EX-10.1



 Exhibit 10.1 
 AMENDMENT NO. 1 
 THIS AMENDMENT NO. 1, dated as of August 31, 2012 (this
“Amendment”), of the Credit Agreement referenced below by and among HURON CONSULTING GROUP INC., a Delaware corporation, as Borrower, the Guarantors identified herein, the Lenders identified on the signature pages hereto, and BANK
OF AMERICA, N.A., as Administrative Agent for and on behalf of the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. 

W I T N E S S E T H 

WHEREAS, a $350 million credit facility consisting of a $150 million revolving credit facility and a $200 million term loan facility has
been established in favor of the Borrower pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of April 14, 2011 (as amended and modified, the “Credit Agreement”) by and among Huron Consulting
Group Inc., a Delaware corporation, as Borrower, certain subsidiaries of Huron Consulting Group Inc., as Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent; 

WHEREAS, the Borrower has requested certain modifications to the terms of the Credit Agreement, including, among other things, an
increase in revolving loan commitments and term loan commitments, a reduction in pricing, and an extension of the credit facilities under the Credit Agreement; and 
 WHEREAS, the Lenders have agreed to the requested amendments on the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, agree as follows: 
 Section 1. Modifications in respect of Senior Credit Facilities. The
Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended as follows: 
 1.1 Increase in Commitments under the Revolving Credit Facility. The Aggregate Revolving Committed Amount, as referenced and defined in Section 2.01(a), is being increased from ONE HUNDRED
FIFTY MILLION DOLLARS ($150,000,000) to TWO HUNDRED FORTY SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($247,500,000) and the loans and commitments thereunder reallocated, as provided herein. Schedule 2.01 to the Credit Agreement is amended
and restated as attached hereto to give effect to the increase and reallocation of Revolving Commitments. 
 1.2
Increase in Commitments under the Term Loan Facility. The Term Loan, as referenced in Section 2.01(b), is being increased from ONE HUNDRED EIGHTY MILLION DOLLARS ($180,000,000) to TWO HUNDRED TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
($202,500,000) and the interests in the Term Loan thereunder reallocated, as provided herein. Schedule 2.01 to the Credit Agreement is amended and restated as attached hereto to give effect to the increase and reallocation of the Term Loan
Commitments. 
 1.3 Assignment of Interests. The Lenders shall purchase and sell assignment interests in
the loans and commitments under the Credit Agreement to give effect to the increase and reallocation of loans and commitments as provided herein and reflected on Schedule 2.01, as revised, attached hereto. 







 Section 2. Amendment. The Credit Agreement is, effective as of the Amendment
No. 1 Effective Date (as defined below), hereby amended as follows: 
 2.1. In Section 1.01 (Defined
Terms), the following terms are added, or amended, to read as follows: 
 “Aggregate Revolving
Commitments” means the Revolving Commitments of all the Lenders. The amount of the Aggregate Revolving Commitments in effect on the Amendment No. 1 Effective Date is Two Hundred Forty Seven Million Five Hundred Thousand Dollars
($247,500,000). 
 “Amendment No. 1” means Amendment No. 1, dated as of
August 31, 2012, to this Credit Agreement. 
 “Amendment No. 1 Effective Date” means
the date on which the conditions to effectiveness for Amendment No. 1 have been met and Amendment No. 1 becomes effective, being August 31, 2012. 
 “Applicable Percentage” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.02(b): 
  

																			
	  	  	 	  	Revolving Loans and Term Loan	 	 	 	 	 	 	 
	 Pricing
Tier
	  	 Consolidated Leverage

Ratio
	  	Eurodollar
Rate Loans	 	 	Base Rate
Loans	 	 	Letter of Credit
Fee	 	 	Commitment
Fee	 
	 5
	  	> 2.5:1.0	  	 	2.25	% 	 	 	1.25	% 	 	 	2.25	% 	 	 	0.35	% 
	 4
	  	> 2.0:1.0, but £ 2.5:1.0	  	 	2.00	% 	 	 	1.00	% 	 	 	2.00	% 	 	 	0.30	% 
	 3
	  	> 1.5:1.0, but £ 2.0:1.0	  	 	1.75	% 	 	 	0.75	% 	 	 	1.75	% 	 	 	0.25	% 
	 2
	  	> 1.0:1.0, but £ 1.5:1.0	  	 	1.50	% 	 	 	0.50	% 	 	 	1.50	% 	 	 	0.20	% 
	 1
	  	£ 1.0:1.0	  	 	1.25	% 	 	 	0.25	% 	 	 	1.25	% 	 	 	0.15	% 

