitment Increase” means the obligation of each Amendment No. 1 Incremental Revolving Lender (as defined in Amendment No. 1) to provide Incremental Revolving Commitments to the Borrower on the Amendment No. 1 Effective Date in an aggregate principal amount equal to $210,000,000.

“Co-Managers” means Associated Bank, National Association, ING Capital LLC, U.S and the Amendment No. 1 Co-Managers, in their capacity as Co-Managers under Amendment No. 1.

(c)    The definition of “Arrangers” in Section 1.01 is hereby amended by adding “, and the Amendment No. 1 Arrangers, in their capacity as arranger under Amendment No. 1.”

(d)    The definition of “Closing Date Revolving Facility” is hereby amended by replacing it in its entirety with the following:

“Closing Date Revolving Facility” means the Revolving Facility made available by the Revolving Lenders as of the Closing Date, as increased by the Amendment No. 1 Revolving Commitment Increase on the Amendment No. 1 Effective Date and the Amendment No. 1 Revolving Commitment Increase on the Amendment No. 1 Effective Date.”

Section 3.2.    This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which the following conditions are satisfied:

(a)    The Administrative Agent shall have received counterparts of this Amendment signed by Holdings, the Borrower, the Subsidiary Guarantors, the Amendment No. 1 Incremental Revolving Lenders and the Issuing Banks.

(b)    The Administrative Agent shall have received the legal opinion of (i) Cleary, Gottlieb, Steen & Hamilton LLP, New York counsel to the Loan Parties, (ii) Allen & Overy LLP, England and Wales local counsel to Administrative Agent and (iii) Young Conway Stargatt & Taylor, LLP, Delaware local counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(c)    The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower (after giving effect to this Amendment) substantially in the form attached as Exhibit I to the Credit Agreement, as adjusted to refer to the Incremental Revolving Increase and the use of proceeds thereof, rather than the Transactions.

(d)    The Administrative Agent shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party organized in the United States (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 1 Effective Date; provided that in lieu of the attachments referred to above, such certificate may certify that (i) since the prior date of delivery thereof, there have been no amendments to the charter or other similar organizational document of such Loan Party and/or (ii) no changes have been made to the relevant information contained on the incumbency certificate of the Responsible Officer of such Loan Party previously delivered by such Loan Party.

(e)    The Administrative Agent shall have received from the Borrower, on behalf of each Lender that shall have provided a Revolving Commitment Increase pursuant to this Amendment No. 1, a fee (the “Commitment Fee”) in an amount equal to 0.15% of such Lender’s portion of the Amendment No. 1 Revolving Commitment Increase amount.

(f)    All fees and expenses required by the Credit Agreement to be paid hereunder shall have been paid in full or will be paid on the Amendment No. 1 Effective Date (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower)).

(g)     The Administrative Agent shall have received at least two (2) Business Days prior to the Amendment No. 1 Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act) that has been reasonably requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Amendment No. 1 Effective.

(h)    The representations and warranties contained in Section 5.1(a) hereof shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (unless such representations and warranties relate to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date).

(i)    The Administrative Agent shall have received an officer’s certificate dated the Amendment No. 1 Effective Date from a Responsible Officer of the Borrower certifying to the items in clause (h) immediately above and clause (j) immediately below.

(j)    At the time of and immediately after giving effect to this Amendment and the making of the Amendment No. 1 Revolving Commitment Increase as contemplated hereby, no Default or Event of Default under of the Credit Agreement exists.

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 1 Effective Date.

Section 4.1.    After giving effect to the amendments contained herein, on the Amendment No. 1 Effective Date the Borrower hereby confirms that:

(a) the representations and warranties contained herein and under the other Loan Documents are true and correct in all material respects on the Amendment No. 1 Effective Date (unless such representations and warranties relate to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and

(b) no Default or Event of Default under the Credit Agreement has occurred and is continuing.

Section 5.1.    Continuing Effect; No Other Amendments or Waivers. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents except as expressly stated herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Loan Parties that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly waived hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document.

Section 5.2.    Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Article IV hereof. Delivery of an executed counterpart to this Amendment by facsimile or other electronic transmission (e.g., “PDF” or “TIFF”) shall be as effective as delivery of a manually signed original.

Section 5.3.    WAIVER OF JURY TRIAL; GOVERNING LAW; JURISDICTION, ETC. The provisions set forth in Sections 10.16 and 10.17 of the Credit Agreement are hereby incorporated herein mutatis mutandis with all references to “this Agreement” therein being deemed references to this Amendment.

Section 5.4.    Reaffirmation. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) its covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under any Guaranty to which it is a party, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents to which it is a party.

Section 5.5.    Effect of Amendment. On and after the Amendment No. 1 Effective Date each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

as Subsidiary Guarantors