Jones Lang LaSalle (JLL) 10-Q 2005 Q1 Quarterly report

 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:

1.1Section 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]

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HSBC Bank PLC
By:	/s/ Paul Saunders
Title Global Relationship Manager

[First Amendment to Credit Agreement]

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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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