EXHIBIT 10.2
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FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the "Amendment") dated as
of December 31, 2001 among Xxxxx Xxxx LaSalle Finance B.V. (the
"Borrower"), the Guarantors party hereto, the Banks, and Xxxxxx Trust and
Savings Bank, as Administrative Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, Guarantors, Banks and Xxxxxx Trust and Savings
Bank, as Agent, have heretofore executed and delivered a Multicurrency
Credit Agreement dated as of September 21, 2001 (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 I
AMENDMENT
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Subject to satisfaction of the conditions precedent set forth in
Article II below, the Credit Agreement shall be and hereby is amended as
follows:
1.1. Section 2.1(a) of the Credit Agreement is hereby amended by
deleting the first sentence thereof and inserting in its place the
following:
For the period from the Effective Date to and including
the Termination Date, the Borrower shall pay to the
Administrative Agent for the ratable account of the
Banks in accordance with their Percentages a commitment
fee (the "Commitment Fee") on the average daily Unused
Commitments at a rate of: (i) 0.20% per annum for each
day Level I Status exists, (ii) 0.25% per annum for
each day Level II Status exists, (iii) 0.30% per annum
for each day Level III Status exists, (iv) 0.35% per
annum for each day Level IV Status exists, and (v) 0.40%
per annum for each day Level V Status exists.
1.2. The defined terms "Adjusted EBIT", "Adjusted EBITDA",
"Applicable Margin", "Level I Status", "Level II Status", "Level III
Status", and "Pricing Date" appearing in Section 4.1 of the Credit
Agreement are each hereby amended and as so amended shall read as follows:
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"Adjusted EBIT" means, for any period, Consolidated
Net Income for such period PLUS all amounts deducted in
arriving at such Consolidated Net Income for such period for
(i) Interest Expense, (ii) federal, state and local income tax
expense, (iii) all non-cash contributions or accruals to or
with respect to deferred profit sharing or compensation and
(iv) Permitted Adjustments; PROVIDED that any amounts added to
Consolidated Net Income pursuant to clause (iii) 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
Parent or any of its Subsidiaries.
"Adjusted EBITDA" means, for any period, Consolidated
Net Income for such period PLUS all amounts deducted in
arriving at such Consolidated Net Income 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 Parent and its Restricted Subsidiaries, (iv) all
non-cash contributions or accruals to or with respect to
deferred profit sharing or compensation and (v) Permitted
Adjustments; PROVIDED that any amounts added to Consolidated
Net Income pursuant to clause (iv) 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 Parent or
any of its Subsidiaries.
"Applicable Margin" means, on any date for any Domestic
Rate Loan or Eurocurrency Loan the rate per annum set forth
below, as in effect on such date as determined pursuant to the
provisions of the definition of Pricing date:
EURO-
CURRENCY DOMESTIC
LEVEL LOANS RATE LOANS
----- -------- ----------
Level I Status 1.00% 0%
Level II Status 1.25% 0%
Level III Status 1.50% 0%
Level IV Status 2.00% 0%
Level V Status 2.25% 0.25%
; PROVIDED that from the Effective Date until the First Pricing
Date the Borrower shall be in Level III; PROVIDED FURTHER that
from January 1, 2002 until the Pricing Date for the fiscal
quarter of the Parent ending March 31, 2002 the Borrower shall
be in Level IV.
"Level I Status" exists at any date if, at such date,
neither Level IV Status nor Level V Status exists and the Total
Funded Debt to Adjusted EBITDA Ratio is less than 1.75 to 1.0.
"Level II Status" exists at any date if, at such date,
neither Level I Status, Level IV Status nor Level V Status
exists and the Total Funded Debt to Adjusted EBITDA Ratio is
less than 2.25 to 1.0.
"Level III Status" exists at any date if, at such date,
neither Level I Status, Level II Status, Level IV Status nor
Level V Status exists.
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"Pricing Date" means, for any fiscal quarter of the
Parent ended after the date hereof, the latest date by which
the Parent is required to deliver a Compliance Certificate for
such fiscal quarter pursuant to Section 7.6(b). The Applicable
Margin and Commitment Fee established on a Pricing Date shall
remain in effect until the next Pricing Date. If the Parent
has not delivered a Compliance Certificate by the date such
Compliance Certificate is required to be delivered under
Section 7.6(b), Level IV Status or, if such Pricing Date
relates to a fiscal quarter of the Parent ending on or prior to
September 30, 2002, Level V Status, shall be deemed to exist
from such required delivery date until a Compliance Certificate
is delivered before the next Pricing Date. If the Parent
subsequently delivers such a Compliance Certificate before the
next Pricing Date, the Applicable Margin and Commitment Fee
established by such late delivered Compliance Certificate shall
take effect from the date of delivery until the next Pricing
Date. In all other circumstances, the Applicable Margin and
Commitment Fee established by a Compliance Certificate shall
be in effect from the Pricing Date that occurs immediately
after the end of the Parent's fiscal quarter covered by such
Compliance Certificate until the next Pricing Date.
1.3. Section 4.1 of the Credit Agreement is hereby amended by
inserting in proper alphabetical order the following new defined terms:
"Level IV Status" exists at any date if, at such date
Level V Status does not exist and the Borrower would not be in
compliance with any of either Section 7.16, 7.17 or 7.18 hereof
if Adjusted EBIT and Adjusted EBITDA, as applicable, were
calculated without giving effect to the addition of the
Permitted Adjustments.
