EXHIBIT 10.2
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FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the "Amendment") dated as
of March 10, 1999 among LaSalle Partners Incorporated (the "Borrower"), the
Guarantors party hereto, the Lenders, and The First National Bank of
Chicago, as Administrative Agent;
W I T N E S S E T H:
Whereas, the Borrower, Guarantors, Lenders and The First National
Bank of Chicago, as Administrative Agent, have heretofore executed and
delivered a Credit Agreement dated as of September 21, 1998 (the "Credit
Agreement"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
provided herein;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that
the Credit Agreement shall be and hereby is amended as follows:
ARTICLE 1
AMENDMENTS
1.1. The definition of "EBITDA" contained in Article III of the
Credit Agreement is hereby amended in its entirety and as so amended shall
read as follows:
"EBITDA" means, for any period, Consolidated Net Income for such
period plus all amounts deducted in arriving at such Consolidated Net
Income amount for such period for (i) Interest Expense, (ii) federal, state
and local income tax expense, (iii) all amounts properly charged for
depreciation of fixed assets and amortization of intangible assets on the
books of the Borrower and its Restricted Subsidiaries, (iv) reasonable non-
recurring transition costs incurred by the Borrower in connection with the
Compass Acquisition to the extent such costs do not exceed $10,500,000
during calendar year ended December 31, 1998 and $9,000,000 during calendar
year ended December 31, 1999, (v) all non-cash contributions or accruals to
or with respect to deferred profit sharing or compensation, incurred
through December 31, 2000, (vi) reasonable non-recurring transition costs
incurred by the Borrower after March 9, 1999 and before January 1, 2000 in
connection with the JLW Acquisition to the extent such costs do not exceed
$25,000,000, and (vii) non-recurring reasonable charges incurred by JLW
prior to March 10, 1999 in connection with the JLW Acquisition and the
Integration Plan (as defined in the JLW Purchase Agreement) to the extent
such charges do not exceed $25,000,000; provided that any amounts added to
Consolidated Net Income pursuant to clause (v) above for any period shall
be deducted from Consolidated Net Income for the period, if ever, in which
such amounts are paid in cash by the Borrower or any of its Subsidiaries.
1.2 Article III of the Credit Agreement is hereby further amended
by inserting in proper alphabetical order the following new defined terms:
"JLW Acquisition" means the transactions contemplated by the Purchase
and Sale Agreements, dated as of October 21, 1998 (the "JLW Purchase
Agreements") providing for the acquisition by Borrower and its Subsidiaries
of the entities conducting business worldwide under the name Xxxxx Xxxx
Xxxxxxx (collectively, "JLW").
"Non-Real Estate Restricted Subsidiary" means a Restricted Subsidiary
which is not established solely for the purpose of making investments in
real estate and real estate related assets, including notes and other
securities, as permitted under Section 6.14(j) or Section 6.14(k) hereof.
1.3 Section 6.9 of the Credit Agreement is hereby amended by
(a) deleting the phrase "$5,000,000 at any time outstanding;" appearing in
clause (i) thereof and inserting in its place the phrase "$10,000,000 at
any time outstanding;" and (b) inserting immediately after clause (i) new
clauses (j) and (k) as follows:
(j) Liens not otherwise permitted under this Section 6.9 on any
Property of any Person or on the stock or other interest in any Person
existing at the time such Person becomes a Subsidiary in connection with
the JLW Acquisition or any Person that is merged or consolidated with or
into the Borrower or any of its Subsidiaries in connection with the JLW
Acquisition provided that, (i) such Liens do not at any time extend to the
Property of any other Person, (ii) such Liens shall be released no later
than March 10, 2000 and (iii) such Liens are listed on Schedule 6.9(j)
hereof; and
(k) Liens not otherwise permitted under this Section 6.9 on any
Property of any Person at the time such Person becomes a Subsidiary in
connection with the JLW Acquisition or any Person that is merged or
consolidated with or into the Borrower or any of its Subsidiaries in
connection with the JLW Acquisition which Liens do not, in the aggregate
for all such Liens, attach on Property with a fair market value in excess
of $5,000,000.
