SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.1
SECOND
AMENDMENT TO CREDIT AGREEMENT
This
SECOND
AMENDMENT TO CREDIT AGREEMENT, dated
as
of February 23, 2007 (the "Amendment”),
is
executed by and among HURON
CONSULTING GROUP INC.,
a
Delaware corporation (the
“Borrower”
or
the
"Company"),
HURON
CONSULTING GROUP HOLDINGS LLC,
a
Delaware limited liability company ("HCG”),
WELLSPRING
MANAGEMENT SERVICES LLC, formerly known as XXXXXX
& XXXX LLC,
a
Delaware limited liability company ("WMS"),
Huron
(UK) LIMITED,
a UK
limited liability company ("Huron
UK"),
AAXIS
TECHNOLOGIES, INC.,
a
Virginia corporation ("ATI"),
FAB
ADVISORY SERVICES, LLC,
an
Illinois limited liability company ("FAB"),
GLASS
& ASSOCIATES, INC.,
a
Delaware corporation ("GLASS"),
GLASS
EUROPE LIMITED,
a United
Kingdom Private Company ("GEL"),
THE
PWS GROUP, INC., a
Delaware corporation ("PWS"),
WELLSPRING
PARTNERS, LTD.,
a
Delaware corporation ("Wellspring"),
and
WELLSPRING
VALUATION, LTD.,
a
Delaware corporation ("WVL")
(each
of HCG, HCS, WMS, Huron UK, ATI, FAB, Glass, GEL, PWS, Wellspring and WVL
being
referred to herein as a “Guarantor”
and
collectively referred to herein as the “Guarantors”), and
LASALLE
BANK NATIONAL ASSOCIATION,
a
national banking association, as Administrative Agent (the "Administrative Agent"),
Arranger and Lender (“LaSalle”),
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,
a
national banking association, as Co-Syndication Agent and Lender (“JPMorgan”),
FIFTH
THIRD BANK, a
Michigan banking corporation, as Co-Syndication
Agent and Lender
(“Fifth Third”), BANK OF AMERICA, N.A., a
national banking association, as Lender ("BA"),
and
NATIONAL
CITY BANK,
a
national banking association, as Lender ("National")
(the
foregoing first three (3) Lenders, LaSalle, JPMorgan and Fifth Third, shall
collectively be referred to herein as the "Original
Lenders";
the
latter three (3) Lenders, BA, and National shall collectively be referred
to
herein as the "New
Lenders");
and
all six (6) Lenders shall collectively be referred to herein as the
“Lenders”.
R
E C I T A L S:
A. The
Borrower, Administrative Agent, and Original Lenders entered into that
certain
Credit Agreement dated as of June 7, 2006 (the “Credit
Agreement”),
providing for the Original Lenders to make Revolving Loans to the Borrower
in
the aggregate principal amount of up to Seventy-Five Million and 00/100
Dollars
($75,000,000.00) evidenced by the following notes (collectively, the
“Original
Revolving Notes”):
(i)
that certain Revolving Note dated as of June 7, 2006 in the maximum principal
amount of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) executed
by
the Borrower in favor of LaSalle and made payable to the order of LaSalle;
(ii)
that certain Revolving Note dated as of June 7, 2006 in the maximum principal
amount of Twenty Million and 00/100 Dollars ($20,000,000.00) executed
by the
Borrower in favor of JPMorgan and made payable to the order of JPMorgan;
and
(iii) that certain Revolving Note dated as of June 7, 2006 in the maximum
principal amount of Twenty Million and 00/100 Dollars ($20,000,000.00)
executed
by the Borrower in favor of Fifth Third and made payable to Fifth
Third.
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B. In
connection with the Credit Agreement, HCS, HCG, Xxxxxx & Xxxx LLC (now known
as WMS) and Huron UK executed that certain Guaranty Agreement dated
as of June
7, 2006, and ATI, FAB and Document Review Consulting Services LLC,
a Delaware
limited liability company (“DRC”) executed that certain Guaranty Agreement dated
as of August 14, 2006, both of which Guaranty Agreements were for the
benefit of
the Lenders (each such Guaranty Agreement being referred to herein
as a
“Guaranty”
and
collectively with the Guaranty Agreements referred to in Recital E
below as the
“Guaranties”)
(DRC
subsequently was merged into another Guarantor and therefore no longer
exists as
a separate entity).
