<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997
REGISTRATION NO. 333-25741
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
LASALLE PARTNERS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 6531 36-4150422
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION) ---------------
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 782-5800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
WILLIAM E. SULLIVAN
EXECUTIVE VICE PRESIDENT
LASALLE PARTNERS INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 782-5800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
WITH COPIES TO:
CHARLES W. MULANEY, JR., ESQ. THOMAS A. COLE, ESQ.
RODD M. SCHREIBER, ESQ. SIDLEY & AUSTIN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM ONE FIRST NATIONAL PLAZA
(ILLINOIS) CHICAGO, ILLINOIS 60603
333 WEST WACKER DRIVE, SUITE 2100 (312) 853-7000
CHICAGO, ILLINOIS 60606
(312) 407-0700
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C>
Common Stock, $.01 par value per share..... 4,600,000 shares $96,600,000 $29,273.00(3)
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</TABLE>
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(1) Includes 600,000 shares which the U.S. Underwriters have the option to
purchase from the Selling Stockholder to cover over-allotments, if any.
See "Underwriting."
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
(3) Of this amount $27,879.00 was previously paid upon the initial filing of
this Registration Statement on April 24, 1997.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the Offering are as follows:
<TABLE>
<CAPTION>
EXPENSES AMOUNT
-------- ----------
<S> <C>
SEC Registration Fee ......................................... $ 29,273
NASD Fee ..................................................... 10,160
New York Stock Exchange Fee .................................. 81,100
Printing Expenses ............................................ 225,000
Legal Fees and Expenses ...................................... 1,150,000
Transfer Agent and Registrar Fees............................. 10,000
Accounting Fees and Expenses ................................. 275,000
Miscellaneous Expenses ....................................... 219,467
----------
Total..................................................... $2,000,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Restated Articles of Incorporation will relieve the Company's directors
from monetary damages to the Company or its stockholders for breach of such
directors' fiduciary duty as directors. Section 2-418 of the MGCL empowers the
Company to indemnify, subject to the standards contained therein, any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that such person was a director, officer, employee or agent
of the Company, or is or was serving as such with respect to another entity at
the request of the Company. The MGCL also provides that the Company may
purchase insurance on behalf of any such director, officer, employee or agent.
The Company's Restated Articles of Incorporation and Bylaws will provide for
the indemnification of each director and officer of the Company to the fullest
extent permitted by applicable law.
Section 9 of the Underwriting Agreement between the Company and the
Underwriters, a form of which is filed as Exhibit 1.01 hereto, provides for
indemnification by the Company of the Underwriters and each person, if any,
who controls any Underwriter, against certain liabilities and expenses, as
stated therein, including liabilities under the Securities Act of 1933, as
amended.
The Company intends to obtain directors' and officers' liability insurance
("D&O Insurance") prior to the effective date of the Offering, and expects to
continue to carry D&O Insurance following such date. In addition, the Company
will enter into an indemnification agreement with each of its directors and
certain officers of the Company. The D&O Insurance and the indemnification
agreements will insure the Company's officers and directors against certain
liabilities, including liabilities under the securities laws. The Company
expects that the indemnification agreements will indemnify and advance
expenses to its directors and officers to the fullest extent permitted by the
MGCL.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Immediately prior to the closing of the Offering, each of the general and
limited partners of LaSalle Partners Limited Partnership and LaSalle Partners
Management Limited Partnership will contribute all of their respective general
and limited partnership interests in such partnerships to the Company in
exchange for an aggregate of 12,200,000 shares of Common Stock. The issuances
of Common Stock will constitute a "transaction by any issuer not involving any
public offering" and thus will be exempt from the registration requirements of
the Securities Act of 1933 (the "Act") under Section 4(2) thereof.
II-1
<PAGE>
ITEM 16. EXHIBITS.
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.01** Form of Underwriting Agreement
2.01 Subscription Agreement
3.01** Articles of Incorporation of LaSalle Partners Incorporated
3.02** Bylaws of LaSalle Partners Incorporated
3.03** Form of Articles of Amendment and Restatement of LaSalle Partners
Incorporated
3.04** Form of Amended and Restated Bylaws of LaSalle Partners
Incorporated
4.01** Form of certificate representing shares of Common Stock
5.01 Opinion and consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois)
5.02** Opinion and consent of Piper & Marbury L.L.P.
10.01** Credit Agreement, dated as of September 6, 1996, by and among
LaSalle Partners Management Limited Partnership ("LPML"), LaSalle
Partners Limited Partnership ("LPL") and Harris Trust and Savings
Bank ("Harris")
10.02** Security Agreement, dated as of September 6, 1996, by and among
LPL, LPML and Harris
10.03** Supporting Subsidiary Security Agreement, dated as of September 6,
1996, by and among certain subsidiaries named therein and Harris
10.04** Pledge and Security Agreement, dated as of September 6, 1996, by
and among LPL, LPML and Harris
10.05** Collateral Assignment of Partnership Interests, dated as of
September 6, 1996, by and among LPL, LPML and Harris
10.06** Subsidiary Collateral Assignment of Partnership Interests, dated
as of September 6, 1996, by and among certain subsidiaries named
therein and Harris
10.07** Guaranty Agreement, dated as of September 6, 1996, by and among
certain subsidiaries or affiliates of LPL or LPML and Harris
10.08** Contribution and Exchange Agreement, dated as of April 21, 1997,
by and among DEL-LPL Limited Partnership ("DEL-LPL"), DEL-LPAML
Limited Partnership ("DEL-LPAML"), LPL, LPML, The Galbreath
Company ("Galbreath"), Galbreath Company of California, Inc.,
Galbreath Holdings, LLC ("Galbreath Holdings") and the
stockholders of Galbreath
10.09** Agreement for the sale and purchase of shares in CIN Property
Management Limited, dated October 8, 1996, by and between British
Coal Corporation and LaSalle Partners International
10.10** Asset Purchase Agreement, dated as of December 31, 1996, by and
among LaSalle Construction Limited Partnership, LPL, Clune
Construction Company, L.P. and Michael T. Clune
10.11** LaSalle Partners Incorporated 1997 Stock Award and Incentive Plan
10.12** Form of LaSalle Partners Incorporated Employee Stock Purchase Plan
10.13** Form of LaSalle Partners Incorporated Stock Compensation Program
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.14** Registration Rights Agreement, dated as of April 22, 1997, by and
among LaSalle Partners Incorporated, LPL, LPML, DEL-LPL, DEL-
LPAML, DSA-LSPL, Inc. ("DSA-LSPL"), DSA-LSAM, Inc. ("DSA-LSAM")
and Galbreath Holdings
10.15 Form of Indemnification Agreement
10.16** Consent Agreement, dated as of April 15, 1997, by and among DSA-
LSPL, DSA-LSAM, DEL-LPL, DEL-LPAML, DEL/LaSalle Finance Company,
L.L.C. ("DEL/LaSalle"), LPL and LPML
10.17** Consent Agreement, dated as of April 22, 1997, by and among the
Stockholders of Galbreath and the Galbreath Company of
California, Inc., Galbreath Holdings, DEL-LPL, DEL-LPAML,
DEL/LaSalle, LPL and LPML.