1.4. Section 6.14(i) and (k) of the Credit Agreement are hereby
amended in their entirety and as so amended shall read as follows:
(i) loans and advances to employees and relocation companies
in the ordinary course of business not to exceed $8,000,000 in the
aggregate at any one time outstanding;
(k) Acquisitions or Investments in a line of business related
to that of the Borrower and its Subsidiaries and Investments directly and
indirectly through Subsidiaries and other Persons in real estate and real
estate related assets, including notes and other securities, provided that
(i) no Default or Unmatured Default exists or would exist after giving
effect to such Acquisition or Investment, (ii) in the case of an
Acquisition, the Board of Directors or other governing body or the holders
of 100% of the equity interests of such Person whose Property, or Voting
Stock or other interests in which, are being so acquired has approved the
terms of such Acquisition, (iii) in the case of Investments not
constituting Acquisitions, such Investment together with all other
Investments not constituting Acquisitions permitted under this subsection
(k) during the term of this Agreement reduced by the amount of proceeds of
the disposition of all or any part of any such Investments does not exceed
(i) $100,000,000 in aggregate purchase price, if on the date such
Investment is made the Borrower's EBITDA for the most recently ended four
fiscal quarters of the Borrower for which the Borrower has delivered
financial statements pursuant to Section 6.6(a) hereof is $100,000,000 or
less or (ii) $125,000,000 in aggregate purchase price, if on the date such
Investment is made the Borrower's EBITDA for the most recently ended four
fiscal quarters of the Borrower for which the Borrower has delivered
financial statements pursuant to Section 6.6(a) hereof is greater than
$100,000,000; provided further that if the aggregate purchase price for
any single Investment by the Borrower or any Subsidiary exceeds $15,000,000
the Borrower shall have received the prior written consent of the Required
Lenders;
1.5. Section 6.15 of the Credit Agreement is hereby amended by
(a) deleting the amount "$100,000,000" appearing in the fourth line thereof
and inserting in its place the amount "$150,000,000", (b) inserting
immediately after the phrase "program or plans" appearing in the sixth line
thereof the following " and the JLW Acquisition" and (c) deleting the date
"January 1, 1999" appearing in the eighth line thereof and inserting in its
place the date "January 1, 2000".
1.6. Sections 6.19(c) and (h) of the Credit Agreement are hereby
amended in their entirety and as so amended shall read as follows:
(c) Capitalized Lease Obligations in an aggregate principal
amount outstanding not to exceed $10,000,000 on any date of determination;
(h) Indebtedness not otherwise permitted by this Section 6.19
of not more than $25,000,000 in aggregate principal amount outstanding on
any date of determination for the Borrower and its Restricted Subsidiaries.
1.7 Section 6.22 of the Credit Agreement is hereby amended in its
entirety and as so amended shall be read as follows:
Section 6.22. Additional Guarantors. (a) If on the last day of any
calendar quarter the total assets (not including investments in
Subsidiaries) of any non-Guarantor Subsidiary of the Borrower (other than
JLW Supply Company) which is a Non-Real Estate Restricted Subsidiary,
equals or exceeds 5% of the total consolidated assets of the Borrower and
its Non-Real Estate Restricted Subsidiaries, then the Borrower will, within
15 Business Days of the date on which the balance sheet for such date is
required to be delivered pursuant to Section 6.6(i) or Section 6.6(ii),
cause each such Subsidiary to become a Guarantor hereunder. To the extent
any Subsidiary becomes a Guarantor as a result of the requirements of this
Section 6.22(a), the Guaranty of such Subsidiary shall be released upon
request of the Borrower if on the last day of two successive calendar
quarters the total assets (not including investments in Subsidiaries) of
such Guarantor Subsidiary was less than 5% of the total consolidated assets
of the Borrower and its Non-Real Estate Restricted Subsidiaries, provided
that no Unmatured Default or Default is continuing. The Administrative
Agent is hereby authorized to execute all appropriate documents on behalf
of the Lenders to document the release of such Subsidiary from its
Guaranty.
(b) In addition to the requirements of Section 6.22(a), if on
the last day of any calendar quarter either (I) (i) the Borrower's ratio of
Total Funded Debt as of such day to EBITDA for the four calendar quarters
then ended is greater than 2.50 to 1.00 and (ii) the total assets (not
including investments in Subsidiaries) of the non-Guarantor Subsidiaries of
the Borrower which are Non-Real Estate Restricted Subsidiaries equals or
exceeds 25% of the total consolidated assets of the Borrower and its Non-
Real Estate Restricted Subsidiaries, or (II) (i) the Borrower's ratio of
Total Funded Debt as of such day to EBITDA for the four calendar quarters
then ended is 2.50 to 1.00 or less and (ii) the total assets (not including
investments in Subsidiaries) of the non-Guarantor Subsidiaries of the
Borrower which are Non-Real Estate Restricted Subsidiaries equals or
exceeds 50% of the total consolidated assets of the Borrower and its Non-
Real Estate Restricted Subsidiaries, then the Borrower will, within 15
Business Days of the date on which the balance sheet for such date is
required to be delivered pursuant to Section 6.6(a)(i) or
Section 6.6(a)(ii), cause an additional Subsidiary or additional
Subsidiaries to become a Guarantor or Guarantors hereunder such that the
total assets (not including investments in Subsidiaries) of the non-
Guarantor Subsidiaries of the Borrower which are Non-Real Estate Restricted
Subsidiaries, are less than 25%, in the case of clause (I) above, or 50%,
in the case of clause (II) above, of the total consolidated assets of the
Borrower and its Non-Real Estate Restricted Subsidiaries. To the extent
any Subsidiary becomes a Guarantor as a result of the requirements of this
Section 6.22(b) such Guaranty shall be released upon request of the
Borrower if after giving effect to such release the Borrower is in
compliance with this Section 6.22(b) and provided that no Default or
Unmatured Default is continuing. The Administrative Agent is hereby
authorized to execute all appropriate documents on behalf of the Lenders to
document the release of such Subsidiary from its Guaranty.