C. Pursuant
to that certain First Amendment to Credit Agreement dated as of December
29,
2006 (the "First
Amendment"),
Borrower, Administrative Agent, and Original Lenders, among other
things,
increased the maximum amount of principal that may be borrowed under
the Credit
Agreement to One Hundred Thirty Million and 00/100 Dollars ($130,000,000.00)
in
order to enable Borrower to consummate the following proposed acquisitions
(collectively, the "Acquisitions")
in
early January, 2007: (i) acquisition of all of the outstanding capital
stock of
Wellspring; and (ii) acquisition of all of the outstanding capital
stock of
Glass. Pursuant to the First Amendment, the Amended and Restated
Revolving Notes
dated December 29, 2006 (collectively, the "Existing
Notes")
were
executed and delivered by Borrower in favor of each of the Original
Lenders
reflecting the increased Pro Rata Shares of each of the Original
Lenders in
replacement of the Original Revolving Notes.
D. Under
the
First Amendment, Administrative Agent and Lenders consented to the
maximum
amount of debt to be utilized in connection with the Acquisitions,
as such
consent was required to be obtained under the Credit Agreement.
E. Upon
the
consummation of the Acquisitions, as required by the Credit Agreement,
the
following Guaranty Agreements were executed: (i) Wellspring and WVL
(the
Wellspring subsidiary acquired as part of the Acquisitions) executed
that
certain Guaranty Agreement dated as of January 2, 2007; and (ii)
Glass and GEL
and PWS (the Glass subsidiaries acquired as part of the Acquisitions)
executed
that certain Guaranty Agreement dated January 10, 2007,
F. Borrower
has requested that Administrative Agent and Lenders further amend
the Credit
Agreement to: (i) increase the maximum amount of principal that may
be borrowed
under the Credit Agreement to One Hundred Seventy-Five Million and
00/100
Dollars ($175,000,000.00), with an "accordian" feature allowing for
an
additional amount of up to Fifty Million Dollars ($50,000,000.00)
in principal
to be borrowed; (ii) reduce certain pricing; (iii) modify the covenant
with
respect to the amount of aggregate debt which may be utilized for
an acquisition
or series of related acquisitions in order to increase such amount
to Forty
Million Dollars ($40,000,000.00); (iv) extend the maturity date of
the Revolving
Loans from May 31, 2011 to February 23, 2012; (v) make a clarification
to the
covenant concerning restricted payments; and (vi) modify the "use
of proceeds"
covenant to add an additional Ten Million and 00/100 Dollars ($10,000,000.00)
"bucket" for certain specified uses.
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G. New
Lenders desire to participate in the increased amount of the Revolving
Commitment and to join as parties to the Credit Agreement, as amended,
and the
Borrower, Administrative Agent and Original Lenders desire to have
such
participation and joinder by the New Lenders.
H. Administrative
Agent and Lenders have agreed to the modifications to the Credit
Agreement
requested by Borrower which are set forth in Recital F above, pursuant
to and on
the terms and conditions set forth below. The term "Credit Agreement",
as
hereinafter used in this Amendment, shall mean the Credit Agreement
as defined
in Recital A above, as amended by the First Amendment and this
Amendment.
NOW
THEREFORE, in consideration of the premises and other good and
valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
the
Borrower,
the
Guarantors, the Administrative Agent and the Lenders hereby agree
as
follows:
A
G R E E M E N T S:
1. RECITALS.
The
foregoing Recitals are hereby made a part of this Amendment.
2. DEFINITIONS.
Capitalized words and phrases used herein without definition
shall have the
respective meanings ascribed to such words and phrases in the
Credit
Agreement.
3. AMENDMENTS
TO THE CREDIT AGREEMENT.
3.1 Revolving
Commitment.