 Any increase or decrease in the Applicable Percentage resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have
been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 7.02(b). The Applicable Percentage in effect from the
Amendment No. 1 Effective Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b) for the fiscal quarter ending September 30, 2012
shall be determined based upon Pricing Tier 4. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Percentage for any period shall be subject to the provisions of Section 2.10(b).

 “Consolidated EBITDA” means, for any period for the Borrower and its Subsidiaries, the sum of
(a) Consolidated Net Income, plus, (b) to the extent deducted in determining such 

  
 2 








 
Consolidated Net Income, (i) Consolidated Interest Expense, plus (ii) Taxes, plus (iii) depreciation and amortization, plus (iv) non-cash stock and equity-based compensation
expense, plus (v) non-cash charges for goodwill impairment and impairment of other acquisition-related intangible assets, plus (minus) (vi) non-cash charges (non-cash gains) resulting from the quarterly valuation of acquisition-related
earn-outs and other contingent assets and liabilities pursuant to Statement of Financial Accounting Standards No. 141 (Revised) as it relates to acquisitions completed subsequent to January 1, 2009, plus (vii) for periods ending up to
and including June 30, 2010, charges resulting from the settlement of the St. Vincent litigation in an aggregate amount up to $4.8 million, plus (viii) for periods ending up to and including December 31, 2012, charges resulting from
the restatement of financial statements for fiscal years 2006 through 2009, net of insurance proceeds and other amounts recouped in connection therewith, up to $8.7 million in fiscal year 2010 and up to $8 million in the aggregate in fiscal years
2011 and 2012, plus (ix) non-cash restructuring charges taken in any period, provided that “Consolidated EBITDA” will be reduced in any subsequent period to the extent that cash payment is made in respect thereof, plus (minus)
(x) non cash charges (non-cash gains) from the settlement of the shareholder class action lawsuit, plus (minus) (xi) non-cash losses (non-cash gains) resulting from mark-to-market adjustments or losses (gains) resulting from early
termination in respect of interest rate swap and hedging agreements pursuant to Statement of Financial Accounting Standards No. 133, without duplication for any such amounts included in “Consolidated Interest Expense”, plus (minus)
(xii) charges relating to the write-off of capitalized costs and expenses or other non-cash losses (gains) relating to the existing senior credit facility on its extinguishment and refinancing, without duplication or other non-cash losses
(gains) for any such amounts included in “Consolidated Interest Expense”, plus (xiii) reasonable costs and expenses relating to acquisitions and financing transactions (other than those relating to the existing senior credit
facility), or amortization of such expense previously capitalized, of up to $4 million in any such period, and plus (xiv) other non-recurring non-cash charges that do not involve cash payments in future periods as may be approved by the
Administrative Agent. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. For purposes of determining the Consolidated Leverage Ratio (including for
purposes of determining the applicable pricing level for the Applicable Percentage and for compliance with the maximum Consolidated Leverage Ratio financial covenant), but only for such purposes, Consolidated EBITDA will be made on a Pro Forma
Basis. 
 “Debt Issuance” means the issuance by the Borrower or any of its Subsidiaries of any
Funded Indebtedness, other than as permitted under Section 8.03. 
 “Maturity Date”
means (a) as to the Revolving Obligations, the Revolving Termination Date, and (b) as to the Term Loan, August 31, 2017. 
 “Permitted Acquisition” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided that (a) no Default or Event of Default shall exist
immediately before or immediately after giving effect thereto on a Pro Forma Basis, (b) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the
Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (c) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable
governing body) of such other Person shall have duly approved such Acquisition, (d) in the case of any Acquisition, or series of related Acquisitions, with Acquisition Consideration in excess of $15 million the Borrower shall have delivered to
the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Loan Parties will be in compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most
recently ended for which 

  
 3 








 
the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Acquisition on a Pro Forma Basis, (e) the
representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto), (f) if such transaction
involves the purchase of an interest in a partnership between any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a
corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction, (g) the Acquisition Consideration for any such Acquisition, or series of related Acquisitions,
shall not exceed $75 million, and (h) the Acquisition Consideration for all such Acquisitions occurring in any period of twelve consecutive months shall not exceed $150 million. 