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, dated as of July 9, 1997, among LPL, LPML, Harris and
LaSalle National Bank
21.01** List of Subsidiaries
23.01** Consent of KPMG Peat Marwick LLP, independent auditors
23.02** Consent of Deloitte & Touche, LLP, independent auditors
23.03 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in Exhibit 5.01)
23.04** Consent of Piper & Marbury L.L.P. (included in Exhibit 5.02)
23.05** Consent of Darryl Hartley-Leonard
23.06** Consent of Thomas C. Theobald
24.01** Power of Attorney
27.01** Financial Data Schedule
</TABLE>
- --------
**Previously filed
(b) Financial Statement Schedules.
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted because
they are not required under the related instructions, are not applicable or the
information has been provided in the Financial Statements, or the notes
thereto, included in this Registration Statement.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense in any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
CHICAGO, STATE OF ILLINOIS, ON JULY 15, 1997.
LaSalle Partners Incorporated
*
By: _________________________________
Stuart L. Scott
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT TO BE SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors July 15, 1997
____________________________________ and Chief Executive Officer
Stuart L. Scott (Principal Executive Officer)
* President, Chief Operating Officer July 15, 1997
____________________________________ and Director
Robert C. Spoerri
* Executive Vice President, Chief July 15, 1997
____________________________________ Financial Officer and Director
William E. Sullivan (Principal Financial Officer and
Principal Accounting Officer)
* Co-President--LaSalle Advisors July 15, 1997
____________________________________ Capital Management, Inc. and
Daniel W. Cummings Director
* President and Chief Executive July 15, 1997
____________________________________ Officer--LaSalle Partners
Charles K. Esler Management Services, Inc.
and Director
* President, Tenant Representation July 15, 1997
____________________________________ Division--LaSalle Partners
M. G. Rose Management Services, Inc.
and Director
* Co-President--LaSalle Advisors July 15, 1997
____________________________________ Capital Management, Inc. and
Lynn C. Thurber Director
* Managing Director, Investment July 15, 1997
____________________________________ Banking Division, LaSalle
Earl E. Webb Partners Corporate & Financial
Services, Inc. and Director
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman, LaSalle Partners July 15, 1997
____________________________________ Management Services, Inc.
Lizanne Galbreath and Director
</TABLE>
/s/ William E. Sullivan
*By: __________________________
William E. Sullivan
Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
------- ----------- -----------
<C> <S> <C>
1.01** Form of Underwriting Agreement
2.01 Subscription Agreement
3.01** Articles of Incorporation of LaSalle Partners
Incorporated
3.02** Bylaws of LaSalle Partners Incorporated
3.03** Form of Articles of Amendment and Restatement of LaSalle
Partners Incorporated
3.04** Form of Amended and Restated Bylaws of LaSalle Partners
Incorporated
4.01** Form of certificate representing shares of Common Stock
5.01 Opinion and consent of Skadden, Arps, Slate, Meagher &
Flom (Illinois)
5.02** Opinion and consent of Piper & Marbury L.L.P.
10.01** Credit Agreement, dated as of September 6, 1996, by and
among LaSalle Partners Management Limited Partnership
("LPML"), LaSalle Partners Limited Partnership ("LPL")
and Harris Trust and Savings Bank ("Harris")
10.02** Security Agreement, dated as of September 6, 1996, by
and among LPL, LPML and Harris
10.03** Supporting Subsidiary Security Agreement, dated as of
September 6, 1996, by and among certain subsidiaries
named therein and Harris
10.04** Pledge and Security Agreement, dated as of September 6,
1996, by and among LPL, LPML and Harris
10.05** Collateral Assignment of Partnership Interests, dated as
of September 6, 1996, by and among LPL, LPML and Harris
10.06** Subsidiary Collateral Assignment of Partnership
Interests, dated as of September 6, 1996, by and among
certain subsidiaries named therein and Harris
10.07** Guaranty Agreement, dated as of September 6, 1996, by
and among certain subsidiaries or affiliates of LPL or
LPML and Harris
10.08** Contribution and Exchange Agreement, dated as of April
21, 1997, by and among DEL-LPL Limited Partnership
("DEL-LPL"), DEL-LPAML Limited Partnership ("DEL-
LPAML"), LPL, LPML, The Galbreath Company
("Galbreath"), Galbreath Company of California, Inc.,
Galbreath Holdings, LLC ("Galbreath Holdings") and the
stockholders of Galbreath
10.09** Agreement for the sale and purchase of shares in CIN
Property Management Limited, dated October 8, 1996, by
and between British Coal Corporation and LaSalle
Partners International
10.10** Asset Purchase Agreement, dated as of December 31, 1996,
by and among LaSalle Construction Limited Partnership,
LPL, Clune Construction Company, L.P. and Michael T.
