Exhibit 10.1 - 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 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"),
          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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                1 -

              
                

              

            

            
              
              

            

          

          
            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 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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                    2 -

                  
                    

                  

                

                
                  
                  

                

              

              
                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 -

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  3.3  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 -

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  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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                        6 -

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  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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                        7 -

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  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]

        

      

       

      
        
          
          

        

        
          -
            8 -

          
            

          

        

        
          
          

        

      

      

        IN
          WITNESS WHEREOF, the parties hereto have executed this Second Amendment
          to
          Credit Agreement as of the date first above written.

         

        BORROWER:

        


        HURON
          CONSULTING GROUP INC.,

        a
          Delaware corporation


        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


         

        GUARANTORS:

        


        HURON
          CONSULTING GROUP HOLDINGS LLC,
          

        a
          Delaware limited liability company


        


        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


         

        HURON
          CONSULTING SERVICES LLC,
          a
          Delaware limited liability company


        


        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


         

        WELLSPRING
          MANAGEMENT SERVICES LLC,

        formerly
          known as SPELTZ
          & WEIS LLC,
          a
          Delaware limited liability company


        


        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

         

        
          
            
            

          

          
            -
              9 -

            
              

            

          

          
            
            

          

        

        HURON
          (UK) LIMITED, a
          UK
          limited liability company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


        


        AAXIS
          TECHNOLOGIES, INC.,
          a
          Virginia corporation

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


        


        FAB
          ADVISORY SERVICES, LLC,
          an
          Illinois limited liability company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


        


        GLASS
          & ASSOCIATES, INC.,
          a
          Delaware corporation 

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


        


        GLASS
          EUROPE LIMITED, a
          United
          Kingdom Private Company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        

          
            
              
              

            

            
              -
                10 -

              
                

              

            

            
              
              

            

          

        

        THE
          PWS GROUP, INC., a
          Delaware corporation

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


        


        WELLSPRING
          PARTNERS, LTD.,
          a
          Delaware corporation

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


        


        WELLSPRING
          VALUATION, LTD.,
          a
          Delaware corporation

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge _________________

        Title: _CFO
          _________________________

        


        


        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 __________________

         

        
          
            
            

          

          
            -
              11 -

            
              

            

          

          
            
            

          

        

        FIFTH
          THIRD BANK,

        a
          Michigan banking corporation, as Co-Syndication

        Agent
          and
          Lender

        


        By: _/s/
          Bruce Rudolph _______________

        Name: _Bruce
          Rudolph________________

        Title: _Portfolio
          Manager_______________

        


        


        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 __________________

      

      
        
          
          

        

        
          -
            12 -

          
            

          

        

        
          
          

        

      

       

      
        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]

         

        
          
            
            

          

          
            -
              1
              -

            
              

            

          

          
            
            

          

        

        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/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        HURON
          CONSULTING SERVICES LLC,
          a
          Delaware limited liability company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        WELLSPRING
          MANAGEMENT SERVICES LLC,

        formerly
          known as SPELTZ
          & WEIS LLC,
          a
          Delaware limited liability company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        HURON
          (UK) LIMITED, a
          UK
          limited liability company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        AAXIS
          TECHNOLOGIES, INC.,
          a
          Virginia corporation

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

          
            
              
              

            

            
              -
                2
                -

              
                

              

            

            
              
              

            

          



        FAB
          ADVISORY SERVICES, LLC,
          an
          Illinois limited liability company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        GLASS
          & ASSOCIATES, INC.,
          a
          Delaware corporation 

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        GLASS
          EUROPE LIMITED, 

        a
          United
          Kingdom Private Company

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        THE
          PWS GROUP, INC., a
          Delaware corporation

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________

        


        


        WELLSPRING
          PARTNERS, LTD.,
          a
          Delaware corporation

         

        By: _/s/
          Gary L. Burge _________________

        Name: _Gary
          L. Burge __________________

        Title: _CFO
          __________________________


        
          
            
            

          

          
            -
              3
              -

            
              

            

          

          
            
            

          

        


        WELLSPRING
          VALUATION, LTD.,
          a
          Delaware corporation

         

        By: _/s/
          Gary L. Burge ________________

        Name: _Gary
          L. Burge _________________
          

        Title: _CFO
          _________________________

         

        
          
            
            

          

          
            -
              4
              -