“Revolving Termination Date” means August 31, 2017. 

“Term Loan Commitment” means, for each Lender, the commitment of such Lender to make a portion of the
Term Loan pursuant to Section 2.01(b), in the principal amount set forth opposite its name on Schedule 2.01; provided that at any time after funding, determinations of “Required Lenders” shall be based on the
Outstanding Amount of the Term Loan. The aggregate principal amount of the Term Loan Commitments on the Amendment No. 1 Effective Date is Two Hundred Two Million Five Hundred Thousand Dollars ($202,500,000). 

2.2. Section 2.01 is amended and restated to read as follows: 

2.01. Loans and Commitments. 
 (a) Revolving Commitments. Subject to the terms and conditions set forth herein, during the Availability Period, each Lender severally agrees to make loans (each such loan a “Revolving
Loan”) to the Borrower in Dollars from time to time; provided that after giving effect to Amendment No. 1, (i) Total Revolving Outstandings shall not exceed TWO HUNDRED FORTY-SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS
($247,500,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Revolving Committed Amount”), and (ii) such Lender’s Revolving Commitment Percentage of the aggregate
Outstanding Amount of Total Revolving Outstandings shall not exceed such Lender’s Revolving Committed Amount. Revolving Loans may be repaid and reborrowed as provided herein, and may consist of Base Rate Loans, Eurodollar Rate Loans or a
combination thereof, as the Borrower may request. On the Amendment No. 1 Effective Date, the Revolving Commitments and Revolving Obligations will be increased and reallocated as shown on Schedule 2.01, as amended and restated pursuant to
Amendment No. 1. 
 (b) Term Loan. The Lenders made a term loan (the “Term Loan”) of
Two Hundred Million Dollars ($200,000,000) to the Borrower in Dollars on the Closing Date. As of the Amendment No. 1 Effective Date, principal amortization payments of $20,000,000 have been made on the Term Loan and the outstanding principal
balance of the Term Loan immediately prior to the Amendment No. 1 Effective Date is One Hundred Eighty Million Dollars ($180,000,000). On the Amendment No. 1 Effective Date, the Term Loan Commitments shall be increased to Two Hundred Two
Million Five Hundred Thousand Dollars ($202,500,000) and the interests of the Lenders in the Term Loan will be reallocated as shown on Schedule 2.01, as amended and restated pursuant to Amendment No. 1. The Term Loan may consist of Base Rate
Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein. 
 (c) Incremental Loans
and Commitments. The Borrower shall have the 

  
 4 








 
right, upon at least five Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments hereunder, establish new or additional incremental
term loan commitments under the Term Loan or establish new or additional term loans hereunder at any time after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent: 

(i) the aggregate amount of all such increases during the term of this Agreement after the Amendment No. 1 Effective
Date shall not exceed $50,000,000; 
 (ii) no Default or Event of Default shall exist immediately before or
immediately after giving effect to such increase on a Pro Forma Basis (assuming for purposes hereof, that the entire amount of Revolving Commitments, as increased, is fully drawn and funded); 

(iii) the establishment of the incremental commitments and the extension of credit thereunder are subject to satisfaction
of the conditions to all Credit Extensions in Section 5.02; 
 (iv) such increase shall be in a
minimum amount of $10 million and integral multiples of $1 million in excess thereof (or such lesser amounts as the Administrative Agent may agree); 
 (v) such increase shall be effective only upon receipt by the Administrative Agent of (x) additional Commitments in a corresponding amount of such requested increase from either existing Lenders
and/or one or more banks and other financial institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Commitment) and (y) documentation from each bank and
financial institution providing an additional Commitment evidencing its additional Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; 

(vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the
Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase and any other matters relevant thereto, all in form and substance reasonably
satisfactory to the Administrative Agent; 
 (vii) the Borrower shall have delivered to the Administrative Agent
a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the end of the period
of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) and (b); 