Clune
10.11** LaSalle Partners Incorporated 1997 Stock Award and
Incentive Plan
10.12** Form of LaSalle Partners Incorporated Employee Stock
Purchase Plan
10.13** Form of LaSalle Partners Incorporated Stock Compensation
Program
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
------- ----------- -----------
<C> <S> <C>
10.14** Registration Rights Agreement, dated as of April 22,
1997, by and among LaSalle Partners Incorporated, LPL,
LPML, DEL-LPL, DEL-LPAML, DSA-LSPL, Inc. ("DSA-LSPL"),
DSA-LSAM, Inc. ("DSA-LSAM") and Galbreath Holdings
10.15 Form of Indemnification Agreement
10.16** Consent Agreement, dated as of April 15, 1997, by and
among DSA-LSPL, DSA-LSAM, DEL-LPL, DEL-LPAML,
DEL/LaSalle Finance Company, L.L.C. ("DEL/LaSalle"),
LPL and LPML
10.17** Consent Agreement, dated as of April 22, 1997, by and
among the Stockholders of Galbreath and the Galbreath
Company of California, Inc., Galbreath Holdings LLC,
DEL-LPL, DEL-LPAML, DEL/LaSalle, LPL and LPML
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, dated as of July 9, 1997,
among LPL, LPML, Harris and LaSalle National Bank
21.01** List of Subsidiaries
23.01** Consent of KPMG Peat Marwick LLP, independent auditors
23.02** Consent of Deloitte & Touche LLP, independent auditors
23.03 Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois) (included in Exhibit 5.01)
23.04** Consent of Piper & Marbury L.L.P. (included in Exhibit
5.02)
23.05** Consent of Darryl Hartley-Leonard
23.06** Consent of Thomas C. Theobald
24.01** Power of Attorney
27.01** Financial Data Schedule
</TABLE>
- --------
**Previously filed
<PAGE>
EXHIBIT 2.01
FORM OF
SUBSCRIPTION AGREEMENT
----------------------
SUBSCRIPTION AGREEMENT, effective as of April 23, 1997, by and among
DEL-LPL Limited Partnership, a Delaware limited partnership ("DEL-LPL"), DEL-
LPAML Limited Partnership, a Delaware limited partnership ("DEL-LPAML"),
DEL/LaSalle Finance Company, L.L.C., an Illinois limited liability company
("DEL/LaSalle"), DSA-LSAM, Inc., a Delaware corporation ("DSA-LSAM"), DSA-LSPL,
Inc. ("DSA-LSPL"), a Delaware corporation, Galbreath Holdings, LLC, a Delaware
limited liability company ("G-LLC"), Galbreath-LPL Holdings, LLC, a Delaware
limited liability company ("G-LPL" and, together with DEL-LPL, DEL-LPAML,
DEL/LaSalle, DSA-LSPL, DSA-LSAM, G-LLC and G-LPL, the "Purchasers"), and LaSalle
Partners Incorporated, a Maryland corporation (the "Corporation").
WHEREAS, the Purchasers collectively hold all of the general and
limited partnership interests in LaSalle Partners Limited Partnership, a
Delaware limited partnership ("LPL"), and LaSalle Partners Management Limited
Partnership, a Delaware limited partnership ("LPML");
WHEREAS, LPL and LPML have caused the Corporation to be formed with an
authorized capitalization of 110,000,000 shares, consisting of 100,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock"), and
10,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock");
WHEREAS, LPL holds ten shares of the Common Stock, which shares
constitute on the date hereof all of the issued and outstanding shares of the
Corporation;
WHEREAS, each of the Purchasers desires to exchange all of their
respective general and limited partnership interests in LPL and LPML, upon the
terms and conditions set forth in this Agreement, for shares of Common Stock
(the "Exchange") such that immediately thereafter all of the issued and
outstanding Common Stock of the Corporation will be owned by the Purchasers; and
WHEREAS, immediately following the Exchange, the Corporation will sell
up to 4,000,000 shares of Common Stock (the "Public Offering Shares") to the
public pursuant to a "firm commitment" underwriting agreement (the "IPO"); and
<PAGE>
WHEREAS, the transfers to the Corporation by the Purchasers of all of
the partnership interests in LPL and LPML, together with the transfer of cash to
the Corporation upon the closing of the IPO, shall constitute a transaction
described in Section 351 of the Internal Revenue Code of 1986, as amended, and
this Subscription Agreement is a plan or agreement which defines the rights of
the transferors and transferees as described in Treasury Regulation Section
1.351-1(a)(1).
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
Section 1. Agreement to Issue and Purchase Securities. The
Corporation hereby agrees to issue to each Purchaser that number of shares of
Common Stock set forth opposite such Purchaser's name on Exhibit A hereto (such
shares of Common Stock being hereinafter referred to as the "Securities") in
exchange for the transfer by such Purchaser to the Corporation of its entire
general and limited partnership interest in LPL and LPML.
Section 2. The Closing. The closing (the "Closing") of the
transactions contemplated by this Agreement shall be held immediately prior to
the closing of the IPO. The date of the Closing is herein referred to as the
"Closing Date."
Section 3. Representations and Warranties of the Corporation. The
Corporation represents and warrants that:
3.1 The Corporation is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland and has all
requisite corporate power and authority to own its assets and properties and to
conduct its business.
3.2 The Corporation has full legal right, power and authority to
execute and deliver this Agreement and to issue and deliver the Securities, all
of which have been duly authorized by all necessary corporate action. The
execution and delivery of this Agreement do not, and the issuance of the
Securities and the performance of this Agreement in accordance with its terms
will not, (i) violate or conflict with any provisions of any law, rule or
regulation applicable to the Corporation, (ii) violate or conflict with the
Articles of Incorporation or the Bylaws of the Corporation, (iii) violate or
conflict with or result in the breach of any contract, agreement, instrument,
lease or license to which the Corporation is
2
<PAGE>
a party or by which it is bound, (iv) result in the creation of any encumbrance
or charge upon any of the Corporation's assets or (v) violate any order,
judgment, injunction, award or decree applicable to the Corporation of any
court, arbitrator or governmental or regulatory body.