"Level V Status" exists (i) from the Pricing Date for the
fiscal quarter of the Parent ending March 31, 2002 until the
next Pricing Date if the Adjusted EBITDA (calculated without
giving effect to the addition of the Permitted Adjustments) for
the fiscal quarter of the Parent ending March 31, 2002 is less
than $9,000,000, (ii) from the Pricing Date for the fiscal
quarter of the Parent ending June 30, 2002 until the next
Pricing Date if the Adjusted EBITDA (calculated without giving
effect to the addition of the Permitted Adjustments) for the
period commencing January 1, 2002 and ending June 30, 2002 is
less than $25,000,000 or (iii) from the Pricing Date for the
fiscal quarter of the Parent ending September 30, 2002 until
the next Pricing Date if the Adjusted EBITDA (calculated
without giving effect to the addition of the Permitted
Adjustments) for the period commencing January 1, 2002 and
ending September 30, 2002 is less than $57,000,000.
"Permitted Adjustments" means for the four calendar
quarter period ending on the dates set forth below the amount
set forth opposite such date:
FISCAL QUARTER ENDING PERMITTED ADJUSTMENT
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December 31, 2001 $50,700,000
March 31, 2002 $52,300,000
June 30, 2002 $46,000,000
September 30, 2002 $28,500,000
1.4. Section 7.15 of the Credit Agreement is hereby amended by
deleting the amount "$280,000,000" appearing therein and inserting in its
place the amount "$270,000,000."
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1.5. Section 7.16 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 7.16. FUNDED DEBT TO ADJUSTED EBITDA. The
Parent will as of the last day of each calendar quarter
maintain the ratio of Total Funded Debt as of such day to
Adjusted EBITDA for the four calendar quarters then ended
(the "Total Funded Debt to Adjusted EBITDA Ratio") at not
more than:
TOTAL FUNDED
DEBT TO ADJUSTED
EBITDA RATIO
FROM AND TO AND SHALL NOT BE
INCLUDING INCLUDING GREATER THAN
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June 30, 2001 March 31, 2002 3.00 to 1.00
April 1, 2002 June 30, 2002 2.90 to 1.00
July 1, 2002 Thereafter 2.75 to 1.00
1.6. Section 7.18 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 7.18. LIQUIDITY RATIO. The Parent will as
of the last day of each calendar quarter maintain a Liquidity
Ratio of not less than:
LIQUIDITY RATIO
FROM AND TO AND SHALL NOT BE
INCLUDING INCLUDING GREATER THAN
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October 1, 2001 December 31, 2001 1.05 to 1.00
January 1, 2002 Thereafter 1.10 to 1.00
ARTICLE II
CONDITIONS PRECEDENT
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This Amendment shall become effective as of the date hereof upon
satisfaction of the following conditions precedent:
(a) The Borrower, the Guarantors, the Required Banks and the
Administrative Agent shall have executed and delivered this Amendment; and
(b) The Borrower shall have paid each Bank which executes this
Amendment and delivers its signature page to the Administrative Agent by
the close of business on Friday, February 1, 2002 a non-refundable
amendment fee equal to 0.10% of such Bank's Commitment.
If this Amendment becomes effective, the changes in the Applicable
Margins and the Commitment Fee shall take effect with respect to any Loans,
Letters of Credit and the amount of the Commitments outstanding on December
31, 2001 and on each day thereafter, but any payment of interest, Letter of
Credit fees or Commitment Fees due on or after December 31, 2001 with
respect to Loans or Letters of Credit outstanding or the amount of the
Commitments on account of any day prior thereto shall be computed on the
basis of the Applicable Margin and Commitment fee in effect prior to such
effectiveness.
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ARTICLE III
MISCELLANEOUS
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3.1. To induce the Agent and the Banks to enter into this Amendment,
the Borrower and each Guarantor represents and warrants to the
Administrative Agent and the Banks that: (a) the representations and
warranties contained in the Credit Documents 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 Event of
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 an 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 Bank under the Credit Agreement or any of the
other Credit Documents, nor constitute a waiver or modification of nay
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.
3.5. Capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.
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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.
XXXXX LANG LASALLE FINANCE B.V.
By:
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Title: Director
XXXXX XXXX LASALLE INCORPORATED,
as Guarantor
By:
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Title: Treasurer
XXXXX LANG LASALLE CO-INVESTMENT, INC.,
as Guarantor
By:
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Title: Treasurer
XXXXX XXXX LASALLE INTERNATIONAL, INC.,
as Guarantor
By:
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Title: Treasurer
LASALLE INVESTMENT MANAGEMENT, INC.,
as Guarantor
By:
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Title: Treasurer
XXXXX LANG LASALLE AMERICAS, INC.,
as Guarantor
By:
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Title: Treasurer
XXXXX XXXX LASALLE LIMITED,
as Guarantor
By:
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Title: Authorized Signatory
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XXXXXX TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as
Administrative Agent
By:
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Title:
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LASALLE BANK NATIONAL ASSOCIATION
By:
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Title:
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ROYAL BANK OF SCOTLAND PLC
By:
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Title:
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BANK OF AMERICA, N.A.
By:
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Title:
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JPMORGAN CHASE BANK
By:
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Title:
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US BANK NATIONAL ASSOCIATION
d/b/a/ FIRSTAR BANK, N.A.
By:
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Title:
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THE BANK OF NEW YORK
By:
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Title:
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0
XXX XXXX XX XXXX XXXX, XXXXXXX
XXX XXXX BRANCH
By:
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Title:
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By:
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Title:
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BANK ONE, NA
(Main Office Chicago)
By:
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Title:
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THE NORTHERN TRUST COMPANY
By:
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Title:
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BANK HAPOALIM B.M.
By:
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Title:
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PNC BANK, NATIONAL ASSOCIATION
By:
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Title:
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