(viii) if any Eurodollar Rate Loans are outstanding at the time of such increase, the Borrower shall prepay such
Eurodollar Rate Loans or convert such Eurodollar Rate Loans to Base Rate Loans (such prepayment or conversion to be subject to Section 3.05) as necessary to give effect to the revised commitment amounts and percentages; 

(ix) if any Loans are outstanding at the time of any such increase in loans or commitments, payments and adjustments will
be made among the Lenders as necessary to give effect to the revised commitment amounts and percentages; 

  
 5 








 (x) in the case of an increase in the amount of the Term Loan or another
term loan established hereunder after the first principal amortization payment date, adjustments will be made to the schedule of amortization payment, as appropriate, to give effect thereto such that payments of principal, interest and other amounts
will be made on the same basis as for the underlying term loan and the principal amortization payments made to the holders of the existing underlying term loan will be not less than that which was payable prior to giving effect to the incremental
term loan; 
 (xi) any term loan established hereunder will have a final maturity date that is coterminous with
or later than the final maturity date for the Term Loan and an average life-to-maturity on the date of issuance longer than the average life-to-maturity for the Term Loan; 

(xii) any new Lender providing loans and commitments must be reasonably acceptable to the L/C Issuer and the Swing Line
Lender; and 
 (xiii) lenders providing loans and commitments for such increase in the Aggregate Revolving
Commitments will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent. 

In connection with establishment of any such incremental loans or commitments hereunder, (1) none of the Lenders or their affiliates
shall have any obligation to provide any of the incremental loans or commitments without their prior written approval, (2) neither the Administrative Agent nor any of the Arrangers shall have any responsibility for arranging the incremental
loans or commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders,
loans, commitments and pro rata shares or percentages after giving effect to establishment thereof. 
 2.3. In
Section 2.07(c) (Repayment of Loans – Term Loan), the amortization schedule is amended to read as shown on Schedule 2.07(c). 
 2.4. In Section 8.03 (Indebtedness), subsection (i) is amended to read as follows: 
 (i) unsecured Indebtedness for borrowed money of the Borrower in an aggregate principal amount not to exceed $150 million, provided that (i) no Default or Event of Default shall exist immediately
before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and
demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis, and (iii) the covenants, terms and conditions of such Indebtedness shall not be more restrictive, in any material respect, than the
covenants, terms and conditions hereunder; 
 2.5. In Section 8.06 (Restricted Payments), subsection
(c) is amended to read as follows: 
 (c) the Borrower may declare and make other Restricted Payments;
provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a


  
 6 








 
Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect
thereto on a Pro Forma Basis, and (iii) the aggregate amount of such Restricted Payments shall not exceed an amount equal to the sum of (A) $50,000,000 plus (B) 50% of cumulative Consolidated Net Income from the Closing Date, plus
(C) 50% of the Net Cash Proceeds from any Equity Issuances. 
 2.6. Section 8.11(b) (Financial
Covenants – Consolidated Leverage Ratio) is amended to read as follows: 
 (b) Consolidated Leverage
Ratio. As of the end of each fiscal quarter, the Consolidated Leverage Ratio will be not greater than: 
  

									
	 	  	Fiscal Quarters
	Fiscal Years	  	March 31	  	June 30	  	September 30	  	December 31
	 2012
	  	—	  	3.00:1.0	  	3.00:1.0	  	3.00:1.0
	 2013
	  	3.25:1.0	  	3.00:1.0	  	3.00:1.0	  	3.00:1.0
	 2014
	  	3.25:1.0	  	3.00:1.0	  	3.00:1.0	  	2.75:1.0
	 2015 and after
	  	3.00:1.0	  	2.75:1.0	  	2.75:1.0	  	2.75:1.0

 Section 3. Representations and Warranties, No Default. Each of the Loan Parties hereby represents
and warrants that as of the Amendment No. 1 Effective Date, after giving effect to the amendments set forth in this Amendment, (i) no Default or Event of Default exists and is continuing, (ii) all representations and warranties
contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, as though made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they were true and correct in all material respects as of such earlier date, (iii) since the date of the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31,
2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto, there has been no event or circumstance that has
had or would reasonably be expected to have a Material Adverse Effect, and (iv) each of the updated disclosure schedules to the Credit Agreement, attached hereto as Exhibit A, are true and correct in all material respects on and as of the
Amendment No. 1 Effective Date. 
 Section 4. Effectiveness. Section 1 of this Amendment shall become
effective on the date (such date, if any, the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied: 
 (i) Consents. The Administrative Agent shall have received (a) signed consents to this Amendment from the Lenders, and (b) executed signature pages hereto from each Loan Party;