3.3 This Agreement constitutes the valid and legally binding
obligation of the Corporation, enforceable against the Corporation in accordance
with its terms, except to the extent that its enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally and by principles of equity regarding
the availability of remedies.
3.4 The Securities, when issued and delivered pursuant to this
Agreement, will be validly issued, fully paid and nonassessable.
3.5 The authorized capital stock of the Corporation consists solely
of (a) 100,000,000 shares of Common Stock, of which 16,200,000 shares will be
issued and outstanding upon consummation of the IPO, and (b) 10,000,000 shares
of Preferred Stock, none of which will be issued and outstanding upon
consummation of the IPO.
Section 4. Representations and Warranties of Each Purchaser. Each
Purchaser, severally but not jointly, represents and warrants to the other
parties hereto that:
4.1 Such Purchaser has full legal right, power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement do not, and
the performance of this Agreement in accordance with its terms will not, (i)
violate or conflict with any law, rule or regulation applicable to such
Purchaser, (ii) violate or conflict with the limited partnership agreement,
certificate of incorporation, bylaws or limited liability agreement, as
applicable, of such Purchaser, (iii) violate or conflict with or result in the
breach of any contract, agreement, instrument, lease or license to which such
Purchaser is a party or by which such Purchaser is bound, (iv) result in the
creation of any encumbrance or charge upon the general or limited partnership
interests in LPL and LPML held by such Purchaser or (v) violate any order,
judgment, injunction, award or decree applicable to such Purchaser of any court,
arbitrator or governmental or regulatory body.
3
<PAGE>
4.2 This Agreement constitutes the valid and legally binding
obligation of such Purchaser enforceable against such Purchaser in accordance
with its terms, except to the extent that its enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally and by principles of equity regarding
the availability of remedies.
4.3 The general and limited partnership interests in LPL and LPML
held by the Purchasers are the only partnership or other ownership interests in
LPL and LPML outstanding; upon consummation of the transactions contemplated by
this Agreement, the Corporation will acquire good and valid title to the
partnership interests in LPL and LPML held by such purchaser, free and clear of
any liens, claims, charges or encumbrances of any kind whatsoever.
4.4 Such Purchaser, as of the date hereof, has, and as of the Closing
Date, will have:
(a) acknowledged that neither it nor anyone acting on its behalf
has directly or indirectly offered the Securities or any part thereof for sale
to, or solicited any offer to buy the same from, any other person;
(b) acknowledged that the Securities will not be registered as
of the Closing Date under the Securities Act by reason that the sale
contemplated hereby is exempt from registration pursuant to Section 4 of the
Securities Act of 1933, as amended (the "Securities Act"), and that reliance of
the Corporation on such exemption is predicated in part on the representations
set forth in this Section 4.4;
(c) represented and warranted that the Securities are being
acquired by it for its own account and not with a view to, or for sale in
connection with, any distribution thereof in violation of the Securities Act,
except for the distribution by (i) G-LPL of all the Securities held by it to its
members and (ii) G-LLC of all of the Securities held by it either (x) to an
affiliated limited liability company, which interests will be transferred into
three separate trusts whose beneficiaries are members of G-LPL or members of
their immediate family or (y) to its members or trusts whose beneficiaries are
members of G-LPL or members of their immediate family (the distributees set
forth in this Section 4.4(c), collectively, the "Galbreath Transferees");
4
<PAGE>
(d) represented and warranted that it has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment, and has the ability to suffer the total loss
of its investment;
(e) represented and warranted that in making the decision to
acquire the Securities, such Purchaser has relied upon independent investiga-
tions made by such Purchaser, and to the extent believed appropriate by such
Purchaser, by such Purchaser's own professional, financial, tax and other
advisors;
(f) represented and warranted that it has had access prior to
its acquisition of the Securities to such information relating to the
Corporation as it desired and that it has had the opportunity to ask questions
of and receive answers from the Corporation concerning the terms and conditions
of the offering of the Securities and the IPO and to obtain additional
information (to the extent the Corporation possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to it or to which it had access;
(g) represented and warranted that the offering to such
Purchaser was made only through direct personal communication between such
Purchaser and a representative of the Corporation and not through public
solicitation or advertising;
(h) acknowledged that it understands that the Securities may not
be sold, transferred or otherwise disposed of without registration under the
Securities Act or an exemption therefrom and that in the absence of an effective
registration statement covering the Securities or an available exemption from
registration under the Securities Act, the Securities must be held indefinitely;
and
(i) acknowledged that it has not entered into any agreement to
sell or otherwise dispose of any of the Securities to be received by it and has
no intention to sell or otherwise dispose of its Securities; provided, that (i)
DEL/LaSalle intends to grant to the underwriters participating in the IPO an
option to purchase up to 600,000 shares of the Common Stock to be received by it
pursuant to this Agreement, for the purpose of covering over-allotments, if any
(the "Option Grant"), (ii) G-LPL and G-LLC intend to distribute all of their
Securities to the Galbreath Transferees.
5
<PAGE>
Section 5. Conditions Precedent to the Obligations of the Parties.
5.1 Conditions Precedent to the Obligations of the Corporation. The
obligation of the Corporation to consummate the transactions contemplated hereby
on the Closing Date is subject, at its option, to (i) the representations and
warranties of the Purchasers being true and correct on the Closing Date with the
same effect as if such representations and warranties had been made at and as of
that time and (ii) the concurrent closing of the IPO.
5.2 Conditions Precedent to the Obligations of the Purchasers. The
obligation of the Purchasers to consummate the transactions contemplated hereby
on the Closing Date is subject, at their option, to (i) the representations and
warranties of the Corporation being true and correct on the Closing Date with
the same effect as if such representations and warranties had been made at and
as of such time, (ii) the concurrent closing of the IPO and (iii) the delivery
of a true, correct and complete copy of an executed underwriting agreement
entered into in connection with the IPO.
