FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
EXHIBIT
10.34
FIRST
AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This
First Amendment to Amended and Restated Loan and Security Agreement (the
"Amendment")
is
executed as of January 17, 2006, by and among HURON CONSULTING GROUP INC.,
a
Delaware corporation (referred to herein as "Parent"
or
"Parent
Borrower"),
and
HURON CONSULTING SERVICES LLC, a Delaware limited liability company f/k/a
Huron
Consulting Group LLC (referred to herein as "Original
Borrower"),
and
XXXXXX & XXXXX LLC, a Delaware limited liability company ("Subsidiary")
(each
of the foregoing three entities shall collectively be referred to herein
as the
"Borrower")
and
LASALLE BANK NATIONAL ASSOCIATION, a national banking association whose address
is 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the “Bank”),
with
reference to the following facts:
RECITALS:
| A. |
Original
Borrower and Bank entered into that certain Loan and Security Agreement
(the “Original
Loan Agreement”)
dated January 31, 2003, whereby Bank agreed to provide Original Borrower
a
secured, revolving loan in the principal amount not to exceed
$5,000,000.00 (the "Revolving
Loan"),
with a maturity date of January 31, 2004.
|
| B. |
Pursuant
to a First Amendment to Loan and Security Agreement dated January
28, 2004
(the "First
Amendment"),
Original Borrower and Bank agreed to amend the Loan Agreement to,
among
other things, (i) increase the principal amount of the Revolving
Loan to
be $6,500,000.00, and (ii) extend the maturity date of the Revolving
Loan
to February 29, 2004.
|
| C. |
Pursuant
to a Second Amendment to Loan and Security Agreement dated February
11,
2004, Original Borrower and Bank agreed to further amend the Loan
Agreement to (i) increase the principal amount of the Revolving Loan
to be
$15,000,000.00, (ii) extend the maturity date of the Revolving Loan
to
February 10, 2005, and (iii) permit certain advances under the Revolving
Loan to be made on Eligible Work in Process (as defined
below).
|
| D. |
Pursuant
to a Third Amendment to Loan and Security Agreement, Original Borrower
and
Bank agreed to further amend the Loan Agreement to clarify the definition
of the defined term used in the Subsidiary's minimum equity covenant
and
to modify such covenant.
|
| E. |
Pursuant
to a Fourth Amendment to Loan and Security Agreement dated May 7,
2004,
Original Borrower and Bank agreed to further amend the Loan Agreement
in
connection with a potential initial public offering of the Original
Borrower's parent company.
|
| F. |
Pursuant
to a Fifth Amendment to Loan and Security Agreement dated December
3,
2004, Original Borrower and Bank agreed to further amend the Loan
Agreement to waive the covenant requiring audited annual financial
statements for Original Borrower's 2004 fiscal
year.
|
| G. |
Pursuant
to an Amended and Restated Loan and Security Agreement (the "Loan
Agreement")
dated February 10, 2005, Parent, Original Borrower and Bank agreed
to
amend and restate the Original Loan Agreement to: (i) incorporate
the
amendments to the Loan Agreement referred to in the above Recitals;
(ii)
add the Parent as a co-borrower, (iii) increase the principal amount
of
the Revolving Loan to be $25,000,000.00 (iv) extend the maturity
date of
the Revolving Loan to be February 10, 2006, and (v) modify certain
financial covenants.
|
|
H.
|
Pursuant
to a Joinder Agreement dated as of May 17, 2005, the Subsidiary,
which was
acquired by the Parent, became a party to the Loan
Agreement.
|
|
I.
|
Borrower
has requested, and Bank has agreed, to amend the Loan Agreement
to extend
the maturity date of the Revolving Loan to be May 10, 2006, on
the terms
and conditions contained in this
Agreement.
|
NOW,
THEREFORE,
for
valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
|
1.
|
Recitals
and Certain Definitions.
The Recitals set forth above are true and correct and are incorporated
into this Amendment by this reference as if they were fully set
forth
herein. Unless the context requires otherwise, terms defined in
the Loan
Agreement shall have the same meaning in this Amendment. The term
“Loan
Agreement” as defined therein and in the other Loan Documents shall mean
the Loan Agreement as amended, including by this
Amendment.
|
|
2.
|
Amendment.
In
order to amend the Loan Agreement in accordance with Recital I
above, the
following definition in Section 1.1 of the Loan Agreement is hereby
amended to read as follows:
|
|
|
"Revolving
Loan Maturity Date"
shall mean May 10, 2006, unless extended by the Bank pursuant to
any
modification, extension or renewal note executed by the Borrower
and
accepted by the Bank in its sole and absolute discretion in substitution
of the Revolving Note.
|
|
3.
|
Scope
of Amendment.
This Amendment does not limit the rights of Bank with respect to
any other
loan documents or any other loan or other relationship to which
the
Borrower or Bank may be parties determined, in each case, after
giving
effect to any amendments in connection with this
Amendment.
|
|
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 Amendment, 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 Amendment (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 the
covenant
violation which was waived by Bank under the First Amendment, and
any
other covenant violation heretofore expressly waived by the Bank
in
writing or waived above, 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 the default waived in the First Amendment
or
any other defaults heretofore expressly waived by the Bank in writing
or
waived above.
|
|
6.
|
Borrower
Authorization.
Borrower hereby authorizes Bank to file such financing statements
and
extensions as Bank from time to time deems necessary or desirable
to
continue the perfection of its security interest in the
Collateral.
|
|
7.
|
Conditions
to Effectiveness of Amendment.
The effectiveness of this Amendment is subject to Borrower's satisfaction
of the following conditions:
|
(a) Amendment.
Borrower shall have delivered to Bank a duly executed counterpart of this
Amendment.
(b) Other
Documents.
Borrower shall have delivered to Bank all other documents, certificates and
agreements as Bank may request to accomplish the purposes of this Amendment,
including without limitation certified corporate resolutions and certificates
and good standing certificates.
(c) No
Defaults.
As of
the date of this Amendment, no Event of Default under the Loan Agreement
or any
of the Loan Documents shall have occurred or be continuing, except for the
default waived under the First Amendment above
or
any
other defaults heretofore expressly waived by the Bank in writing or waived
above.
|
8.
|
Counterparts.
This document may be executed in counterparts, which taken together
shall
be considered one and the same
instrument.
|
[EXECUTION
PAGE FOLLOWS]
IN
WITNESS WHEREOF,
the
undersigned have executed this Amendment as of the date first above
written.
BORROWER:
Delaware
corporation
By: /s/
Xxxxxx X. Xxxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxxx
Title: VP
of
Operations / Asst. Secretary
By: /s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title: General
Counsel / Corporate Secretary
HURON
CONSULTING SERVICES LLC,
a
Delaware
limited liability company f/k/a
Huron
Consulting Group LLC
By: /s/
Xxxxxx X. Xxxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxxx
Title: VP
of
Operations / Asst. Secretary
By: /s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title: General
Counsel / Corporate Secretary
XXXXXX
& XXXX LLC
By:
Huron
Consulting Group Inc., its manager
By: /s/
Xxxxxx X. Xxxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxxx
Title: VP
of
Operations / Asst. Secretary
By: /s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title: General
Counsel / Corporate Secretary
BANK:
LASALLE
BANK NATIONAL ASSOCIATION,
a
national banking association
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx
Xxxxx
Title:
VP