 (ii) Fees. The Administrative Agent shall have received all fees required to be paid, and all expenses
(including the reasonable fees and expenses of legal counsel), on or before the Amendment No. 1 Effective Date; 
 (iii) Legal Opinions. The Administrative Agent shall have received a favorable legal opinion from Barnes & Thornburg, LLP, counsel to the Loan Parties, covering such matters as the
Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent; 

  
 7 








 (iv) Officer’s Certificate. The Administrative Agent shall have
received a certificate of a Responsible Officer of the Borrower dated the Amendment No. 1 Effective Date certifying that (a) all representations and warranties shall be true and correct in all material respects on and as of the Amendment
No. 1 Effective Date (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects as of the respective date or for the respective period, as the
case may be), before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date and (b) no Default or Event of Default shall have occurred and be continuing and
(c) since the date of the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations, shareholders’ equity and
cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto, there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect; and 

(v) Closing Certificates. The Administrative Agent shall have received from the Loan Parties certified copies of
resolutions and Organization Documents, or “no change” certifications from the deliveries made on the Closing Date, and updated incumbency certificates and specimen signatures, as appropriate. 

Section 5. Lender Joinder. 
 5.1. Each of the Lenders identified on the signature pages hereto as a “New Lender” (a) represents and warrants that it is either a commercial lender, other financial institution or other
“accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its
own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto;
(e) agrees that, as of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the
other Loan Documents, (iii) perform all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a
Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of
Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof. 

5.2. The Borrower and each of the Guarantors agrees that, as of the date hereof, each of the Lenders identified on the
signature pages hereto as a “New Lender” shall (a) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (b) be a “Lender” for all purposes of the Credit Agreement and the other
Loan Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. 

  
 8 








 Section 6. Guarantor Acknowledgment. Each Guarantor acknowledges and consents to all
of the terms and conditions of this Amendment, affirms its Guaranteed Obligations under and in respect of the Loan Documents and agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any
Guarantor’s obligations under the Loan Documents, except as expressly set forth therein. 
 Section 7. Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall
constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 

Section 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS. 
 Section 9. Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative
Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen PLLC. 
 Section 10. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 

Section 11. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any other Agent, the Swing Line Agent or the L/C Issuer, in each case under the Credit Agreement or any other Loan
Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan
Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in
full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Loan Document for
purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and
confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby. 
 [Signature pages follow] 

  
 9 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written. 
  

							
	BORROWER:	  	 HURON CONSULTING GROUP INC.,
 a Delaware corporation
	  	
				
		  	By:	  	 /s/ C. Mark Hussey
	  	
		  	Name:	  	C. Mark Hussey	  	
		  	Title:	  	Executive Vice President, Chief Financial Officer and Treasurer	  	
			
	GUARANTORS:	  	 HURON CONSULTING GROUP HOLDINGS LLC,
 a Delaware limited liability company
	  	
				
		  	By:	  	 /s/ C. Mark Hussey
	  	
		  	Name:	  	C. Mark Hussey	  	
		  	Title:	  	Executive Vice President, Chief Financial Officer and Treasurer	  	
			
		  	 HURON CONSULTING SERVICES LLC,
 a Delaware limited liability company
	  	
				
		  	By:	  	 /s/ C. Mark Hussey
	  	
		  	Name:	  	C. Mark Hussey	  	
		  	Title:	  	Executive Vice President, Chief Financial Officer and Treasurer	  	
			
		  	 HURON MANAGEMENT SERVICES LLC,
 formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company
	  	
				
		  	By:	  	 /s/ C. Mark Hussey
	  	
		  	Name:	  	C. Mark Hussey	  	
		  	Title:	  	Executive Vice President, Chief Financial Officer and Treasurer	  	
			
