JOINDER AGREEMENT
EXHIBIT
10.31
This
JOINDER AGREEMENT (the "Agreement") dated as of May 17, 2005, is executed
by and
among HURON CONSULTING GROUP INC., a Delaware corporation (sometimes referred
to
herein as "Parent Borrower"), and HURON CONSULTING SERVICES LLC, a Delaware
limited liability company f/k/a Huron Consulting Group LLC, each of whose
address is 000 X. Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (each of the
foregoing two corporations are jointly, severally and collectively referred
to
in this Agreement as the "Borrower"), Xxxxxx & Xxxx LLC, a Delaware limited
liability company whose address is 000 X. Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000 (hereinafter "Subsidiary"), and LASALLE BANK NATIONAL ASSOCIATION,
a
national banking association (the "Bank"), whose address is 000 Xxxxx XxXxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
RECITALS:
A. Original
Borrower and Bank entered into that certain Amended and Restated Loan and
Security Agreement (the "Loan Agreement") dated February 10, 2005, pursuant
to
which the Bank agreed to provide to Borrower a one (1) year secured revolving
line of credit loan in the principal amount not to exceed at any time the
sum of
Twenty-Five Million and No/100 Dollars ($25,000,000.00). Terms used in this
Agreement and not otherwise defined shall have the meanings given to them
in the
Loan Agreement.
B. Parent
Borrower has acquired Subsidiary and pursuant to Section 8.3(i) of the Loan
Agreement, Subsidiary is required to enter into a joinder agreement pursuant
to
which Subsidiary becomes a party to the Loan Agreement, as a joint and several
borrower under the Loan Agreement and pledges its assets to secure the
Obligations, providing Bank with a senior security interest in such
assets.
NOW,
THEREFORE, in consideration of the foregoing Recitals, the mutual covenants
and
agreements hereinafter set forth, and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Recitals.
The
Recitals set forth above attached hereto are true and correct and are
incorporated into this Amendment by this reference as if they were fully
set
forth herein.
2. Loan
Agreement, Revolving Note, and Pledge of Assets.
The
parties hereby acknowledge and agree that Subsidiary: (a) is hereby added
as a
party to the Loan Agreement and the Revolving Note executed pursuant to the
Loan
Agreement, (b) is hereby deemed to be a Borrower under such Loan Agreement,
Revolving Note and the other Loan Documents, and all references to the
"Borrower" therein shall include Subsidiary; and (c) Subsidiary hereby agrees
to
be bound by, and hereby confirms, the terms and conditions of the Loan
Agreement, the Revolving Note and the other Loan Documents, including but
not
limited to the granting to Bank of a senior security interest in the
Subsidiary's assets, and the Revolving Note delivered pursuant to the Loan
Agreement. As security for the payment of the Obligations, Subsidiary confirms
that it does hereby pledge, assign, transfer and deliver to the Bank and
does
hereby grant to the Bank a continuing and unconditional security interest
in and
to any and all property of such Subsidiary, of any kind or description, tangible
or intangible, whether now existing or hereafter arising or acquired, including,
but not limited to, the property specifically defined as "Collateral" under
Sections 6.1(a) and (b) of the Loan Agreement, and agrees that all of such
property of Subsidiary shall be included within the definition of "Collateral"
under the Loan Agreement, and hereby irrevocably authorizes Bank to execute
and
file any and all financing statements and other documents deemed necessary
or
desirable by Bank to perfect such security interest. Subsidiary hereby agrees
to
execute and deliver to Bank a Fourth Amended and Restated Secured Revolving
Line
of Credit Note, in form and substance satisfactory to Bank, evidencing such
joinder.
3. Notices.
Subsidiary hereby agrees that addresses for any and all notices given to
it in
connection with this Agreement and Loan Agreement shall be all notices shall
be
given to it at the address of the Borrower set forth in Notices provision
of the
Loan Agreement and in the manner set forth in this Agreement.