(c) In addition to the requirements of Section 6.22(a) and
(b) the Borrower will cause JLW Supply Company to become a Guarantor
hereunder within 90 days of the date on which the balance sheet and income
statement for any calendar quarter is required to be delivered pursuant to
Section 6.6(i), Section 6.6(ii) or this Section 6.22(c), if such balance
sheet and income statement shows that the portion of EBITDA for the
Borrower and its Non-Real Estate Restricted Subsidiaries attributable
solely to JLW Supply Company is equal to or in excess of 5% of the EBITDA
for the Borrower and its Non-Real Estate Restricted Subsidiaries; provided
that JLW Supply Company need not become a Guarantor prior to September 7,
1999. The Borrower agrees to deliver to the Administrative Agent no later
than June 10, 1999 a balance sheet and income statement of the Borrower and
its Subsidiaries prepared as of December 31, 1998 on a pro forma basis as
if the JLW Acquisition had become effective on January 1, 1998. To the
extent JLW Supply Company becomes a Guarantor such Guaranty shall be
released upon request of the Borrower if on the last day of two successive
calendar quarters the portion of EBITDA of the Borrower and its Non-Real
Estate Restricted Subsidiaries attributable solely to JLW Supply Company
was less than 5% of the total EBITDA of the Borrower and its Non-Real
Estate Restricted Subsidiaries, provided that no Unmatured Default or
Default is continuing. The Administrative Agent is hereby authorized to
execute all appropriate documents on behalf of the Lenders to document the
release of such Guaranty.
(d) To the extent Section 6.22(a), (b) or (c) would require
that a Foreign Subsidiary or JLW Supply Company, as applicable, be added as
a Guarantor, in lieu of having such Subsidiary provide a Guaranty pursuant
to Section 11, the Borrower may elect to provide, and to cause its
Subsidiaries to provide, within 60 days of the date on which the Borrower
is required by either Section 6.22(a) or (b) above to cause such Foreign
Subsidiary to become a Guarantor, or by the date on which the Borrower is
required by Section 6.22(c) above to cause JLW Supply Company to become a
Guarantor, the Administrative Agent with a security interest in 65% of the
issued and outstanding capital stock owned by the Borrower and its
Subsidiaries of such Foreign Subsidiary or JLW Supply Company, as
applicable, pursuant to a security agreement in form and substance
reasonably acceptable to the Administrative Agent. Each Foreign Subsidiary
or JLW Supply Company, as applicable, with respect to which a security
interest is granted pursuant to this Section 6.22(d) shall be regarded as a
Guarantor for purposes of this Section 6.22. To the extent a security
interest in the stock of any Foreign Subsidiary or JLW Supply Company, as
applicable, is provided pursuant to this Section 6.22(d), such security
interest shall be released upon request of the Borrower if after giving
effect to such release the Borrower is in compliance with Sections 6.22(a)
and (b) and (c) and provided that no Unmatured Default or Default is
continuing. The Administrative Agent is hereby authorized to execute all
appropriate documents on behalf of the Lenders to document the release of
such security interest.
1.8 Section 7.1(k) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(k) a Change of Control shall have occurred other than in
connection with the JLW Acquisition as provided in the JLW Purchase
Agreements.
1.9. A new Schedule 6.9(j) to the Credit Agreement is hereby added
to the Credit Agreement immediately following Schedule 6.9 in the form of
Schedule 6.9(j) attached to this Amendment.
