Exhibit 10.1 - Third Amendment to Credit Agreement


Exhibit
10.1

 




THIRD
AMENDMENT TO CREDIT AGREEMENT




This
THIRD
AMENDMENT TO CREDIT AGREEMENT, dated as
of May 25, 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”),
HURON
CONSULTING SERVICES LLC, a
Delaware limited liability company ("HCS")
WELLSPRING
MANAGEMENT SERVICES LLC, formerly known as SPELTZ
& WEIS 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"),
WELLSPRING
PARTNERS, LTD., a
Delaware corporation ("Wellspring"),
WELLSPRING
VALUATION, LTD., a
Delaware corporation ("WVL"), and
KABUSHIKI
KAISHA HURON
CONSULTING GROUP (JAPAN), a Japan
corporation ("HURON JAPAN") (each
of HCG, HCS, WMS, Huron UK, ATI, FAB, Glass, GEL, Wellspring, WVL, and Huron
Japan 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"),
NATIONAL
CITY BANK, a
national banking association, as Lender ("National"), and
HSBC
BANK USA, NATIONAL
ASSOCIATION, a
national banking association (“HSBC”) (the
foregoing first three (3) Lenders, LaSalle, JPMorgan and Fifth Third, shall
collectively be referred to herein as the "Original
Lenders"; the
subsequent two (2) Lenders, BA and National, shall collectively be referred to
herein as the "Additional
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  

 







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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.

 

B.  In
connection with the Credit Agreement, HCS, HCG, Speltz & Weis 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 Recitals E and I 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 "December
2006 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 Group, Inc., a Delaware corporation ("PWS") (the
Glass subsidiaries acquired as part of the Acquisitions) executed that certain
Guaranty Agreement dated January 10, 2007; PWS was recently dissolved and is
therefore no longer a Guarantor.

 

F.  Pursuant
to that certain Second Amendment to Credit Agreement dated as of February 23,
2007 (the “Second
Amendment”),
Borrower, Administrative Agent and Lenders further amended 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


 







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($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.

 

G.   The
Second Amendment also: (i) provided for the participation of the Additional
Lenders in the increased amount of the Revolving Commitment and the joinder of
the Additional Lenders as parties to the Credit Agreement, as amended; and (ii)
required Borrower to execute and deliver Second Amended and Restated Revolving
Notes in favor of each of the Original Lenders in replacement of the December
2006 Notes in order to reflect their modified Pro Rata Shares and Revolving
Notes in favor of each of the Additional Lenders to reflect their Pro Rata
Shares.

 

H.  The
parties desire to further amend the Credit Agreement, as amended, to provide for
the participation by HSBC in the Revolving Commitment and the joinder of HSBC as
a party to the Credit Agreement, as well as the modification of the Pro Rata
Shares of the Original Lenders and the Additional Lenders in order to allow for
such participation by HSBC.

 

I.  The
parties further wish to provide for the execution and delivery of a Guaranty
Agreement by Huron Japan, which is a new subsidiary of Borrower, as required
under the Credit Agreement, as amended.

 

J.  Administrative
Agent and Lenders desire to amend the Credit Agreement to incorporate the
matters in the preceding two Recitals, 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, the Second 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  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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3.2  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 December 2006
Notes and reflect the modified Pro Rata Shares of each of the Original Lenders
set forth in Annex
A to this
Amendment; (ii) Notes in the form of Exhibit
"B" hereto
in favor of each of the Additional Lenders which shall reflect the modified Pro
Rata Shares of such Additional Lenders set forth in Annex
A to this
Amendment, and (iii) a Note in the form of Exhibit
"C" hereto
in favor of HSBC which shall reflect the Pro Rata Share of HSBC set forth in
Annex
A to this
Amendment (the Notes in subsections (i), (ii) and (iii) of this Section 3.2
shall collectively be referred to herein as the "Replacement
Notes"). In
order to effectuate the modification of the Pro Rata Shares set forth in
Annex
A, the
following Lenders hereby assign, transfer and convey to HSBC the Pro Rata Share
set forth below opposite their respective names:

 

LaSalle:  $7,500,000.00

Fifth
Third: 
$2,500,000.00

JPMorgan:  $2,500,000.00

Bank of
America:    $2,500,000.00




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 HSBC,
an upfront commitment fee equal to seven and one-half basis points (0.075%) of
the Pro Rata Share of HSBC set forth in Annex
A to this
Amendment (which Pro Rata Share is equal to Fifteen Million and 00/100 Dollars
($15,000,000.00). 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. 

 

5.  JOINDER
OF HSBC. The
parties hereto hereby acknowledge that HSBC is hereby added as a party to the
Credit Agreement, as amended by the First Amendment, the Second Amendment and
this Amendment. HSBC 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 HSBC. 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. 

 

6.  Guaranty
Agreement.
Borrower shall, contemporaneous with the execution of this Amendment, deliver to
Administrative Agent a Guaranty Agreement, executed by Huron Japan, which shall
be in the form of the Guaranty Agreement executed by each of Glass and
Wellspring (except modified to take into account the name of the Guarantor and
the subsequent amendment of the Credit Agreement).

