EXHIBIT 10.1
------------
FOURTH AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO BORROWERS' SECURITY AGREEMENT,
FIRST AMENDMENT TO SUBSIDIARY SECURITY AGREEMENT, AND
CONSENT AND RELEASE OF COLLATERAL AGREEMENT
This Fourth Amendment to Credit Agreement, First Amendment to
Borrowers' Security Agreement, First Amendment to Subsidiary Security
Agreement and Consent and Release of Collateral Agreement (this
"Amendment") dated as of July 9, 1997 among LaSalle Partners Management
Limited Partnership, a Delaware Limited Partnership ("LPML"), LaSalle
Partners Limited Partnership, a Delaware Limited Partnership ("LPL") (LPL
and LPML are hereinafter referred to collectively as the "Borrowers" and
individually as a "Borrower"), the Lenders party hereto, and Xxxxxx Trust
and Savings Bank, as Agent;
W I T N E S S E T H:
WHEREAS, the Borrowers, Lenders and Xxxxxx Trust and Savings Bank, as
Agent, have heretofore executed and delivered a Credit Agreement dated as
of September 6, 1996 (as amended through the Third Amendment thereto dated
as of February 28, 1997, the "Credit Agreement"); and
WHEREAS, the Borrowers have requested that the Lenders consent to the
Transaction (as defined below) and to certain amendments to the Credit
Agreement; and
WHEREAS, each partner of each Borrower will assign all of its
interest in such Borrower to LaSalle Partners Incorporated, a Maryland
corporation ("LP Inc."), LPL will admit LaSalle Partners Corporate &
Financial Services, Inc., a Maryland corporation, as a new general partner,
LPML will admit LaSalle Partners Management Services, Inc., a Maryland
corporation, as a new general partner and LP Inc. will withdraw as a
general partner and be admitted as a limited partner of LPL and LPML
(collectively, the "Transaction"); and
WHEREAS, the parties hereto desire to amend, modify and waive the
Credit Agreement as provided herein;
NOW, THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be and hereby is amended, modified and waived as follows:
1. The defined terms "Net Operating Income" and "Supporting
Subsidiary" contained in Article I of the Credit Agreement are hereby
amended in their entirety and as so amended shall read as follows:
"Net Operating Income" means, for the Borrowers for
any period, their Net Income for such period before all extraordinary items
and all Interest Expense.
"Supporting Subsidiary" means each Person which
executes a counterpart to the Subsidiary Security Agreement and complies
with the requirements of Section 4.3 hereof.
2. Section 5.1 of the Credit Agreement is hereby amended by
deleting the phrase "limited partnerships" appearing in the last sentence
thereof and inserting in its place the word "corporations."
3. Section 6.1(j) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(j) an updated Schedule II along with the
financial statements delivered under subsections (a) and (b) above, as
applicable, for any calendar quarter during which there is a change in any
of the facts specified in Schedule II, as then most recently updated.
4. Section 6.2 of the Credit Agreement is hereby amended by
deleting the phrase ", all such payments to be made exclusively from
capital contributions made to LPL and LPML by their partners" appearing in
the last sentence thereof.
5. Sections 6.13(a) of the Credit Agreement is hereby amended in
its entirety and as so amended shall read as follows:
(a) Short-term obligations of the United States
of America or any agency or instrumentality thereof the obligations of
which are backed by the full faith and credit of the United States of
America.
6. Section 6.16 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 6.16. Rentals. The Borrowers will not,
nor will they permit any Affiliate to, create, incur or suffer to exist
obligations for Rentals in excess of the following amounts during the
following calendar years in the aggregate for the Borrowers and their
Affiliates:
Calendar Year Amount
------------ -----------
1996 $ 7,000,000
1997 $11,100,000
1998 $12,300,000
7. Section 6.17 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 6.17. Net Worth. The Borrowers shall not
on the dates set forth below permit Net Worth to be less than the amount
set forth opposite such date:
- 2 -
DATE NET WORTH SHALL
NOT BE LESS THAN
December 31, 1996 $50,000,000
July 31, 1997 $72,000,000
December 31, 1997 $82,000,000
December 31, 1998 $92,000,000
8. Section 6.23 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 6.23. Distributions. LPML and LPL shall
not make any Distributions to any of their respective partners; provided,
however, LPML and LPL may make Distributions if immediately prior to and
after giving effect to any such Distribution a Default or Unmatured Default
shall not have occurred and be continuing.
