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S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
Entire Document
 


<PAGE>
                                                                   EXHIBIT 10.18
 
                     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
Harris Trust and Savings Bank, as Agent;

                                  Witnesseth:

     Whereas, the Borrowers, Lenders and Harris 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:

<PAGE>
 
               "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:

<TABLE>
<CAPTION>
       Calendar Year                          Amount
      <S>                                   <C>
           1996                             $ 7,000,000
           1997                             $11,100,000
           1998                             $12,300,000
</TABLE>
 

                                      -2-

<PAGE>
 
     7.   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 (i) immediately prior to and
          after giving effect to any such Distribution a Default or Unmatured
          Default shall not have occurred and be continuing and (ii) the
          aggregate amount of all Distributions made by both LPML and LPL in any
          fiscal year does not exceed 50% of the Net Operating Income for the
          immediately preceding fiscal year.

     8.   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].

     9.   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):  Stuart L. Scott,
          Robert C. Spoerri, William E. Sullivan, Daniel W. Cummings, Charles K.
          Esler, Jr., Lizanne Galbreath, M.G. Rose, Lynn C. Thurber, and Earl E.
          Webb.

     10.  The Lenders and Agent each hereby consent to the Transaction.

                                      -3-

<PAGE>
 
     11.  (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 "Galbreath/LaSalle Partners."

     12.  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 

                                      -4-

<PAGE>
 
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; (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.

     13.  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-

<PAGE>
 
     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 _________________________________
                                       Its ______________________________

                                     LaSalle Partners Management limited
                                        Partnership, a Delaware limited
                                        partnership

                                     By _________________________________
                                       Its ______________________________

                                     Harris Trust and Savings Bank, in its
                                        individual capacity as a Lender and as
                                        Agent

                                     By _________________________________
                                       Its ______________________________

                                     LaSalle National Bank

                                     By _________________________________
                                       Its ______________________________
 

                                      -6-

<PAGE>
 
                                    Consent

     Each of the undersigned has heretofore executed and delivered to the Agent
and each Lender the Guaranty Agreement dated as of September 6, 1996 and, except
for LP International the Subsidiary Security Agreement, and hereby consents to
the Fourth Amendment to the Credit Agreement as set forth above and confirms
that the Guaranty Agreement and, except as provided in the Fourth Amendment,
Subsidiary Security Agreement and all of its obligations under such Guaranty
Agreement and, except as provided in the Fourth Amendment, Subsidiary Security
Agreement remain in full force and effect.  Each of the undersigned further
agrees that the consent of it to any further amendments to the Credit Agreement
shall not be required as a result of this consent having been obtained, except
to the extent, if any, required by the respective Guaranty Agreement and
Subsidiary Security Agreement referred to above.


                         LaSalle Partners Management (Arizona)            
                              Limited Partnership, an Arizona limited     
                              partnership                                 
                                                                          
                         By:  LaSalle Partners Management Limited         
                              Partnership, a Delaware limited partnership 
                              Its:  General Partner                       
                                                                          
                                            By: _________________________ 
                                            Name: Charles K. Esler, Jr.   
                                                  Its:  Chief Executive   
                                                        Officer           
                                                                          
                         LaSalle Partners (Georgia) Limited               
                              Partnership, a Georgia limited partnership  
                                                                          
                         By:  LaSalle Partners Limited Partnership,       
                              a Delaware limited partnership              
                              Its:  General Partner                       
                                                                          
                                            By: _________________________ 
                                            Name: Timothy M. McGarrity    
                                                  Its:  Vice President     

<PAGE>
 
             
                          LaSalle Construction Limited Partnership, a          
                               Delaware limited partnership                   
                                                                              
                          By:  LaSalle Construction Corporation, an Illinois  
                               corporation                                    
                               Its:  General Partner                          
                                                                               
                               By: ___________________________________         
                               Name: Tod D. Lickerman                         
                                     Its:  President                          
                                                                              
                          LaSalle Advisors Limited, a Delaware limited        
                               partnership                                    
                                                                               
                          By:  LaSalle Partners Limited Partnership, a         
                               Delaware limited partnership                   
                               Its:  General Partner                          
                                                                              