		  	 HURON DEMAND LLC,

a Delaware limited liability company
	  	
				
		  	By:	  	 /s/ C. Mark Hussey
	  	
		  	Name:	  	C. Mark Hussey	  	
		  	Title:	  	Executive Vice President, Chief Financial Officer and Treasurer	  	
			
		  	 HURON TECHNOLOGIES INC.,
 a Delaware corporation 
	  	
				
		  	By:	  	 /s/ C. Mark Hussey
	  	
		  	Name:	  	C. Mark Hussey	  	
		  	Title:	  	Executive Vice President, Chief Financial Officer and Treasurer	  	









							
		  	 LEGALSOURCE LLC,
 a
Delaware limited liability company
	  	
				
		  	By:	  	 /s/ C. Mark Hussey
	  	
		  	Name:	  	C. Mark Hussey	  	
		  	Title:	  	Executive Vice President, Chief Financial Officer and Treasurer	  	









							
	ADMINISTRATIVE AGENT:	 	 BANK OF AMERICA, N.A.,
 as Administrative Agent and Collateral Agent
	  	
				
		 	By:	  	 /s/ Bozena Janociak
	  	
		 	Name:	  	Bozena Janociak	  	
		 	Title:	  	Assistant Vice President	  	









							
	LENDERS:	 	 BANK OF AMERICA, N.A.,
 as L/C Issuer, Swing Line Lender and Lender
	 	
				
		 	By:	 	 /s/ David Bacon
	 	
		 	Name:	 	David Bacon	 	
		 	Title:	 	SVP	 	
			
		 	 JPMORGAN CHASE BANK, N.A.,
 as Lender
	 	
				
		 	By:	 	 /s/ Joseph W. Lococo
	 	
		 	Name:	 	Joseph W. Lococo	 	
		 	Title:	 	Officer	 	
			
		 	 PNC BANK, NATIONAL ASSOCIATION,
 as Lender
	 	
				
		 	By:	 	 /s/ Jon Hinard
	 	
		 	Name:	 	Jon Hinard	 	
		 	Title:	 	Senior Vice President	 	
			
		 	 BMO HARRIS BANK N.A.,
 as Lender
	 	
				
		 	By:	 	 /s/ Marc Pressler
	 	
		 	Name:	 	Marc Pressler	 	
		 	Title:	 	SVP	 	
			
		 	 KEYBANK NATIONAL ASSOCIATION,
 as Lender
	 	
				
		 	By:	 	 /s/ James A. Gelle
	 	
		 	Name:	 	James A. Gelle	 	
		 	Title:	 	Vice President	 	









							
		  	 FIFTH THIRD BANK,

as Lender
	  	
				
		  	By:	  	 /s/ Brad McDougall
	  	
		  	Name:	  	Brad McDougall	  	
		  	Title:	  	Vice President	  	
			
		  	 THE NORTHERN TRUST COMPANY,
 as Lender
	  	
				
		  	By:	  	 /s/ John Lascody
	  	
		  	Name:	  	John Lascody	  	
		  	Title:	  	Vice President	  	
			
		  	 RBS CITIZENS, N.A.,

as Lender
	  	
				
		  	By:	  	 /s/ R. Michael Newton
	  	
		  	Name:	  	R. Michael Newton	  	
		  	Title:	  	Senior Vice President	  	
			
		  	 THE PRIVATEBANK AND TRUST COMPANY,
 as Lender
	  	
				
		  	By:	  	 /s/ Jim Feldman
	  	
		  	Name:	  	Jim Feldman	  	
		  	Title:	  	Managing Director	  	
			
		  	 FIRSTMERIT BANK, N.A.,
 as Lender
	  	
				
		  	By:	  	 /s/ Tim Daniels
	  	
		  	Name:	  	Tim Daniels	  	
		  	Title:	  	Vice President	  	









							
		  	 NORTHBROOK BANK & TRUST COMPANY,
 as Lender
	  	
				
		  	By:	  	 /s/ Nathan Margol
	  	
		  	Name:	  	Nathan Margol	  	
		  	Title:	  	Senior Vice President	  	
			
		  	 COMPASS BANK,
 as a
New Lender
	  	
				
		  	By:	  	 /s/ Jeff Bork
	  	
		  	Name:	  	Jeff Bork	  	
		  	Title:	  	Senior Vice President	  	
			
		  	 ASSOCIATED BANK, NATIONAL ASSOCIATION,
 as a New Lender
	  	
				
		  	By:	  	 /s/ Adam F. Lutostanski
	  	
