Exhibit 10.1









 Exhibit
10.1




First
Amendment To 

Amended
and Restated Multicurrency Credit Agreement

 

This
First Amendment to Amended and Restated Multicurrency Credit Agreement (herein,
the “Amendment”) is
entered into as of March 31, 2005, by and among Jones Lang LaSalle Finance
B.V., the Guarantors party hereto, the Banks party hereto and Harris Trust and
Savings Bank, as Administrative Agent.




Preliminary
Statements




A.  The
Borrower, the Guarantors, the Banks and Harris Trust and Savings Bank, as
Administrative Agent, entered into a certain Amended and Restated Multicurrency
Credit Agreement, dated as of April 13, 2004 (the “Credit
Agreement”). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.




B.  The
Borrower has requested that the Banks agree to certain amendments to the Credit
Agreement, and the Banks are willing to do so under the terms and conditions set
forth in this Amendment.




Now,
Therefore, for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 





	
      Section 1.
	
      Amendments.







Subject
to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as follows:





1.1  Section
7.23 of the Credit Agreement is hereby amended by deleting the percentage
“20%”
appearing in the third and eighth lines thereof and inserting in its place the
percentage “30%”.





	
      Section 2.
	
      Conditions
      Precedent.







This
Amendment shall become effective as of March 31, 2005 upon the Administrative
Agent’s receipt of counterparts hereof executed by the Borrower, the Guarantors,
the Required Banks and the Administrative Agent.





	
      Section 3.
	
      Representations.







In order
to induce the Banks to execute and deliver this Amendment, each of the Borrower
and the Parent hereby represents to the Banks and the Administrative Agent that
as of the date hereof the representations and warranties set forth in
Section 5 of the Credit Agreement are and shall be and remain true and
correct and the Borrower and the Parent are in compliance with the terms and
conditions of the Credit Agreement and no Default or Event of Default has
occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.


   

























	
      Section 4.
	
      Miscellaneous.







4.1.  Except as
specifically amended herein, the Credit Agreement shall continue in full force
and effect in accordance with its original terms. Reference to this specific
Amendment need not be made in the Credit Agreement, the Notes, or any other
instrument or document executed in connection therewith, or in any certificate,
letter or communication issued or made pursuant to or with respect to the Credit
Agreement, any reference in any of such items to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby.




4.2.  The
Borrower agrees to pay on demand all costs and expenses of or incurred by the
Bank in connection with the negotiation, preparation, execution and delivery of
this Amendment, including the fees and expenses of counsel for the
Administrative Agent.




4.3.  This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterpart signature pages, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.




[Signature
Page to Follow]


 





























This
First Amendment to Credit Agreement is entered into as of the date and year
first above written.




 



			
       

	 	
      
      
      Jones
      Lang LaSalle Finance B.V.



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Managing Director
	 	
      

    







	 	 	
       

	 	
      
      
      Jones
      Lang LaSalle Incorporated, as
      Guarantor



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Treasurer
	 	
      

    







	 	 	 
	 	
      
      
      Jones
      Lang LaSalle Co-Investment, Inc., as
      Guarantor



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Treasurer
	 	
      

    






	 	 	  
	 	
      
      
      Jones
      Lang LaSalle International, Inc.,
      as Guarantor



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Treasurer
	 	
      

    
	 	





	 	 	  
	 	
      
      
      LaSalle
      Investment Management, Inc.,
      as Guarantor



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Treasurer
	 	
      

    
	 	













 


[First
Amendment to Credit Agreement]





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      Jones
      Lang LaSalle Americas, Inc., as
      Guarantor



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Treasurer
	 	
      

    





	 	 	 
	 	
      
      
      Jones
      Lang LaSalle Limited,
      as Guarantor



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Attorney-in-fact
	 	
      

    





	 	 	
       

	 	
      
      
      Jones
      Lang LaSalle Gmbh,
      as Guarantor



	 
 	 