Section 6. Transactions at Closing. At the Closing:
6.1 Each Purchaser will deliver to the Corporation instruments
assigning their entire limited and general partnership interests in LPL and
LPML.
6.2 The Corporation will deliver to each Purchaser certificates (in
such denominations and registered in such names as each Purchaser may request)
representing the number of shares of Common Stock set forth opposite such
Purchaser's name on Exhibit A hereto.
Section 7. Miscellaneous.
7.1 No Resale. (a) Except as otherwise provided in the Registration
Rights Agreement, dated April 22, 1997 (the "Registration Rights Agreement"),
by and among the Corporation, LPL, LPML, DEL-LPL, DEL-LPAML, DSA-LSPL, DSA-LSAM
and G-LLC and its permitted assignees, each Purchaser agrees and acknowledges
that it will not, directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of any Securities (each a "transfer") unless:
(i) the transfer is exempt from the registration requirements of the Securities
Act and any applicable state securities laws; (ii) if the Corporation so
requests, the Company receives from the transferor an unqualified opinion of
counsel that such transfer may be affected without registration under the
Securities Act and any applicable state securities laws; and (iii) the
transferee shall agree in writing, in form and substance satisfactory to the
Corporation, to become, and becomes, bound by the restrictions on transfer
applicable to a
6
<PAGE>
Purchaser contained in this Section 7.1; provided, that such restrictions shall
not apply to the sale of up to 600,000 shares of Common Stock by DEL/LaSalle
pursuant to the Option Grant. Each subsequent holder of the Securities, by
taking and holding the same shall be deemed to represent and warrant to the
parties hereto the representations and warranties set forth in Sections 4.4(a) -
(f), (h) and (i).
(b) Any purported transfer in violation of this Section 7.1
shall be null and void and of no force or effect.
(c) The restrictions on transfer contained in this Section 7.1
shall not apply to any transfer pursuant to an effective registration statement
under the Securities Act or Rule 144 under the Securities Act as such rule may
be amended from time to time, and in compliance with all applicable state
securities laws.
7.2 Legends. Each certificate representing shares of Common Stock
issued hereunder shall bear substantially the following legend (unless and until
the Corporation determines, based on the advice of counsel, that such legend is
no longer required to appear thereon):
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS SUCH SHARES HAVE BEEN REGISTERED UNDER THAT
ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE."
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
PROVISIONS OF A SUBSCRIPTION AGREEMENT EFFECTIVE AS OF APRIL 23, 1997, BY
AND AMONG DEL-LPL LIMITED PARTNERSHIP, DEL-LPAML LIMITED PARTNERSHIP,
DEL/LASALLE FINANCE COMPANY, L.L.C., DSA-LSAM, INC., DSA-LSPL, INC.,
GALBREATH HOLDINGS L.L.C., GALBREATH-LPL HOLDINGS, L.L.C. AND LASALLE
PARTNERS INCORPORATED, TO WHICH REFERENCE IS MADE FOR THE TERMS AND
PROVISIONS THEREOF. A COPY OF THE SUBSCRIPTION AGREEMENT MAY BE OBTAINED
UPON REQUEST FROM THE SECRETARY OF THE CORPORATION AND MAY BE INSPECTED AT
THE PRINCIPAL OFFICE OF THE CORPORATION."
7
<PAGE>
7.3 Waiver. Execution of this Agreement shall constitute the waiver
of each Purchaser of any restrictions or prohibitions on the consummation of the
Exchange or of any of the other transactions contemplated hereby (including
restrictions on the transfer by a partner of either limited partnership or
general partnership interests) contained in the partnership agreement pursuant
to which LPL or LPML was formed (as each such agreement is currently in effect).
At or prior to the Closing, the Purchasers shall take any and all actions, and
the general partners of LPL and LPML shall make any filings and notifications
under the laws of any jurisdiction, necessary to effect such waivers.
7.4 Amendment, Extension and Waiver Entire Agreement. At any time
prior to the Closing Date, the Company and the Purchasers may (a) amend this
Agreement, (b) extend the time for the performance of any of the obligations or
other acts of the parties hereto, (c) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (d) waive compliance with any of the agreements or
conditions contained herein. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto. Any
agreement on the part of a party hereto to any extension or waiver under this
Section 7.4 shall be valid only if set forth in an instrument in writing signed
on behalf of such party. Except with respect to the Registration Rights
Agreement, this Agreement constitutes the entire agreement between the parties
and supersedes and cancels any and all prior agreements between the partes
relating to the subject matter hereof.
7.5 Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:
(a) by mutual consent of the parties hereto; and
(b) by the Corporation or any of the Purchasers if the Closing
does not occur on or before November 15, 1997; provided that neither the
Corporation nor any Purchaser shall be entitled to terminate this Agreement
pursuant to this Section 7.5(b) if such party's knowing or willful breach of
this Agreement has prevented the consummation of the transactions contemplated
hereby.
7.6 Notices. All notices, requests, demands and other communications
made under or by reason of the provisions of this Agreement will be in writing
and will be given by hand-delivery, certified or registered mail, return receipt
requested, telex, telecopier (with a copy also sent by hand delivery or air
8
<PAGE>
courier, which shall not alter the time at which the telecopier notice is deemed
received), or air courier to the parties at the addresses set forth below. Such
notices shall be deemed given: at the time personally delivered, if delivered by
hand with receipt acknowledged; at the time received if sent certified or
registered mail; when answered back, if telexed; upon transmission thereof by
the sender and issuance by the transmitting machine of a confirmation slip that
the number of pages constituting the notice have been transmitted without error,
if telecopied, and the first business day after timely delivery to the courier,
if sent by air courier.
(a) If to DEL-LPL, DEL-LPAML or DEL/LaSalle to:
DEL-LPL Limited Partnership
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
Attention: William E. Sullivan
Telephone: (312) 782-3800
Fax: (312) 228-0980
with a copy to:
Hagan & Associates
Suite 4322
200 E. Randolph Drive
Chicago, IL 60606
Attention: Robert C. Hagan
Telephone: (312) 228-2994
Fax: (312) 782-4339
9
<PAGE>
(b) If to DSA-LSPL or DSA-LSAM to:
DSA-LSAM, Inc.
