SEVENTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.1
SEVENTH
AMENDMENT TO CREDIT AGREEMENT
THIS
SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as
of September 30, 2008, to the Credit Agreement referenced below, is by and among
HURON CONSULTING GROUP INC., as Company, the Guarantors identified on the
signature pages hereto, the Lenders and BANK OF AMERICA, N.A., as Administrative
Agent (in such capacity, the “Administrative
Agent”).
W I T N E
S S E T H
WHEREAS,
a $240 million revolving credit facility and a $220 million term loan have been
made available to the Company pursuant to that certain Credit Agreement dated as
of June 7, 2006 (as amended and modified, including by the First Amendment dated
as of December 29, 2006, the Second Amendment dated as of February 23, 2007, the
Third Amendment dated as of May 25, 2007, the Fourth Amendment dated as of July
27, 2007, the Fifth Amendment dated as of April 1, 2008, and the Sixth Amendment
dated as of July 8, 2008, the “Credit Agreement”)
among the Company, the Guarantors identified therein, the Lenders identified
therein and the Administrative Agent;
WHEREAS,
the Company has requested that the definition of “Consolidated Fixed Charges” in
Section 1.1 of the Credit Agreement be amended; and
WHEREAS,
the Lenders, by act of the Required Lenders, have agreed to the requested
modification on the terms and conditions set forth herein.
NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Defined
Terms. Capitalized terms used herein but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit
Agreement.
2. Amendment to Credit
Agreement. In Section 1.1 (Definitions) of the Credit
Agreement, the defined term “Consolidated Fixed Charges” is amended by deleting
the text “(and including, for purposes hereof, all payments under earnout
obligations whether or not constituting Debt hereunder)” contained
therein.
3. Conditions
Precedent. This Amendment shall not become effective until
receipt by the Administrative Agent of each item listed below, in each case in
form and substance reasonably satisfactory to the Administrative Agent and the
Required Lenders:
(a) Executed Amendment.
Counterparts to this Amendment from the Required Lenders, the Administrative
Agent, the Company and the other Loan Parties.
(b) Fees and
Expenses. Payment of all reasonable costs and expenses of the
Administrative Agent, BAS and the Lenders in connection with this Amendment that
are due and payable on the date hereof (including, without limitation, the
reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, counsel to the
Administrative Agent and BAS).
4. Representations and
Warranties. The Loan Parties hereby affirm the
following:
(a) all
action necessary to authorize the execution, delivery and performance of this
Amendment has been taken;
(b) after
giving effect to this Amendment, the representations and warranties set forth in
the Credit Agreement and the other Loan Documents are true and correct in all
material respects as of the date hereof (except those which expressly relate to
an earlier period); and
(c) before
and after giving effect to this Amendment, no Default or Event of Default shall
exist.
5. Guarantors’
Acknowledgment. Each Guarantor hereby (a) acknowledges and
consents to all of the terms and conditions of this Amendment and
(b) reaffirms that, jointly and severally together with the other
Guarantors, it guarantees the prompt payment and performance of their
obligations as provided in the Guaranty Agreement.
6. Full Force and
Effect. Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Loan Documents (including
schedules and exhibits thereto) shall remain in full force and
effect.
7. Fees and
Expenses. The Company agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including the reasonable fees and
expenses of Xxxxx & Xxx Xxxxx, PLLC.
8. Counterparts. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.
9. Governing
Law. This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois applicable to contracts
made and to be performed entirely within such state, without regard to conflict
of laws principles.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above
written.
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BORROWER:
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a
Delaware corporation
By: /s/ Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Chief Financial Officer
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GUARANTORS:
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HURON
CONSULTING GROUP HOLDINGS LLC,
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a
Delaware limited liability company
By: /s/ Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Chief Financial Officer
HURON
CONSULTING SERVICES LLC,
a
Delaware limited liability company
By: /s/ Xxxx X.
Xxxxx
WELLSPRING MANAGEMENT SERVICES LLC,
Name:
Xxxx X. Xxxxx
Title:
Chief Financial Officer
WELLSPRING MANAGEMENT SERVICES LLC,
formerly
known as XXXXXX & XXXX LLC,
a
Delaware limited liability company
By: /s/ Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Chief Financial Officer
HURON DEMAND LLC,
a
Delaware limited liability company
By: /s/ Xxxx X.
Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Chief Financial Officer
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ADMINISTRATIVE
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AGENT:
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BANK
OF AMERICA, N.A.,
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as
Administrative Agent
By: /s/ Xxxxxxx
Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Vice President
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LENDERS:
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BANK
OF AMERICA, N.A., as L/C Issuer, Swingline Lender and
Lender
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By: /s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
VP
JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X.
Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title:
SVP
FIFTH
THIRD BANK
By: /s/ Xxxxx X.
Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
Senior Vice President
HSBC BANK
USA, NATIONAL ASSOCIATION
By:
Name:
Title:
NATIONAL
CITY BANK
By: /s/ Xxxxxxxxx
Xxxxx
Name:
Xxxxxxxxx Xxxxx
Title:
SVP
THE
PRIVATE BANK AND TRUST COMPANY
By: /s/ Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Managing Director
RBS
CITIZENS, N.A.
By: /s/ M. Xxxxx Xxxxx,
III
Name: M.
Xxxxx Xxxxx, III
Title:
Vice President
SUNTRUST
BANK
By: /s/ J. Xxxxxxx
Xxxxxx
Name: J.
Xxxxxxx Xxxxxx
Title:
Vice President
TD BANK,
N.A.
By:
Name:
Title:
THE
NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X.
Xxxxx
Name:
Xxxxxx X. Xxxxx
Title: Vice President