The
definition of “Revolving Commitment” in Section 1.1 of the Credit Agreement is
hereby amended in its entirety to read as follows:
“Revolving
Commitment”
means
One Hundred Seventy-Five Million and 00/100 Dollars ($175,000,000.00),
as
reduced from time to time pursuant to Section 6.1. The Company
may elect, by
giving written notice to the Administrative Agent, during the
term of this
Agreement to increase the Revolving Commitment by up to Fifty
Million and 00/100
Dollars ($50,000,000.00); provided that at the time of such election,
and after
giving effect to such election, there is and would be no Unmatured
Event of
Default or Event of Default. Upon such election, the Administrative
Agent will
act on a best efforts basis to arrange for Lenders to provide
such increase,
with any arrangement fees to be agreed upon between LaSalle and
the Company. No
Lender will be obligated to provide any of such increase unless
it approves of
such increase in writing."
3.2 Annex
A.
Annex
A
to the
Credit Agreement is hereby amended to read in its entirety as
set forth in
Annex
A
to this
Amendment.
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3.3 Termination
Date.
The
definition of “Termination Date” in Section 1.1 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"The
earlier to occur of (a) February 23, 2012 or (b) such other date
on which the
Commitments terminate pursuant to Section
6
or
13.
"
3.4 Revolving
Note.
All
references in the Loan Agreement to the “Revolving Note”, “Note” or “Notes”
(collectively, the “Notes”)
shall
be deemed to be references to the Replacement Notes (as defined
below). Borrower
shall execute and deliver: (i) Notes in the form of Exhibit
"A"
hereto
in favor of each of the Original Lenders which shall replace
the Existing Notes
and reflect the modified Pro Rata Shares of each of the Existing
Lenders set
forth in Annex
A
to this
Amendment; and (ii) Notes in the form of Exhibit
"B"
hereto
in favor of each of the New Lenders which shall reflect the Pro
Rata Shares of
such New Lenders set forth in Annex
A
to this
Amendment (the Notes in subsections (i) and (ii) of this Section
3.4 shall
collectively be referred to herein as the "Replacement
Notes").
3.5 Applicable
Margin.
(a) The
definition of "Applicable Margin" in Section 1.1 of the Credit
Agreement is
hereby amended so as to modify the pricing chart included within
such definition
to read in its entirety as follows:
|
Level
|
Total
Debt
to
EBITDA Ratio
|
LIBOR
Margin
|
Base
Rate Margin
|
Non-Use
Fee
Rate
|
L/C
Fee
Rate
|
|
I
|
Greater
than 2.50:1
|
125.0
bps
|
0
bps
|
22.5
bps
|
125.0
bps
|
|
II
|
Greater
than 2.00:1 but less than or equal to 2.50:1
|
112.5
bps
|
0
bps
|
22.5
bps
|
112.5
bps
|
|
III
|
Greater
than 1.50:1 but less than or equal to 2.00:1
|
87.5
bps
|
0
bps
|
20.0
bps
|
87.5
bps
|
|
IV
|
Greater
than 1.00:1 but less than or equal to 1.50:1
|
75.0
bps
|
-50.0
bps
|
17.5
bps
|
75.0
bps
|
|
V
|
Greater
than .50:1 but less than or equal to 1.00:1
|
62.5
bps
|
-50.0
bps
|
15.0
bps
|
62.5
bps
|
|
VI
|
Less
than or equal to .50:1
|
50.0
bps
|
-50.0
bps
|
12.5
bps
|
50.0
bps
|
3.6 Aggregate
Debt Covenant.
Section
11.4(a)(iii)(C) of the Credit Agreement is hereby amended to
increase the
reference therein of Thirty Million and 00/100 Dollars ($30,000,000.00)
to Forty
Million and 00/100 Dollars ($40,000,000.00). Accordingly, such
section is hereby
amended to read in its entirety as follows:
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"(C) The
aggregate debt utilized by the Loan Parties (including any Debt
assumed or
issued in connection therewith, the amount thereof to be calculated
in
accordance with GAAP) in connection with such Acquisition (or
any series of
related Acquisitions) is less than $40,000,000.00."
3.7 Restricted
Payments.