 	 
 
		By:  	/s/ Brian P.
Hake
	 	 	
      

    
	 	Title Attorney-in-fact
	 	
      

    
	 	











 


[First
Amendment to Credit Agreement]





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

	 
 	 
 	 
 
		By:  	/s/ Thomas A.
    Batterham
	 	 	
      

    
	 	Title Managing Director
	 	
	 	












 


[First
Amendment to Credit Agreement]





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      Royal
      Bank of Scotland plc

	 
 	 
 	 
 
		By:  	/s/ Richard H.
      Meddleton
	 	 	
      

    
	 	Title Head of Professional
  Practices
	 	
      

       
	 	









 


[First
Amendment to Credit Agreement]





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      LaSalle
      Bank National Association

	 
 	 
 	 
 
		By:  	/s/ Joshua A.
    Proctor
	 	 	
      

    
	 	Title AVP
	 	
      

       
	 	









 


[First
Amendment to Credit Agreement]





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      Bank
      of America, N.A.

	 
 	 
 	 
 
		By:  	/s/ Adam M.
    Goettsche
	 	 	
      

    
	 	Title Vice President 
	 	
      

       
	 	










 


[First
Amendment to Credit Agreement]





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      U.S.
      Bank National Association

	 
 	 
 	 
 
		By:  	/s/ R. Michael
    Newton
	 	 	
      

    
	 	Title Vice President 
	 	
      

       
	 	




 




 


[First
Amendment to Credit Agreement]





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      Barclays
      Bank plc

	 
 	 
 	 
 
		By:  	/s/ David Barton
	 	 	
      

    
	 	Title Associate Director 
	 	
      

       
	 	









 


[First
Amendment to Credit Agreement]





S-8












 
   



	 	 	 
	 	
      HSBC
      Bank PLC

	 
 	 
 	 
 
		By:  	/s/ Paul
Saunders
	 	 	
      

    
	 	Title Global Relationship Manager 
	 	
      

       
	 	









 


[First
Amendment to Credit Agreement]





S-9













 



	 	 	  
	 	
      
      
      Fifth
      Third Bank (Chicago), a Michigan banking
      corporation



	 
 	 
 	 
 
		By:  	/s/ Joseph A.
    Wemhoff
	 	 	
      

    
	 	Title Vice President
	 	
      

       
	 	









 


[First
Amendment to Credit Agreement]





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      Bank
      of Scotland



	 
 	 
 	 
 
		By:  	/s/ Karen Welch
	 	 	
      

    
	 	Title Assistant Vice President
	 	
      

       
	 	











 


[First
Amendment to Credit Agreement]





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      National
      City Bank of
Michigan/Illinois



	 
 	 
 	 
 
		By:  	/s/ James M.
    Kershner
	 	 	
      

    
	 	Title Vice President 
	 	
      

       
	 	











 


[First
Amendment to Credit Agreement]





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      PNC
      Bank, National Association



	 
 	 
 	 
 
		By:  	/s/ Michael E.
  Smith
	 	 	
      

    
	 	Title Senior Vice President 
	 	
      

       
	 	









 


[First
Amendment to Credit Agreement]





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      Wells
      Fargo Bank, N.A.



	 
 	 
 	 
 
		By:  	/s/ Andrew
  Cavallari
	 	 	
      

    
	 	Title Vice President 
	 	
      

       
	 	










 


[First
Amendment to Credit Agreement]





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      The
      Bank of New York



	 
 	 
 	 
 
		By:  	/s/ Mark O’Connor
  
	 	 	
      

    
	 	Title Vice President 
	 	
      

       
	 	










 


[First
Amendment to Credit Agreement]





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      The
      Northern Trust Company



	 
 	 
 	 
 
		By:  	/s/ Kurt
Prusener
	 	 	
      

    
	 	Title Vice President 
	 	
      

       
	 	







[First
Amendment to Credit Agreement]
     



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