4. Reaffirmation
of Obligations.
Borrower (i) reaffirms all of its obligations under the Loan Documents to
which
it is a party, (ii) acknowledges that it has no claims, offsets, or defenses
with respect to the payment of sums due under the Loan Agreement or any other
Loan Document, (iii) acknowledges and consents to the modifications required
pursuant to this Agreement, and (iv) acknowledges that, except as otherwise
provided herein, each of the other Loan Documents is hereby ratified and
confirmed and remains in full force and effect.
5. Reaffirmation
of Warranties and Representations.
Borrower hereby represents and warrants to Bank that after giving effect
to this
Agreement (a) all representations and warranties contained in the Loan Documents
are true and correct as of the date hereof as if made on the date hereof
except
to the extent such representation or warranty expressly relates to an earlier
date, (b) as of the date hereof Borrower is in full compliance with the
covenants contained in each of the Loan Documents, except for any covenant
violation heretofore expressly waived by the Bank in writing, and (c) as
of the
date hereof there exists no Event of Default or any condition that, with
the
giving of notice or lapse of time or both, would constitute an Event of Default
under any of the Loan Documents, except for any defaults heretofore expressly
waived by the Bank in writing.
6. Miscellaneous.
(a) Governing
Law.
The
performance and interpretation of this Agreement shall be governed by the
laws
of the State of Illinois (without regard to its conflict of laws provisions).
(b) Entire
Agreement.
This
Agreement constitutes the entire understanding and agreement among the parties
hereto with respect to the subject matter hereof. This Agreement is deemed
to
have been drafted jointly by all parties hereto, and any uncertainty or
ambiguity shall not be construed for or against either party as an attribution
of drafting to either party.
(c) Counterparts.
This
Agreement may be executed in any one or more counterparts, each of which
shall
constitute an original, and all of which, when taken together, shall constitute
but one and the same instrument. Facsimile signature pages of this Agreement
shall be valid and binding as original signatures and shall be considered
an
agreement of the respective parties to fully execute and deliver originally
signed copies of this Agreement.
(d) Severability.
If any
provision of this Agreement be deemed to be invalid or unenforceable, in
whole
or in part, such invalidity or unenforceability shall not be deemed to affect
or
impair the validity of enforceability of any other provision of this Agreement,
and each and every section, paragraph and provision of this Agreement is
hereby
declared to be separable from each and every other section, paragraph and
provision hereof, and to constitute separate and distinct covenants.
(e) Binding
Effect.
This
Agreement shall be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns, provided that neither
Borrower nor Subsidiary shall assign any of their respective rights or
obligations hereunder without the written consent of Bank.
[signature
page follows]
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date first above
written.
|
ATTEST:
By:
/s/
Xxxx X. Xxxxxxx
Name:
Xxxx
X. Xxxxxxx
Title:
Director
of Finance
|
ORIGINAL
BORROWER:
Delaware
corporation
By:
/s/
Xxxxx X. Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
VP of Corporate Development
|
|
ATTEST:
By:
/s/
Xxxx X. Xxxxxxx
Name:
Xxxx
X. Xxxxxxx
Title:
Director
of Finance
|
HURON
CONSULTING SERVICES LLC,
a
Delaware
limited liability company
By:
/s/
Xxxxx X. Xxxxx
Name:
Xxxxx X. Xxxxx
Its:
VP of Corporate Development
|
|
ATTEST:
By:
/s/
Xxxx X. Xxxxxxx
Name:
Xxxx
X. Xxxxxxx
Title:
Director
of Finance
|
SUBSIDIARY:
XXXXXX
& XXXX LLC
By:
Huron Consulting Group Inc., its manager
By:
/s/
Xxxxx X. Xxxxx
Name:
Xxxxx X. Xxxxx
Its:
VP of Corporate Development
|
Agreed
and accepted:
LASALLE
BANK NATIONAL ASSOCIATION
a
national banking association
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx
Xxxxx
Title:
VP