9. Sections 5.14, 6.25, 6.26, 7.11, 7.12, 7.13, 7.15 and 7.16 of
the Credit Agreement are each hereby deleted in their entirety and inserted
in their place the following:
Section 5.14. [Intentionally omitted].
Section 6.25. [Intentionally omitted].
Section 6.26. [Intentionally omitted].
Section 7.11. [Intentionally omitted].
Section 7.12. [Intentionally omitted].
Section 7.13. [Intentionally omitted].
Section 7.15. [Intentionally omitted].
Section 7.16. [Intentionally omitted].
10. Section 7.17 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 7.17. At any time fewer than five of the
following individuals continue to be members of senior management of LP
Inc. (or one of its principal Subsidiaries) and active in the management of
LP Inc. (or one of its principal Subsidiaries): Xxxxxx X. Xxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xx.,
Xxxxxxx Xxxxxxxxx, X.X. Xxxx, Xxxx X. Xxxxxxx, and Xxxx X. Xxxx.
11. The Lenders and Agent each hereby consent to the Transaction.
- 3 -
12. (a) Upon receipt of the payment in full of all Facility B
Loans and Facility C Loans the Lenders and Agent agree that all liens and
security interests in the following Collateral shall be released: (i) all
the collateral currently pledged under the Collateral Assignment of
Partnership Interests, as amended, the Subsidiary Collateral Assignment of
Partnership Interests, as amended, the Pledge Agreement, as amended, the
Subsidiary Pledge Agreement, the Floating Charge dated 15th January, 1997,
between LaSalle Partners International, an unlimited liability company
incorporated in England and Wales (Registered number 2547868) ("LaSalle
Partners International") and the Agent, the Mortgage of Shares dated
15th January, 1997 between LPI and the Agent, and the Mortgage of Shares
dated 15th January, 1997 between LaSalle Partners International and the
Agent and (ii) all equipment pledged under the Borrowers' Security
Agreement and Subsidiary Security Agreement. The Agent and Lenders shall
take all actions reasonably requested by the Borrowers to effect such
release, including public filings to evidence such release, it being
understood that notwithstanding the release of the lien on equipment and
other collateral pursuant to this Amendment, the Borrowers are not at this
time requesting the Agent to amend any UCC financing statements previously
filed to reflect such release (other than the termination of certain UCC
financing statements relating to the Borrowers). It being further
understood that any UCC financing statement previously filed does not
constitute a grant of a lien or security interest by either Borrower or any
Supporting Subsidiary on any such collateral.
(b) Each of the Borrowers' Security Agreement and the
Subsidiary Security Agreement is hereby amended to delete the text of
Section 1(a)(ii) and 5 and insert in their place the following:
[Intentionally omitted].
(c) Section 3(b) of the Borrowers' Security Agreement is
hereby amended by deleting the phrase (I) "or places of business other than
those listed on Schedule A" appearing in the eighth and ninth lines thereof
and (II) "or place of business" appearing in the tenth line thereof.
(d) Section 3(b) of the Subsidiary Security Agreement is
hereby amended by deleting the phrase (I) "; and no Debtor has any other
principal place of business other than those listed on Schedule B"
appearing in the eighth and ninth lines thereof and (II) "or place of
business" appearing in the tenth line thereof.
(e) Section 3(b) of the Subsidiary Security Agreement is
hereby further amended by replacing the phrase "immediately preceding
sentence" in the eleventh line thereof with the phrase "two immediately
preceding sentences."
