Exhibit 10.1


    
      

    

    EXHIBIT
      10.1

    
      SECOND
        AMENDMENT TO 

      AMENDED
        AND RESTATED MULTICURRENCY CREDIT
        AGREEMENT

    

    


    This
      Second Amendment to Amended and Restated Multicurrency Credit Agreement (herein,
      the “Amendment”)
      is
      entered into as of September 15, 2005, by and among Jones Lang LaSalle
      Finance B.V., the Guarantors party hereto, the Banks party hereto and Harris
      N.A. (successor by merger to Harris Trust and Savings Bank), as Administrative
      Agent.


    
       

      PRELIMINARY
        STATEMENTS

    

    


    A.  The
      Borrower, the Guarantors, the Banks and Harris N.A. (successor by merger to
      Harris Trust and Savings Bank), as Administrative Agent, entered into a certain
      Amended and Restated Multicurrency Credit Agreement, dated as of April 13,
      2004 (as amended by the First Amendment thereto dated March 31, 2005, 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
      7.14(i) of the Credit Agreement is hereby amended in its entirety and as so
      amended shall read as follows:

    


    (i)  Loans
      and
      advances to employees and relocation companies in the ordinary course of
      business not to exceed $20,000,000 in the aggregate at any one time outstanding,
      provided
      that
      loans and advances to new employees that are made in lieu of a signing bonus
      or
      similar compensation shall not be considered a loan or advance for purposes
      of
      this Section 7.14 so long as the terms of such loan or advance provide that
      such loan or advance may be forgiven and converted to compensation upon meeting
      certain performance objectives by such employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION 2.

            	
              
                CONDITIONS
                  PRECEDENT.

              

            


    

    


    This
      Amendment shall become effective as of September 15, 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
      Second 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

              	 


      

    


    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-1

        
          

        

      

      
         

      

    

     

    
      	 	
              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

            	 


    

     

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-2

        
          

        

      

      
         

      

    

    


    
      	 	
              HARRIS
                N.A.
                (successor by merger to Harris Trust and Savings Bank), in its individual
                capacity as a Bank and as Administrative Agent

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
              By

            	
              /s/
                

            	
              Aaron
                Lanski

            	 
	 	 	
               

            	
               Title    
                

            	 Vice
              President	 


    

    



    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-3

        
          

        

      

      
         

      

    

    


    
      	
               

            	ROYAL
              BANK OF SCOTLAND PLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/
                

            	
              Simon
                Prideaux

            	 
	 	 	
              Title     
                

            	
              Relationship
                Director

            	 


    

     

    
 

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-4

        
          

        

      

      
         

      

    

    


    
      	
               

            	LASALLE
              BANK NATIONAL ASSOCIATION	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/

            	
              Irene
                Prekezes

            	 
	 	
               

            	
              
                Title     
                  

              

            	First
              Vice President	 


    

     

    
 

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-5

        
          

        

      

      
         

      

    

    


    
      	 	
              BANK
                OF AMERICA, N.A.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/

            	
              Adam
                M. Goettsche

            	 
	 	 	Title     
              	
              
                Vice
                  President

              

            	
               

            


    

     

    
 

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-6

        
          

        

      

      
         

      

    


    


    
      	 	
              U.S.
                BANK
                NATIONAL ASSOCIATION

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/

            	
              R.
                Michael Newton

            	 
	 	 	Title    
              	
              
                Vice
                  President

              

            	
               

            


    

    



    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-7

        
          

        

      

      
         

      

    


    


    
      	
               

            	BARCLAYS
              BANK PLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/
                

            	
              David
                Barton

            	 
	 	 	Title    
              	 Associate
              Director	 


    

     

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-8

        
          

        

      

      
         

      

    

    


    
      	
               

            	HSBC
              BANK PLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/
                

            	
              Paul
                Saunders

            	 
	 	 	
              Title    

            	
              Global
                Relationship Manager

            	 


    

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-9

        
          

        

      

      
         

      

    

    


    
      	
               

            	
              FIFTH
                THIRD BANK (CHICAGO), a
                Michigan banking corporation

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/
                

            	 Joseph
              A. Wemhoff	 
	 	 	
              Title
                

            	
              Vice
                President

            	 


    

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-10

        
          

        

      

      
         

      

    

    


    
      	
               

            	BANK
              OF SCOTLAND	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/
                

            	
              Karen
                Welch

            	 
	 	 	
              Title
                

            	
              Assistant
                Vice President

            	 


    

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-11

        
          

        

      

      
         

      

    

    


    
      	
               

            	NATIONAL
              CITY BANK OF THE MIDWEST	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/

            	
              James
                M. Kershner

            	 
	 	
               

            	
              Title

            	 Vice
              President	 


    

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-12

        
          

        

      

      
         

      

    

     

    
      	 	
              
                PNC
                  BANK,
                  NATIONAL ASSOCIATION

              

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	By	
              /s/
                

            	
              Michael
                E. Smith

            	 
	 	 	
              Title
                

            	
              Senior
                Vice President

            	 


    

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-13

        
          

        

      

      
         

      

    

    


    
      	 	
              
                WELLS
                  FARGO BANK, N.A.

              

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 By	
              
                /s/

              

            	
              
                Andrew
                  Cavallari

              

            	
               

            
	 	 	
              Title
                

            	
              Vice
                President

            	 


    

     

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-14

        
          

        

      

      
         

      

    

    


    
      	 	
              
                THE
                  BANK OF NEW YORK

              

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/

            	
              Mark
                O’Connor

            	 
	 	 	
              Title
                

            	
              Vice
                President

            	 


    

     

     

    
      
        [Second
          Amendment to Credit Agreement]

      

      
        S-15

        
          

        

      

      
         

      

    

    


    
      	 	THE
              NORTHERN TRUST COMPANY	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By

            	
              /s/

            	
              Kurt
                Prusener

            	 
	 	 	
              Title
                

            	
              Vice
                President

            	 


    

     

     

    [Second
      Amendment to Credit Agreement]

    S-16