ARTICLE II
CONDITIONS PRECEDENT
2.1 This Amendment shall become effective as of the date hereof on
the date that each of the following conditions precedent have been met:
(a) the Administrative Agent shall have received counterparts
hereof executed by the Borrower, Guarantors and Required Lenders;
(b) the Administrative Agent shall have received (i) a
certificate of the Secretary of the Borrower dated the date of this
Amendment certifying that attached thereto is a true and complete copy of
resolutions adopted by the Board of Directors of the Borrower, authorizing
the execution, delivery and performance of this Amendment and certifying
the names and true signatures of the officers of the Borrower authorized to
sign this Amendment and (ii) such supporting documents as the
Administrative Agent may reasonably request;
(c) the JLW Acquisition shall have been consummated as
contemplated by the JLW Purchase Agreements;
(d) the Administrative Agent shall have received the opinion
of Xxxxx & Associates, counsel to the Borrower and Guarantors, in form and
substance satisfactory to the Administrative Agent; and
(e) each Lender which has executed this Amendment shall have
received a non-refundable amendment fee from the Borrower equal to 0.05% of
the aggregate principal amount of such Lender's outstanding Loans.
ARTICLE III
MISCELLANEOUS
3.1. To induce the Administrative Agent and the Lenders to enter
into this Amendment, the Borrower and each Guarantor represents and
warrants to the Administrative Agent and the Lenders that: (a) the
representations and warranties contained in the Credit Documents, as
amended by the Amendment, are true and correct in all material respects as
of the date hereof with the same effect as though made on the date hereof;
(b) after giving effect to this Amendment, no Unmatured Default or Default
exists; (c) this Amendment has been duly authorized by all necessary
corporate proceedings and duly executed and delivered by the Borrower and
each Guarantor, and the Credit Agreement, as amended by the Amendment, and
each of the other Credit Documents are the legal, valid and binding
obligations of the Borrower or Guarantor, enforceable against such Borrower
or Guarantor in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar
laws of general application affecting the enforcement of creditors' rights
or by general principles of equity; and (d) no consent, approval,
authorization, order, registration or qualification with any governmental
authority is required for, and in the absence of which would adversely
effect, the legal and valid execution and delivery or performance by the
Borrower or any Guarantor of this Amendment or the performance by the
Borrower or any Guarantor of the Credit Agreement, as amended by the
Amendment, or any other Credit Document to which they are a party.
3.2. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.
3.3. Except as specifically provided above, the Credit Agreement and
the other Credit Documents shall remain in full force and effect and are
hereby ratified and confirmed in all respects. The execution, delivery,
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power, or remedy of the
Administrative Agent or any Lender under the Credit Agreement or any of the
other Credit Documents, nor constitute a waiver or modification of any
provision of any of the other Credit Documents.
3.4. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of
the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of
the day and year first above written.
Dated as of the date first above written.
LASALLE PARTNERS INCORPORATED
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Treasurer
LASALLE PARTNERS CO-INVESTMENT,
INC., as Guarantor
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Treasurer
LP INTERNATIONAL,
a limited liability company, as Guarantor
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Treasurer
LASALLE PARTNERS INTERNATIONAL, INC.,
as Guarantor
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Treasurer
LASALLE ADVISORS CAPITAL MANAGEMENT, INC.,
as Guarantor
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Treasurer
LASALLE PARTNERS MANAGEMENT SERVICES,
INC., as Guarantor
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Treasurer
LASALLE PARTNERS CORPORATE & FINANCIAL
SERVICES, INC., as Guarantor
By: /s/ Xxxxx X. Xxxx
Title: Vice President and Treasurer
LASALLE HOTEL ADVISORS, INC.,
as Guarantor
By: /s/ Xxxxxx Xxxxx
Title: Vice President and Treasurer
THE FIRST NATIONAL BANK OF CHICAGO,
in its individual capacity as a Bank and as
Administrative Agent
By: /s/ Xxxx Xxxxx
Title: Corporate Banking Officer
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx Xxxx
Title: Managing Director
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx Xxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
LASALLE NATIONAL BANK
By: /s/ Xxxx Xxxxxxxxxx
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxx Xxxxxxxxx
Title: Vice President
FIRST BANK, N.A.
By: /s/ Xxxxxx Xxxxxxx
Title: Vice President
SCHEDULE 6.9(j)
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Liens on the Property of, and the stock or other interest in, the following
Persons:
JLW Australia Pty Ltd;
JLW (NSW) Pty Ltd;
JLW (VIC) Pty Ltd;
JLW (QLD) Pty Ltd;
JLW (WA) Pty Ltd;
JLW (ACT) Pty Ltd;
JLW (SA) Pty Ltd;
JLW Strata Management Pty Ltd;
JLW Advisory Services Pty Ltd;
JLW Advisory Corporate Property Pty Ltd;
JLW Advisory Corporate Property (Vic) Pty Ltd;
JLW Management Services Pty Ltd;
JLW Property Fund Advisors Ltd;
JLW CRES Pty Ltd; and
Xxxxx Lang Wootton Transact Pty Ltd.