(f) Section 3(g) of the Subsidiary Security Agreement is
hereby amended by inserting immediately after the word "Agreement"
appearing in the third line thereof the following: ",except that LaSalle
Partners Management (Ohio) Limited Partnership may transact business under
the trade name "Xxxxxxxxx/LaSalle Partners."
13. Each Borrower represents and warrants to each Lender and the
Agent that (a) each of the representations and warranties set forth in
Article V of the Credit Agreement is true and correct on and as of the date
of this Amendment as if made on and as of the date
- 4 -
hereof and as if each reference therein to the Credit Agreement referred to
the Credit Agreement as amended hereby; (b) no Default and no event that
with the giving of notice or passage of time, or both, would constitute a
Default has occurred and is continuing; and (c) without limiting the effect
of the foregoing, each Borrower's execution, delivery and performance of
this Amendment has been duly authorized, and this Amendment has been
executed and delivered by duly authorized officers of each Borrower.
14. This Amendment shall become effective upon the satisfaction of
all of the following conditions precedent:
(a) The Borrowers, the Lenders and the Agent shall have
executed and delivered this Amendment and the Supporting Subsidiaries and
LP International, a Wyoming Limited Liability Company shall have executed
the consent attached hereto;
(b) The Dai-Ichi Indebtedness shall have been paid in full or
shall be paid in full with the proceeds of the initial public offering of
common stock of LP Inc., the closing of which shall occur immediately
following the consummation of the Transaction, and all liens granted
securing the Dai-Ichi Indebtedness shall have been released or shall be
released immediately upon such payment;
(c) The Agent shall have received the favorable opinion of
counsel to the Borrowers;
(d) The Agent shall have received copies of the Articles of
Incorporation and bylaws of LP Inc., certified in each instance by its
Secretary;
(e) The Agent shall have received copies of the resolutions
of the Board of Directors of LP Inc. authorizing the Transaction;
(f) The Agent shall have received a copy of each amendment to
each Borrower's partnership agreement executed in connection with the
Transaction; and
(g) The Transaction shall have occurred or shall occur
simultaneously with the effectiveness of this Amendment.
Each Borrower has heretofore executed and delivered to the Agent
certain Security Agreements and each Borrower hereby acknowledges and
agrees that, notwithstanding the execution and delivery of this Amendment,
except as provided herein, the Security Agreements executed by it remain in
full force and effect and the rights and remedies of the Agent thereunder,
the obligations of each Borrower thereunder and the liens and security
interests created and provided for thereunder remain in full force and
effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the
liens and security interests created and provided for by the Security
Agreements as to the indebtedness which would be secured thereby prior to
giving effect to this Amendment.
- 5 -
This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each of
which when so executed shall be an original but all of which shall
constitute one and the same instrument. Except as specifically amended,
waived and modified hereby, all of the terms and conditions of the Credit
Agreement and the other Loan Documents shall remain unchanged and in full
force and effect. All references to the Credit Agreement in any document
shall be deemed to be references to the Credit Agreement as amended hereby.
All capitalized terms used herein without definition shall have the same
meaning herein as they have in the Credit Agreement. This Amendment shall
become effective upon execution by the parties hereto. This Amendment
shall be construed and governed by and in accordance with the internal laws
of the State of Illinois.
Dated as of the date first above written.
LASALLE PARTNERS LIMITED PARTNERSHIP,
a Delaware limited partnership
By: /S/ XXXXX X. XXXX
Xxxxx X. Xxxx
Its: Treasurer
LASALLE PARTNERS MANAGEMENT LIMITED PARTNERSHIP,
a Delaware limited partnership
By: /S/ XXXXXXX X. XXXXX, XX.
Xxxxxxx X. Xxxxx, Xx.
Its: Chief Executive Officer
XXXXXX TRUST AND SAVINGS BANK, in its
individual capacity as a Lender and as Agent
By: /S/ XXXXX X. XXXX
Xxxxx X. Xxxx
Its: Vice President
LASALLE NATIONAL BANK
By: /S/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Its: First Vice President