 







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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, the Second 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. 

 

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.

 







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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  Fee. The
payment of the upfront fee 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  Guaranty
Agreement. The
Guaranty Agreement executed by Huron Japan pursuant to Section 6
above.

 

8.5  Resolutions. A
certified copy of resolutions of the Board of Directors of the Borrower and
Huron Japan authorizing the execution, delivery and performance of this
Amendment and the related loan documents.

 

8.6  Affirmation
of Guaranties. The
Affirmation of Guaranties executed by the Guarantors in the form attached
hereto.

 

8.7  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, the Second 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, the Second 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, the Second Amendment and this Amendment.

 

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, the Second
Amendment and 

 







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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, the
Second 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, the Second
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 Third Amendment to Credit
Agreement as of the date first above written.

 

BORROWER:




HURON
CONSULTING GROUP INC.,

a
Delaware corporation








By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          


 




GUARANTORS:




HURON
CONSULTING GROUP HOLDINGS LLC,


a
Delaware limited liability company







By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          








HURON
CONSULTING SERVICES LLC, a
Delaware

limited
liability company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






WELLSPRING
MANAGEMENT SERVICES LLC,

formerly
known as SPELTZ
& WEIS LLC,
a

Delaware
limited liability company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          












8















HURON
(UK) LIMITED, a UK
limited liability company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






AAXIS
TECHNOLOGIES, INC., a
Virginia corporation










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






FAB
ADVISORY SERVICES, LLC, an
Illinois limited

liability
company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






GLASS
& ASSOCIATES, INC., a
Delaware

corporation











By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






GLASS
EUROPE LIMITED, 

a United
Kingdom Private Company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          












9


















WELLSPRING
PARTNERS, LTD., a
Delaware

corporation










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






WELLSPRING
VALUATION, LTD., a
Delaware

corporation





 



By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






KABUSHIKI
KAISHA HURON
CONSULTING 

GROUP
(JAPAN), a Japan
corporation







By: /s/
Stan Logan                    

Name: Stan
Logan                    

Title: Director                       




LENDERS:




LASALLE
BANK NATIONAL ASSOCIATION,

a
national banking association, as Administrative

Agent,
Arranger and Lender


 

By: /s/
David Bacon                

Name: David
Bacon                

Title: FVP                      




JPMORGAN
CHASE BANK, NATIONAL

ASSOCIATION, a
national banking association, as

Co-Syndication
Agent and Lender







By: /s/
Nathan Margol                

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/
Susan M. Kaminski            

Name: Susan
M. Kaminski                 


Title: Vice
President                  







BANK
OF AMERICA, N.A.,

a
national banking association, as Lender




By: /s/
Daniel J. McHugh              

Name: Daniel
J. McHugh              

Title: Senior
Vice President         







NATIONAL
CITY BANK,

a
national banking association, as Lender







By: /s/
Stephanie A. Kline              

Name: Stephanie
A. Kline              

Title: Vice
President                    








HSBC
BANK USA, NATIONAL ASSOCIATION,

a
national banking association, as Lender







By:
/s/ John S. Sneed                

Name:
John S. Sneed                

Title:
VP                       




 

 







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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 Third
Amendment to Credit Agreement of even date herewith (the "Third
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, NATIONAL
CITY BANK, a
national banking association, as Lender, HSBC
BANK USA, NATIONAL ASSOCIATION, a
national banking association (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, E and I to
the Third 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 Third 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, the
Second Amendment to Credit Agreement dated as of February 23, 2007, and the
Third Amendment and as such may be further amended from time to time, and as
evidenced by the Replacement Notes (as defined in the Third 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 Third 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.

 







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[SIGNATURE
PAGE TO FOLLOW]



 

 







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IN
WITNESS WHEREOF, the undersigned have executed this Affirmation as of the
25th day of
May, 2007.



 

GUARANTORS:




HURON
CONSULTING GROUP HOLDINGS LLC,


a
Delaware limited liability company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






HURON
CONSULTING SERVICES LLC, a
Delaware

limited
liability company








By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          




 

WELLSPRING
MANAGEMENT SERVICES LLC,

formerly
known as SPELTZ
& WEIS LLC,
a

Delaware
limited liability company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






HURON
(UK) LIMITED, a UK
limited liability company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






AAXIS
TECHNOLOGIES, INC., a
Virginia corporation









By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          



 







3














FAB
ADVISORY SERVICES, LLC, an
Illinois limited

liability
company










By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          






GLASS
& ASSOCIATES, INC., a
Delaware

corporation









By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          



 

 

GLASS
EUROPE LIMITED, 

a United
Kingdom Private Company








By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          



 

 

WELLSPRING
PARTNERS, LTD., a
Delaware

corporation








By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          



 







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WELLSPRING
VALUATION, LTD., a
Delaware

corporation








By: /s/
Gary Burge                    

Name: Gary
Burge                    

Title: CFO                          



 

 

KABUSHIKI
KAISHA HURON
CONSULTING

GROUP
(JAPAN), a Japan
corporation 








By: /s/
Stan Logan                    

Name: Stan
Logan                    

Title: Director                       


 







5