Section
11.3(ii) of the Credit Agreement is hereby amended to read in
its entirety as
follows:
"(ii)
so
long as no Event of Default or Unmatured Event of Default exists
or would result
therefrom, the Company may make such restricted payments in an
amount up to
$10,000,000.00 plus 50% of the quarterly Consolidated Net Income
(adjusted for
non-cash stock compensation expense), plus 50% of the aggregate
Net Cash
Proceeds received with respect to any issuance of Capital Securities.
"
3.8 Use
of
Proceeds.
Section
10.6 of the Credit Agreement is hereby amended to read in its
entirety as
follows:
"10.6
Use
of
Proceeds.
Use the
proceeds of the Loans, and the letters of Credit solely to refinance
amounts
outstanding under the Amended and Restated Loan and Security
Agreement among the
Loan Parties and LaSalle dated February 10, 2005, as amended
from time to time,
for working capital purposes, and for Acquisitions permitted
by Section
11.4,
for
capital expenditures and for other general business purposes,
and may use up to
$10,000,000.00 of such proceeds per Fiscal Year to purchase or
redeem its
Capital Securities, and may use up to an additional $10,000,000.00
of such
proceeds per fiscal year to: (a) make any distribution to any
holders of its
Capital Securities, (b) pay any management fees or similar fees
to any of its
equity holders or any Affiliate thereof, or (c) make any redemption,
prepayment,
defeasance, repurchase or any other payment in respect of any
debt subordinated
to Lenders or set aside funds for any of the foregoing. The Company
shall not
use or permit any proceeds of any Loan to be used, either directly
or
indirectly, for the purpose, whether immediate or incidental
or ultimate, of
"purchasing or carrying" any Margin Stock.
4. COMMITMENT
FEE.
In
addition to any other fees payable by Borrower in connection
with the Credit
Agreement, Borrower shall pay to Administrative Agent, for the
benefit of the
New Lenders, an upfront commitment fee equal to seven and one-half
basis points
(0.075%) of the increase in the maximum amount of the Revolving
Commitment
(which increase is equal to Forty-Five Million Dollars ($45,000,000.00)
as a
result of this Amendment. Such fee shall be payable at the time
of the
Borrower's execution and delivery to Administrative Agent of
this Amendment and
shall be deemed fully earned and non-refundable when paid.
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5. AGENT
FEE LETTER.
Contemporaneous with the execution and delivery by Borrower of
this Amendment,
Borrower shall execute and deliver an Agent Fee Letter in form
and substance
satisfactory to Administrative Agent.
6. JOINDER
OF NEW LENDERS; CO-SYNDICATION AGENT.
The
parties hereto hereby acknowledge that the New Lenders are hereby
added as
parties to the Credit Agreement, as amended by the First Amendment
and this
Amendment. Each of the New Lenders hereby agrees to be a party
to, and be bound
by, the terms and conditions of the Credit Agreement, as so amended.
All
references in the Credit Agreement or in any of the Guaranties
or any of the
other Loan Documents to the term "Lenders" or "any Lender" shall
include the New
Lenders. Annex
B
to the
Credit Agreement, which sets forth the addresses of each of the
parties to the
Credit Agreement for purposes of notices, is hereby amended to
read in its
entirety as set forth in Annex
B
to this
Amendment. The parties further acknowledge that Fifth Third is
now serving as a
Co-Syndication Agent with JPMorgan.
7. REPRESENTATIONS
AND WARRANTIES.
To
induce the Bank to enter into this Amendment, the Borrower hereby
certifies,
represents and warrants to the Bank that:
7.1 Organization.
The
Borrower is a corporation validly existing and in good standing
under the laws
of the State of Delaware. The Borrower is duly qualified to do
business in each
jurisdiction where the nature of its activities requires such
qualification
except where the failure to be so qualified would not have a
Material Adverse
Effect. The Articles of Incorporation and Bylaws, Borrowing Resolutions
and
Incumbency Certificate of the Borrower have not been changed
or amended since
the most recent date that certified copies thereof were delivered
to the Bank.