                                         By: _________________________         
                                         Name: Timothy M. McGarrity            
                                               Its:  Vice President           
                                                                              
                          ABKB/LaSalle Securities Limited                      
                               Partnership, a Maryland limited partnership     
                                                                              
                          By:  ABKB/LaSalle Securities, Inc., a Maryland       
                               corporation                                    
                               Its:  General Partner                          
                                                                              
                               By: ___________________________________         
                               Name: Daniel W. Cummings                       
                                     Its:  Vice Chairman                       




                                      -2-

<PAGE>
 
                             LaSalle Partners (New York) Limited 
                              Partnership, a New York Limited partnership    
                                                                          
                             By:  LaSalle Partners Incorporated, a New York 
                                  corporation                               
                                  Its:  General Partners                    
                                                                            
                                  By: ___________________________________   
                                  Name: Charles K. Esler, Jr.               
                                        Its:  President                     
                                                                            
                             LaSalle Partners (Colorado) Limited            
                                  Partnership, a Colorado limited partnership
                                                                             
                             By: ________________________________________    
                             Name: Kenneth R. Gillis                         
                                   Its:  General Partner                     
                                                                             
                                                                             
                             LaSalle Partners Management (Illinois)          
                                  Limited Partnership, an Illinois limited   
                                  partnership                                
                                                                             
                             By: ________________________________________    
                             Name: Jon R. Andersen                           
                                   Its:  General Partner                     
                                                                             
                             LSPAM (California) Limited Partnership, a       
                                  California limited partnership             
                                                                             
                             By:  LaSalle Partners Asset Management of       
                                  California, Inc., a California corporation 
                                  Its:  General Partner                      
                                                                             
                                  By: ___________________________________    
                                  Name: Charles K. Esler, Jr.                
                                        Its:  President                      



                                      -3-

<PAGE>
 
                                        LPAML-COPUB Limited Partnership, a
                                             Delaware limited partnership
 
                                        By:  LPAML-COPUB Corporation, a Delaware
                                             corporation
                                             Its:  General Partner
 
                                             By: 
                                                --------------------------------
                                                Name: Charles K. Esler, Jr.
                                                      Its:  President
 
                                        LPAML Colorado Limited Partnership, a
                                             Colorado limited partnership
 
                                        By:
                                           -------------------------------------
                                        Name: Lilly A. Barnett
                                              Its:  General Partner
  
                                        LaSalle Partners Development Limited, a
                                             Delaware limited partnership
 
                                        By:  LaSalle Partners Management Limited
                                             Partnership, a Delaware limited 
                                             partnership
                                             Its:  General Partner
 
                                                   By:
                                                      --------------------------
                                                   Name: Charles K. Esler, Jr.
                                                         Its:  Chief Executive
                                                               Officer
 
                                        LP International, a Limited Liability 
                                             Company, a Wyoming limited 
                                             liability company
 
                                        By:  LaSalle Partners Limited 
                                             Partnership, a Delaware limited 
                                             partnership
 
                                                   By: 
                                                      --------------------------
                                                   Name: Timothy M. McGarrity
                                                         Its:  Vice President


                                      -4-

<PAGE>
 
                                 LaSalle Partners Management (Ohio) Limited
                                   Partnership, an Illinois limited partnership
                             
                             
                                 By: 
                                    -------------------------------------------
                                 Name: Cynthia K. Bucco
                                       Its:  General Partner

                                 LaSalle Partners Management Limited
                                   Partnership, a Florida limited partnership
                             
                             
                                 By:
                                    -------------------------------------------

                                 Name: Robert N. Rea
                                       Its:  General Partner
                             
                                 LSP Services (California) Limited
                                   Partnership, a California limited partnership
                             
                                 By:  LaSalle Partners of California, Inc., a
                                      California corporation
                                      Its:  General Partner
                             
                             
                                      By: 
                                         --------------------------------------
                                      Name: Stuart L. Scott
                                            Its:  President

                             
                                  LaSalle Partners (Illinois) Limited
                                   Partnership, an Illinois limited partnership
                             
                             
                                 By: 
                                    -------------------------------------------
                                 Name: Stuart L. Scott
                                       Its:  General Partner
 


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