DSA-LSPL, Inc.
c/o Dai-ichi
Life (U.S.A.), Inc.
399 Park Avenue
24th Floor
New York, NY 10022
Attention: President
Telephone: (212) 350-7600
Fax: (212) 308-7582
with a copy to:
O'Melveny & Myers LLP
Citicorp Center
153 East 53rd Street
New York, NY 10022
Attention: Ko-Yung Tung
Telephone: (212) 326-2001
Fax: (212) 326-2061
(c) If to G-LLC or G-LPL to:
Ms. Lizanne Galbreath
437 Madison Avenue
New York, NY 10022
Telephone: (212) 418-2401
Fax: (212) 843-0034
with a copy to:
Howard, Darby & Levin
1330 Avenue of the Americas
New York, NY 10019
Attention: Scott F. Smith
Telephone: (212) 841-1056
Fax: (212) 841-1010
10
<PAGE>
or to such other person or address as such parties shall furnish to the
Corporation in writing.
(d) If to the Corporation, to:
LaSalle Partners Incorporated
200 East Randolph Street
Chicago, IL 60601
Attention: William E. Sullivan
Telephone: (312) 782-5800
Fax: (312) 228-0980
with copies to:
Hagan & Associates
Suite 4322
200 E. Randolph Drive
Chicago, IL 60606
Attention: Robert C. Hagan
Telephone: (312) 228-2994
Fax: (312) 782-4339
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Suite 2100
Chicago, IL 60606
Attention: Rodd M. Schreiber
Telephone: (312) 407-0700
Fax: (312) 407-0411
or to such other person or address as the Corporation shall furnish to the
Purchasers in writing.
7.7 Assignment. The Corporation and each Purchaser shall have the
right at any time or from time to time to assign their rights and delegate their
obligations under this Agreement to one or more of their affiliates or, in the
case of G-LLC and G-LPL, to the Galbreath Transferees, provided, however, that
no such assignment or delegation will relieve the assigning party from its
obligations hereunder. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective successors and assigns.
11
<PAGE>
7.8 Governing Law. This Agreement will be governed and construed and
enforced in accordance with the laws of the State of Maryland, without giving
effect to the conflicts-of-laws provisions thereof.
7.9 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7.10 Headings. The headings of the Sections and Articles of this
Agreement are inserted for convenience only and shall not constitute a part
thereof or affect in any way the meaning or interpretation of this Agreement.
7.11 Transfer Restrictions. The Purchasers hereby agree that the
Corporation may instruct the transfer agent for its Common Stock that the shares
of Common Stock issued hereunder have been issued without registration under the
Securities Act in a transaction not involving any public offering, and, to the
extent consistent with the provisions of this agreement, may give appropriate
"stop transfer" instructions with respect to such shares.
12
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed all as of the day and year first above written.
LaSalle Partners Incorporated
By:
-----------------------------------
Name:
Title:
DEL-LPL Limited Partnership
By:
-----------------------------------
Name:
Title:
DEL-LPAML Limited Partnership
By:
-----------------------------------
Name:
Title:
DEL/LaSalle Finance Company, L.L.C.
By:
-----------------------------------
Name:
Title:
DSA-LSAM, Inc.
By:
-----------------------------------
Name:
Title:
DSA-LSPL, Inc.
By:
-----------------------------------
Name:
Title:
Galbreath Holdings LLC
By:
-----------------------------------
Name:
Title:
Galbreath-LPL Holdings, LLC
By:
-----------------------------------
Name:
Title:
13
<PAGE>
Exhibit A
<TABLE>
<CAPTION>
Purchaser Shares
- ----------------------------------- ---------
<S> <C>
DEL-LPL Limited Partnership 5,054,175
DEL-LPAML Limited Partnership 891,913
DEL/LaSalle Finance Company, L.L.C. 1,826,548
DSA-LSAM, Inc. 334,705
DSA-LSPL, Inc. 1,896,660
Galbreath Holdings, LLC 1,727,027
Galbreath-LPL Holdings, LLC 468,972
----------
12,200,000
</TABLE>
14
<PAGE>
EXHIBIT 5.01
[Letterhead of Skadden, Arps, Slate, Meagher & Flom (Illinois)]
July 15, 1997
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
Re: LaSalle Partners Incorporated --
Registration Statement on
Form S-1 (No. 333-25741)
--------------------------------
Ladies and Gentlemen:
We are acting as special counsel to LaSalle Partners Incorporated, a
Maryland corporation (the "Company"), in connection with the initial public
offering of up to 4,600,000 shares (the "Shares") of the Company's Common Stock,
par value $0.01 per share (the "Common Stock"). Of the 4,600,000 Shares,
4,000,000 Shares (the "Firm Shares") are being issued and sold by the Company
and 600,000 Shares (the "Option Shares") are subject to an over-allotment option
granted by DEL/LaSalle Finance Company, L.L.C. ("DEL/LaSalle") to the
Underwriters (as defined below).
