EXHIBIT 10.2
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FIRST AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
This First Amendment to Multicurrency Credit Agreement (the
"Amendment") dated as of September 21, 1998 among LaSalle Partners
Incorporated (the "Borrower"), the Guarantors party hereto, the Banks, and
Harris Trust and Savings Bank, as Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, Guarantors, Banks and Harris Trust and Savings
Bank, as Agent, have heretofore executed and delivered a Multicurrency
Credit Agreement dated as of November 25, 1997 (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:
1. The definitions of "Consolidated Net Income", "EBITDA" and
"Fixed Charge Coverage Ratio" contained in Section 4 of the Credit
Agreement are hereby amended in their entirety and as so amended shall read
as follows:
"Consolidated Net Income" means, for any
period, the net income (or net loss) of the Borrower and its Restricted
Subsidiaries for such period computed on a consolidated basis in accordance
with GAAP, but excluding any extraordinary profits or losses; provided that
there shall be included in such determination for such period all such
amounts attributable to any Person acquired pursuant to an Acquisition to
the extent such Person is not subsequently sold or otherwise disposed of
(other than in a transaction pursuant to which the business of such Person
is retained by the Borrower or a Subsidiary of the Borrower) during such
period for the portion of such period prior to such Acquisition.
"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 and (iv) reasonable 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.
"Fixed Charge Coverage Ratio" means as of the last
day of any calendar quarter the ratio of EBITDA less capital expenditures
(as defined in GAAP) for the four calendar quarters of the Borrower then
ended to the sum of (i) Interest Expense for the same four calendar
quarters, (ii) the aggregate principal amount of dividends and other
distributions on the capital stock of the Borrower for the same four
calendar quarters, (iii) 20% of the average daily aggregate principal
amount of Loans outstanding during the same four calendar quarters and
(iv) that portion of long-term Indebtedness (not including the Loans) of
the Borrower or any of its Restricted Subsidiaries which is due and payable
during the same four calendar quarters and is not repaid with proceeds of
the issuance of capital securities or the incurrence of long-term
Indebtedness permitted under Section 7.19 hereof.
2. Section 7.6(b) of the Credit Agreement is hereby amended by
deleting the phrase "Sections 7.14(h)" appearing in the fourth line thereof
and inserting in its place the phrase "Sections 7.14(k)."
3. Section 7.16(b) of the Credit Agreement is hereby amended in
its entirety and as so amended shall read as follows:
(b) The Borrower will not on the last day
of more than four (4) consecutive calendar quarters commencing with the
first full calendar quarter ending after the date the initial loan is
advanced under the Term Agreement, permit the ratio of Total Funded Debt as
of the last day of a calendar quarter to EBITDA for the four calendar
quarters then ended to be greater than 3.00 to 1.00.
4. Section 7.17 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
Section 7.17. Fixed Charge Coverage Ratio.
The Borrower will as of the last day of each calendar quarter maintain a
Fixed Charge Coverage Ratio of not less than 1.75 to 1.00.
5. Section 7.19 of the Credit Agreement is hereby amended by
relettering clause (g) thereof as new clause (h) and inserting immediately
after clause (f) the following:
(g) Indebtedness of the Borrower arising
under the $175,000,000 Credit Agreement dated as of September 21, 1998 (th
"Term Agreement") among LaSalle Partners Incorporated, the
Guarantors party thereto, the Lenders party there and The First
National Bank of Chicago, as Administrative Agent; and
6. The Borrower represents and warrants to each Bank and the Agent
that (a) each of the representations and warranties set forth in Section 5
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 hereof and as if each reference
therein to the Credit Agreement referred to the Credit Agreement as amended
hereby except if any such representation of warranty relates solely to an
earlier date it need only remain true as of such date; (b) no Default and
no Event of Default has occurred and is continuing; and (c) without
limiting the effect of the foregoing, the Borrower's execution, delivery
and performance of this Amendment have been duly authorized, and this
Amendment has been executed and delivered by duly authorized officers of
the Borrower.
7. This Amendment shall become effective upon execution and
delivery by the Borrower, the Required Banks, the Agent, and the
Guarantors.
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 and
modified hereby, all of the terms and conditions of the Credit Agreement
and the other Credit 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 INCORPORATED
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
LASALLE PARTNERS CO-INVESTMENT, INC.,
as Guarantor
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
LP INTERNATIONAL, a limited liability
company, as Guarantor
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
LASALLE PARTNERS INTERNATIONAL, INC.,
as Guarantor
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
LASALLE ADVISORS CAPITAL MANAGEMENT, INC.,
as Guarantor
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
LASALLE PARTNERS MANAGEMENT SERVICES, INC.,
as Guarantor
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
LASALLE PARTNERS CORPORATE & FINANCIAL
SERVICES, INC., as Guarantor
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
LASALLE HOTEL ADVISORS, INC.,
as Guarantor
By: /s/ BRIAN P. HAKE
Title: Vice President and Treasurer
HARRIS TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as Agent
By: [EXECUTED SIGNATURE]
Title: Vice President
LASALLE NATIONAL BANK
By: [EXECUTED SIGNATURE]
Title: First Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: [EXECUTED SIGNATURE]
Title: Corporate Baking Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: [EXECUTED SIGNATURE]
Title: Senior Vice President
THE CHASE MANHATTAN BANK
By: [EXECUTED SIGNATURE]
Title: Vice President
STAR BANK, N.A.
By: [EXECUTED SIGNATURE]
Title: Vice President