7.2 Authorization.
The
Borrower is duly authorized to execute and deliver this Amendment
and is duly
authorized to borrow monies under the Credit Agreement, as amended
hereby, and
to perform its Obligations under the Credit Agreement, as amended
hereby.
7.3 No
Conflicts.
The
execution and delivery of this Amendment, the borrowings under
the Credit
Agreement, as amended hereby, and the performance by the Borrower
of its
Obligations under the Credit Agreement, as amended hereby, do
not require any
consent or approval of any governmental agency or authority and
do not conflict
with any provision of law or of the Certificate of Incorporation
or Bylaws of
the Borrower or any agreement binding upon the Borrower (except
for any such
agreement the conflict with which would not have a Material Adverse
Effect)
.
7.4 Validity
and Binding Effect.
The
Credit Agreement, as amended by the First Amendment and hereby,
is a legal,
valid and binding obligation of the Borrower, enforceable against
the Borrower
in accordance with its terms, except as enforceability may be
limited by
bankruptcy, insolvency or other similar laws of general application
affecting
the enforcement of creditors’ rights or by general principles of equity.
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7.5 Compliance
with Credit Agreement.
The
representations and warranties set forth in Section 9 of the
Credit Agreement,
as amended hereby, are true and correct with the same effect
as if such
representations and warranties had been made on the date hereof,
with the
exception that all references to the financial statements shall
mean the
financial statements most recently delivered to the Administrative
Agent and
except for such changes as are specifically permitted under the
Credit
Agreement. In addition, the Borrower has complied with and is
in compliance with
all of the covenants set forth in the Credit Agreement.
7.6 No
Event of Default.
As of
the date hereof, no Event of Default under the Credit Agreement,
as amended
hereby, or event or condition which, with the giving of notice
or the passage of
time, or both, would constitute an Event of Default, has occurred
and is
continuing.
8. CONDITIONS
PRECEDENT.
This
Amendment shall become effective as of the date above first written
after
receipt by the Administrative Agent of the following:
8.1 Amendment.
This
Amendment executed by the Borrower, the Guarantors, the Administrative
Agent and
the Lenders.
8.2 Replacement
Notes.
The
Replacement Notes in favor of each of the Lenders executed by
the
Borrower.
8.3 Agent
Fee Letter and Fees.
The
Agent Fee Letter executed by the Borrower and the payment of
the upfront fees
payable thereunder by the Borrower, with such amount payable
upon the execution
and delivery of this Amendment by the Borrower to the Administrative
Agent.
8.4 Resolutions.
A
certified copy of resolutions of the Board of Directors of the
Borrower
authorizing the execution, delivery and performance of this Amendment
and the
related loan documents.
8.5 Affirmation
of Guaranties.
The
Affirmation of Guaranties executed by the Guarantors in the form
attached
hereto.
8.6 Other
Documents.
Such
other documents, certificates, resolutions and/or opinions of
counsel as the
Bank may request.
9. GENERAL.
9.1 Governing
Law; Severability.
This
Amendment shall be construed in accordance with and governed
by the laws of
Illinois, without regard to conflicts of laws principles. Wherever
possible each
provision of the Credit Agreement, the First Amendment and this
Amendment shall
be interpreted in such manner as to be effective and valid under
applicable law,
but if any provision of the Credit Agreement, the First Amendment
or this
Amendment shall be prohibited by or invalid under such law, such
provision shall
be ineffective to the extent of such prohibition or invalidity,
without
invalidating the remainder of such provision or the remaining
provisions of the
Credit Agreement, the First Amendment and this Amendment.
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9.2 Successors
and Assigns.
This
Amendment shall be binding upon the Borrower, the Guarantors
and the
Administrative Agent, Lenders and their respective successors
and assigns, and
shall inure to the benefit of the Borrower, the Guarantors, the
Administrative
Agent and the Lenders and the successors and assigns of the Administrative
Agent
and the Lenders.
9.3 Continuing
Force and Effect of Loan Documents, Guaranties.