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-1 (File No. 333-25741), as filed with the
Securities and Exchange Commission (the "Commission") under the Act on April 24,
1997, Amendment No. 1 thereto, as filed with the Commission on May 8, 1997,
Amendment No. 2 thereto, as filed with the Commission on June 23, 1997,
Amendment No. 3 thereto, as filed with the Commission on July 3, 1997, and
Amendment No. 4 thereto, as filed with the Commission on July 11, 1997 (such
Regis-
<PAGE>
LaSalle Partners Incorporated
July 15, 1997
Page 2
tration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into by and among the Company,
as issuer, and Morgan Stanley & Co. Incorporated, William Blair & Company,
L.L.C. and Montgomery Securities, as representatives of the several
underwriters named therein (the "Underwriters"), filed as an exhibit to the
Registration Statement; (iii) the Articles of Incorporation and the Bylaws of
the Company, as presently in effect; (iv) a specimen certificate representing
the Common Stock; (v) certain resolutions of the Board of Directors of the
Company and drafts of certain resolutions (the "Draft Resolutions") of the
Pricing Committee of the Board of Directors of the Company (the "Pricing
Committee"), in each case relating to the issuance and sale of the Shares and
related matters; (vi) the form of the Subscription Agreement (the "Subscription
Agreement") proposed to be entered into by the Company and DEL-LPL Limited
Partnership ("DEL-LPL"), DEL-LPAML Limited Partnership ("DEL-LPAML"), DSA-LSPL,
Inc. ("DSA-LSPL"), DSA-LSAM, Inc. ("DSA-LSAM"), DEL/LaSalle, Galbreath-LPL
Holdings, LLC and Galbreath Holdings, LLC ("Galbreath Holdings"); (vii) an
executed copy of the Consent Agreement, dated as of April 15, 1997, by and
among DSA-LSPL, DSA-LSAM, DEL-LPL, DEL-LPAML, DEL/LaSalle, LaSalle Partners
Limited Partnership ("LPL") and LaSalle Partners Management Limited Partnership
("LPML") (the "Dai-ichi Consent Agreement"); and (viii) an executed copy of the
Consent Agreement, dated as of April 22, 1997, by and among the former
stockholders of The Galbreath Company, The Galbreath Company of California,
Inc., Galbreath Holdings, DEL-LPL, DEL-LPAML, DEL/LaSalle, LPL and LPML
(together with the Dai-ichi Consent Agreement, the "Consent Agreements"). We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
<PAGE>
LaSalle Partners Incorporated
July 15, 1997
Page 3
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the practice of law in the State
of Illinois, and we do not express any opinion as to the laws of any other
jurisdiction. With respect to matters of Maryland law, we are relying with your
consent solely on the opinion of Piper & Marbury L.L.P., Baltimore, Maryland, a
copy of which has been delivered to you.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective; (ii) the Draft
Resolutions have been adopted by the Pricing Committee; (iii) the price at which
the Firm Shares are to be sold to the Underwriters pursuant to the Underwriting
Agreement and other matters relating to the issuance and sale of the Firm Shares
have been approved by the Pricing Committee in accordance with the Draft
Resolutions; (iv) the Underwriting Agreement has been duly executed and
delivered; and (v) certificates representing the Firm Shares in the form of the
specimen
<PAGE>
LaSalle Partners Incorporated
July 15, 1997
Page 4
certificate examined by us have been manually signed by an authorized officer of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and delivered to and paid for by the Underwriters
as contemplated by the Underwriting Agreement, the issuance and sale of the Firm
Shares will have been duly authorized, and the Firm Shares will be validly
issued, fully paid and nonassessable.
Based upon and subject to the foregoing, we are of the opinion that
when the Subscription Agreement has been duly executed and delivered and the
transactions contemplated by the Subscription Agreement and the Consent
Agreements have been consummated in accordance with their respective terms, the
Option Shares will have been duly authorized and the Option Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
(ILLINOIS)
<PAGE>
EXHIBIT 10.15
FORM OF
INDEMNIFICATION AGREEMENT
AGREEMENT, effective as of July __, 1997 by and between LaSalle
Partners Incorporated, a Maryland corporation (the "Company"), and
______________ ("Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors and officers the most capable persons available;
WHEREAS, Indemnitee is a director or officer of the
Company;
WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and officers of
public companies in today's environment;
WHEREAS, the Charter and Bylaws of the Company permit the Company to
indemnify and advance expenses to its directors and officers to the full extent
permitted by law and Indemnitee has been serving and continues to serve as a
director or officer of the Company in part in reliance on such Charter and
Bylaws;
WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's continued
service to the Company in an effective manner, and in part to provide Indemnitee
with specific contractual assurance that the protection promised by the
aforesaid Charter and Bylaws will be available to Indemnitee (regardless of,
among other things, any amendment to or revocation of such Charter or Bylaws or
any change in the composition of the Company's Board of Directors or acquisition
transaction relating to the Company), the Company wishes to provide in this
Agreement for the indemnification of and the advancing of expenses to
Indemnitee to the fullest extent (whether partial or complete) permitted by law
and as set forth in this Agreement and, to the extent insurance is obtained, for
the continued coverage of Indemnitee under the Company's directors' and
officers' liability insurance policies;
<PAGE>
NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, another enterprise,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. Certain Definitions:
(a) Change in Control: shall be deemed to have occurred if: (i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than (x) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or (y) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing 30% or more of
the total voting power represented by the Company's then outstanding Voting
Securities; provided, that the foregoing shall not apply to any person who, as
of the date of this Agreement, is the beneficial owner, directly or indirectly,
of securities of the Company representing 30% or more of the Company's Voting
Securities; (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting Securities of the surviving
entity) at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or an agreement for the
sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all the Company's assets.
2
<PAGE>
(b) Claim: any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether instituted by the Company
or any other party, that Indemnitee in good faith believes might lead to the
institution of any such action, suit or proceeding, whether civil, criminal,
administrative, investigative or other.
(c) Expenses: include attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in any Claim relating to any
Indemnifiable Event.
(d) Indemnifiable Event: any event or occurrence related to the
fact that Indemnitee is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by Indemnitee in any such capacity.
(e) Independent Legal Counsel: an attorney or firm of
attorneys, selected by a majority vote of a quorum consisting of directors who
are not parties to such Claim, or if such a quorum cannot be obtained, by the
majority vote of a committee consisting solely of two or more directors not
parties to such Claim and who are duly designated to act in the matter by a
majority vote of the full Board of Directors in which directors who are parties
may participate, or if such a quorum or such a committee cannot be established,
by a majority vote of the full Board of Directors in which directors who are
parties to such Claim may participate, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other than
with respect to matters
3
<PAGE>
concerning the rights of Indemnitee under this Agreement or of other indemnitees
under similar indemnity agreements).
