FOURTH AMENDED AND RESTATED SECURED REVOLVING LINE OF CREDIT NOTE
EXHIBIT
10.32
FOURTH
AMENDED AND RESTATED
$25,000,000.00 Chicago,
Illinois
May
17, 2005
FOR
VALUE
RECEIVED, HURON CONSULTING GROUP INC., a Delaware
corporation, HURON CONSULTING SERVICES LLC, a Delaware limited
liability company f/k/a Huron Consulting Group LLC and Xxxxxx & Xxxx LLC, a
Delaware limited liability company (each of the foregoing three entities
are
hereby collectively referred to herein as the Borrower), jointly and severally
promise to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION (the “Bank”), at such place as Bank may from time to time
designate in writing, the principal sum of TWENTY-FIVE MILLION AND
NO/100 DOLLARS ($25,000,000.00), or such lesser principal sum as may
then be owed by Borrower to Bank hereunder. Any principal that is borrowed
and
repaid hereunder may be borrowed again in accordance with the terms of
this Note
and that certain Amended and Restated Loan and Security Agreement of even
date
herewith between Borrower and Bank pursuant to which this Note is being
delivered (the "Loan Agreement"). Except as hereinafter provided, Xxxxxxxx’s
obligations and liabilities to Bank under this Note (collectively, the
“Borrower’s Liabilities”) unpaid from time to time shall bear interest at the
rate(s) hereinafter set forth from the date advanced, disbursed or otherwise
incurred until paid.
All
outstanding
principal shall be payable on or prior to February 10, 2006 (the “Maturity
Date”).
The
amount of
principal hereunder shall bear interest as provided in the Loan Agreement.
In
no event will
the interest rate hereunder exceed that permitted by applicable law. If
any
interest or other charge is finally determined by a court of competent
jurisdiction to exceed the maximum amount permitted by law, the interest
or
charge shall be reduced to the maximum permitted by law, and the Bank may
credit
any excess amount previously collected against the balance due or refund
the
amount to the Borrower.
Any
check, draft or
similar item of payment by or for the account of Xxxxxxxx delivered to
Bank on
account of Xxxxxxxx's Liabilities shall, provided the same is honored by
Bank
and final settlement thereof is reflected by irrevocable credit to Bank,
be
applied by Bank on account of Borrower's Liabilities in accordance with
Bank's
funds availability schedule and in such order as Bank shall determine in
its
sole discretion.
Borrower
warrants
and represents to Bank and covenants with Bank that Borrower is not in
the
business of extending credit for the purpose of purchasing or carrying
margin
stock (within the meaning of Regulation U issued by the Board of Governors
of
the Federal Reserve System), and no proceeds represented by this Note will
be
used to purchase or carry any margin stock or to extend credit to others
for the
purpose of purchasing or carrying any margin stock.
This
Note amends
and restates that certain Third Amended and Restated Secured Revolving
Line of
Credit Note (the "Prior Note") in the principal amount of Twenty-Five Million
and 00/100 Dollars ($25,000,000.00) dated February 10, 2005 made by Huron
Consulting Group Inc. and Huron Consulting Services LLC in favor of Bank.
The
indebtedness evidenced by the Prior Note is continuing indebtedness, and
nothing
herein shall be deemed to constitute a payment, settlement or novation
of the
Prior Note, or to release or otherwise adversely affect any lien, mortgage
or
security interest securing such indebtedness or any rights of Bank against
any
guarantor, surety or other party primarily or secondarily liable for such
indebtedness.
The
occurrence of
an Event of Default under the Loan Agreement shall constitute an Event
of
Default under this Note.
Upon
an Event of
Default hereunder, Bank shall have the rights set forth in the Loan Agreement.
The acceptance by Bank of any partial payment made hereunder after the
time when
any obligation under this Note becomes due and payable will not establish
a
custom, or waive any rights of Bank to enforce prompt payment hereof. Borrower
and every endorser hereof waive presentment, demand and protest and notice
of
presentment, protest, default, non-payment, maturity, release, compromise,
settlement, extension or renewal of this Note.
This
Note and
Xxxxxxxx’s Liabilities hereunder are secured by all security interests,
mortgages, liens and encumbrances heretofore, now or hereafter granted
to Bank
by Borrower in the Loan Agreement.
Collection
fees and
costs (including but not limited to reasonable attorneys' fees and costs)
incurred by Bank in connection with the collection or enforcement of this
Note
will be payable in accordance with the Loan Agreement.
If
any provision of
this Note or the application thereof to any party or circumstance is held
invalid or unenforceable, the remainder of this Note and the application
of such
provision to other parties or circumstances will not be affected thereby
and the
provisions of this Note shall be severable in any such instance.
This
Note is
submitted by Borrower to Bank at Bank’s principal place of business and shall be
deemed to have been made thereat. This Note shall be governed and controlled
by
the laws of the State of Illinois as to interpretation, enforcement, validity,
construction, effect, choice of law and in all other respects.
To
induce Bank to
accept this Note, Xxxxxxxx irrevocably agrees that, subject to Bank's sole
and
absolute election, all actions or proceedings in any way, manner or respect,
arising out of or from or related to this Note, shall be litigated in courts
having situs within Cook County, Illinois. Borrower hereby consents and
submits
to the jurisdiction of any local, state or federal court located within
said
county and state. Borrower hereby waives any right Borrower may have to
transfer
or change the venue of any litigation brought against Borrower by Bank
in
accordance with this paragraph.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF,
each of the undersigned has executed this Note as of the date first above
written.
Delaware
corporation
By: /S/
Xxxxx X.
Xxxxx
Name:
Xxxxx X. Xxxxx
Its:
VP of Corporate Development
HURON
CONSULTING SERVICES LLC,
a
Delaware
limited liability company
By: /s/
Xxxxx X.
Xxxxx
Name:
Xxxxx X.
Xxxxx
Its:
VP of Corporate
Development
XXXXXX
&
XXXX
LLC
By:
Huron Consulting Group Inc., its
manager
By: /s/
Xxxxx X.
Xxxxx
Name:
Xxxxx X. Xxxxx
Its:
VP of Corporate
Development