Except
as specifically modified or amended by the terms of this Amendment,
all other
terms and provisions of the Credit Agreement, the First Amendment
and the other
Loan Documents are incorporated by reference herein, and in all
respects, shall
continue in full force and effect. The Borrower, by execution
of this Amendment,
hereby reaffirms, assumes and binds itself to all of the obligations,
duties,
rights, covenants, terms and conditions that are contained in
the Credit
Agreement, the First Amendment and the other Loan Documents.
Each of the
Guarantors, by execution of this Amendment, hereby reaffirms,
assumes and binds
themselves to all of the obligations, duties, rights, covenants,
terms and
conditions that are contained in their respective Guaranties.
9.4 References
to Credit Agreement.
Each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, or
words of like import, and each reference to the Credit Agreement
in any and all
instruments or documents delivered in connection therewith, shall
be deemed to
refer to the Credit Agreement, as amended by the First Amendment
and
hereby.
9.5 Expenses.
The
Borrower shall pay all reasonable costs and expenses in connection
with the
preparation of this Amendment and other related loan documents,
including,
without limitation, reasonable attorneys’ fees and time charges of attorneys who
may be employees of the Administrative Agent or any of the Lenders
or any
affiliate or parent of any of such parties. The Borrower shall
pay any and all
stamp and other taxes, UCC search fees, filing fees and other
costs and expenses
in connection with the execution and delivery of this Amendment
and the other
instruments and documents to be delivered hereunder, and agrees
to save the Bank
harmless from and against any and all liabilities with respect
to or resulting
from any delay in paying or omission to pay such costs and
expenses.
9.6 Counterparts.
This
Amendment may be executed in any number of counterparts, all
of which shall
constitute one and the same
agreement.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment
to
Credit Agreement as of the date first above written.
BORROWER:
a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
GUARANTORS:
HURON
CONSULTING GROUP HOLDINGS LLC,
a
Delaware limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
HURON
CONSULTING SERVICES LLC,
a
Delaware limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
WELLSPRING
MANAGEMENT SERVICES LLC,
formerly
known as XXXXXX
& XXXX LLC,
a
Delaware limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
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HURON
(UK) LIMITED, a
UK
limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
AAXIS
TECHNOLOGIES, INC.,
a
Virginia corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
FAB
ADVISORY SERVICES, LLC,
an
Illinois limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
GLASS
& ASSOCIATES, INC.,
a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
GLASS
EUROPE LIMITED, a
United
Kingdom Private Company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
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THE
PWS GROUP, INC., a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
WELLSPRING
PARTNERS, LTD.,
a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
WELLSPRING
VALUATION, LTD.,
a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
LENDERS:
LASALLE
BANK NATIONAL ASSOCIATION,
a
national banking association, as Administrative Agent, Arranger and
Lender
By: _/s/
Xxxxx Bacon__________________
Name: _David
Bacon __________________
Title: _FVP__________________________
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,
a
national banking association, as Co-Syndication Agent and Lender
By: _/s/
Xxxxxx Xxxxxx ________________
Name: _Nathan
Margol_________________
Title: _Vice
President __________________
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FIFTH
THIRD BANK,
a
Michigan banking corporation, as Co-Syndication
Agent
and
Lender
By: _/s/
Xxxxx Xxxxxxx _______________
Name: _Bruce
Rudolph________________
Title: _Portfolio
Manager_______________
BANK
OF AMERICA, N.A.,
a
national banking association, as Lender
By: _/s/
Xxxxxx X. XxXxxx _____________
Name: _Daniel
J. McHugh______________
Title: _Senior
Vice President_____________
NATIONAL
CITY BANK,
a
national banking association, as Lender
By: _/s/
Xxxxxxxxx X. Xxxxx _____________
Name: _Stephanie
A. Kline______________
Title: _Vice
President __________________
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AFFIRMATION
OF GUARANTIES
This
affirmation of Guaranties ("Affirmation")
is
made by each of the undersigned Guarantors with respect to that certain
Second
Amendment to Credit Agreement of even date herewith (the "Second
Amendment"),
to
which this Reaffirmation is attached, executed by and among Huron Consulting
Group Inc. a Delaware corporation (the "Borrower"),
the
undersigned Guarantors, and LASALLE
BANK NATIONAL ASSOCIATION,
a
national banking association, as Administrative Agent (the "Administrative
Agent"),
Arranger and Lender, JPMORGAN
CHASE BANK NATIONAL ASSOCIATION,
a
national banking association, as Co-Syndication Agent and Lender, FIFTH
THIRD BANK, a
Michigan banking corporation, as Co-Syndication Agent and Lender, BANK
OF AMERICA, N.A.,
a
national banking association, as Lender, and NATIONAL
CITY BANK,
a
national banking association, as Lender (the foregoing six Lenders shall
collectively be referred to herein as the "Lenders").