(f) Reviewing Party: any appropriate person or body appointed
by (i) the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such Claim, or if such a quorum cannot be
obtained, by a majority vote of a committee consisting solely of two or more
directors not parties to such Claim and who are duly designated to act in the
matter by a majority vote of the full Board of Directors in which directors who
are parties may participate or (ii) Independent Legal Counsel.
(g) Voting Securities: any securities of the Company entitled
to vote generally in the election of directors.
2. Basic Indemnification Arrangement. (a) In the event Indemnitee
was, is or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant in, a Claim by
reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee to the fullest extent permitted by law as soon as
practicable but in any event no later than thirty days after written demand is
presented to the Company, against any and all Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties or amounts paid in settlement) of such
Claim. Notwithstanding anything in this Agreement to the contrary, prior to a
Change in Control Indemnitee shall not be entitled to indemnification pursuant
to this Agreement in connection with any Claim initiated by Indemnitee unless
the Board of Directors has authorized or consented to the initiation of such
Claim. If so requested by Indemnitee and upon the receipt by the Company of a
written affirmation by Indemnitee of Indemnitee's good faith belief that the
standard of conduct necessary for indemnification has been met, the Company
shall advance (within two business days of such request) any and all Expenses
to Indemnitee (an "Expense Advance").
4
<PAGE>
(b) Notwithstanding the foregoing, (i) the obligations of the
Company under Section 2(a) shall be subject to the condition that the Reviewing
Party shall not have determined (in a written opinion, in any case in which the
Independent Legal Counsel referred to in Section 3 hereof is involved) that
Indemnitee would not be permitted to be indemnified under applicable law and
(ii) the obligation of the Company to make an Expense Advance pursuant to
Section 2(a) shall be subject to the condition that, if, when and to the extent
that the Reviewing Party determines that Indemnitee would not be permitted to be
so indemnified under applicable law, the Company shall be entitled to be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if Indemnitee has
commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified
under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall
not be binding and Indemnitee shall not be required to reimburse the Company for
any Expense Advance until a final judicial determination is made with respect
thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed). If there has not been a Change in Control, the Reviewing Party shall be
selected by the Board of Directors, and if there has been such a Change in
Control, the Reviewing Party shall be the Independent Legal Counsel
referred to in Section 3 hereof. If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence litigation in any
court in the State of Maryland having subject matter jurisdiction thereof and in
which venue is proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect thereof,
including the legal or factual bases therefor, and the Company hereby consents
to service of process and to appear in any such proceeding. Any determination
by the Reviewing Party otherwise shall be conclusive and binding on the Company
and Indemnitee.
5
<PAGE>
3. Change in Control. The Company agrees that if there is a Change
in Control of the Company, then with respect to all matters thereafter arising
concerning the rights of Indemnitee to indemnity payments and Expense Advances
under this Agreement or any other agreement or Company Bylaw now or hereafter in
effect relating to Claims for Indemnifiable Events, the Company shall seek legal
advice only from Independent Legal Counsel. Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and
to what extent the Indemnitee would be permitted to be indemnified under
applicable law. The Company agrees to pay the reasonable fees of the Independent
Legal Counsel referred to above and to fully indemnify such counsel against any
and all expenses (including attorneys' fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant hereto.
4. Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all expenses (including attorneys' fees)
and, if requested by Indemnitee, shall (within two business days of such
request) advance such expenses to Indemnitee which are incurred by Indemnitee in
connection with any action brought by Indemnitee for (i) indemnification or
advance payment of Expenses by the Company under this Agreement or any other
agreement or Company Bylaw now or hereafter in effect relating to Claims for
Indemnifiable Events and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advance expense payment or insurance recovery, as the case may be.
5. Partial Indemnity, Etc. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, judgments, fines, penalties and amounts paid in
settlement of a Claim but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled. Moreover, notwithstanding any other provision of
this Agreement, to the extent that Indemnitee has been successful on the merits
or otherwise in defense
6
<PAGE>
of any or all Claims relating in whole or in part to an Indemnifiable Event or
in defense of any issue or matter therein, including dismissal without
prejudice, Indemnitee shall be indemnified against all Expenses incurred in
connection therewith.
6. Burden of Proof. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.
7. No Presumptions. For purposes of this Agreement, the termination
of any claim, action, suit or proceeding, by judgment, order or settlement
(whether with or without court approval) shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law. For purposes of this Agreement, the termination of
any claim, action, suit or proceeding by conviction or upon a plea of nolo
contendere, or its equivalent, shall create a rebuttable presumption that
Indemnitee did not meet the particular standard of conduct required by
applicable law. In addition, neither the failure of the Reviewing Party to have
made a determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.
8. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall
be in addition to any other rights Indemnitee may have under the Company's
Bylaws or the Maryland General Corporation Law or otherwise. To the extent that
a change in the Maryland General Corporation Law (whether by statute or judicial
decision) permits greater indemnification by agreement than would be afforded
currently under the Company's Bylaws and this Agreement, it is the intent of
the parties hereto that Indemni-
7
<PAGE>
tee shall enjoy by this Agreement the greater benefits so afforded by such
change.
9. Liability Insurance. To the extent the Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director or officer.
10. Period of Limitations. No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against
Indemnitee or Indemnitee's spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such two-year period provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.
11. Amendments, Etc. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
12. Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.
13. No Duplication of Payments. The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, Bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder.
8
<PAGE>
14. Binding Effect, Etc. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns, including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company; spouses; heirs; executors and
personal and legal representatives. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as an officer or director of
the Company.
15. Severability. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) is held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable in any
respect, and the validity and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired and shall remain enforceable to the fullest extent permitted by law.
16. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Maryland applicable to
contracts made and to be performed in such state without giving effect to the
principles of conflicts of laws.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this __ day of June, 1997.
LASALLE PARTNERS INCORPORATED
By
------------------------------------
Name:
Title:
--------------------------------------
Name:
10
<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
-5-