All
capitalized terms used herein and not defined shall have the meanings assigned
to them in the respective Guaranty Agreements (each referred to herein
as a
“Guaranty”) to which each such Guarantor is a party, as referenced in Recitals B
and E to the Second Amendment. The definition of "Loan Documents" in the
Credit
Agreement shall include each such Guaranty.
Each
of
the Guarantors hereby expressly: (a) consents to the execution by the Borrower,
the Administrative Agent and the Lenders of the Second Amendment; (b)
acknowledges that the Company Obligations of the Borrower means all of
the
"Obligations" of the Borrower as defined in the Credit Agreement, as amended
by
the First Amendment to Credit Agreement dated as of December 29, 2006 and
the
Second Amendment and as such may be further amended from time to time,
and as
evidenced by the Replacement Notes (as defined in the Second Amendment),
as
modified, extended and/or replaced from time to time, and that the obligations
with respect to each Guarantor, means all of "Guarantor Obligations", arising
under such Guarantor’s respective Guaranty; (c) acknowledges that such Guarantor
does not have any set-off, defense, or counterclaim to the payment or
performance of any or all of the Guarantor Obligations of such Guarantor
under
its respective Guaranty; (d) reaffirms, assumes and binds itself in all
respects
to all of the Guarantor’s obligations, liabilities, duties, covenants, terms and
conditions that are contained in its respective Guaranty; (e) agrees that
all
Guarantor Obligations under its respective Guaranty shall continue in full
force
and that the execution and delivery of the Second Amendment to, and its
acceptance by, the Administrative Agent and the Lenders shall not in any
manner
whatsoever (i) impair or affect the liability of any Guarantor to the
Administrative Agent or any Lender under its respective Guaranty, (ii)
prejudice, waive, or be construed to impair, affect, prejudice or waive
the
rights and abilities of the Administrative Agent or any Lender at law,
in equity
or by statute, against any Guarantor pursuant to its respective
Guaranty, and/or (iii) release or discharge, nor be construed to release
or
discharge, any of the Guarantor Obligations owing to the Administrative
Agent or
any Lender by any Guarantor under its respective Guaranty; and (f) represents
and warrants that each of the representations and warranties made by such
Guarantor in any of the documents executed in connection with the Credit
Agreement remains true and correct as of the date hereof.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the undersigned have executed this Affirmation as of the
23rd
day of
February, 2007.
GUARANTORS:
HURON
CONSULTING GROUP HOLDINGS LLC,
a
Delaware limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
HURON
CONSULTING SERVICES LLC,
a
Delaware limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
WELLSPRING
MANAGEMENT SERVICES LLC,
formerly
known as XXXXXX
& XXXX LLC,
a
Delaware limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
HURON
(UK) LIMITED, a
UK
limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
AAXIS
TECHNOLOGIES, INC.,
a
Virginia corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
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FAB
ADVISORY SERVICES, LLC,
an
Illinois limited liability company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
GLASS
& ASSOCIATES, INC.,
a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
GLASS
EUROPE LIMITED,
a
United
Kingdom Private Company
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
THE
PWS GROUP, INC., a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
WELLSPRING
PARTNERS, LTD.,
a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx _________________
Name: _Gary
X. Xxxxx __________________
Title: _CFO
__________________________
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WELLSPRING
VALUATION, LTD.,
a
Delaware corporation
By: _/s/
Xxxx X. Xxxxx ________________
Name: _Gary
X. Xxxxx _________________
Title: _CFO
_________________________
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