		  	Name:	  	Adam F. Lutostanski	  	
		  	Title:	  	SVP	  	
			
		  	 THE HUNTINGTON NATIONAL BANK,
 as a New Lender
	  	
				
		  	By:	  	 /s/ Lori Cummins-Meyer
	  	
		  	Name:	  	Lori Cummins-Meyer	  	
		  	Title:	  	Vice President	  	
			
		  	 U.S. BANK NATIONAL ASSOCIATION,
 as a New Lender
	  	
				
		  	By:	  	 /s/ Stephanie Lis
	  	
		  	Name:	  	Stephanie Lis	  	
		  	Title:	  	Vice President	  	








 Exhibit A 
 Updated Disclosure Schedules 
 Update to Schedule 6.17 - IP Rights 







 Schedule 6.17 
 Trademarks: 
  

							
	 Trademark
	  	 Registration or
 Application Date
	  	 Registration or
Application No.
	  	 Jurisdiction

	ADAMSGRAYSON	  	July 31, 2007	  	3271073	  	United States
	AEOS	  	December 20, 2011	  	85/500182	  	United States
	AG LOGO	  	December 18, 2007	  	3354871	  	United States
	BOOST-IRB	  	May 4, 2010	  	3785598	  	United States
	CAR	  	January 25, 2012	  	85/524563	  	United States
	CLICK	  	April 21, 2011	  	4116232	  	United States
	CLICK COMMERCE	  	December 31, 2002	  	2668475	  	United States
	DELIVERING VALUE | DRIVING RESULTS	  	March 9, 2011	  	4127872	  	United States
	ECRT	  	November 13, 2007	  	3335183	  	United States
	EFACS	  	March 8, 2011	  	4143973	  	United States
	ERCR	  	November 2, 2010	  	3869404	  	United States
	EXPERIENCE. REDEFINED.	  	January 27, 2009	  	3566372	  	United States
	FVM	  	May 7, 2009	  	3958433	  	United States
	GLASS & ASSOCIATES	  	January 21, 2003	  	2676492	  	United States
	GRANTSXPRESS	  	December 12, 2011	  	85/493245	  	United States
	HURON CONSULTING GROUP Logo	  	February 3, 2009	  	3568857	  	United States
	HURON EDUCATION	  	March 8, 2011	  	85/261252	  	United States
	HURON HEALTHCARE	  	June 23, 2011	  	4101995	  	United States
	HURON LEGAL	  	March 22, 2011	  	4127935	  	United States
	HURON LIFE SCIENCES	  	March 8, 2011	  	85/261257	  	United States
	HURON Logo	  	May 18, 2010	  	3789634	  	United States
	ICA	  	March 8, 2011	  	3928873	  	United States
	IMPACT	  	February 3, 2010	  	3948929	  	United States
	LEGALSOURCE	  	August 19, 2003	  	2752542	  	United States
	LEGALSOURCE LEGAL STAFFING SOLUTIONS	  	January 14, 2003	  	2674126	  	United States
	LES	  	August 2, 1994	  	1848333	  	United States
	MOR	  	September 20, 1994	  	1855342	  	United States
	ONTRAC	  	October 23, 2001	  	2499555	  	United States
	PATIENT PROGRESSION	  	March 8, 2005	  	2930834	  	United States
	PATIENTONTRAC	  	August 19, 2008	  	3490156	  	United States









							
	 Trademark
	  	 Registration or
Application Date
	  	Registration or
Application No.	  	Jurisdiction
	PORTFOLIO PROCUREMENT METHODOLOGY	  	July 8, 2008	  	3463180	  	United States
	R3CON	  	December 8, 2010	  	4002028	  	United States
	RAMP	  	July 15, 2008	  	3467414	  	United States
	REVENUE ASCENT	  	March 8, 2011	  	85/261262	  	United States
	SOFTWARE FOR THE BUSINESS OF RESEARCH	  	April 21, 2011	  	4116231	  	United States
	STOCKAMP	  	March 8, 2005	  	2930970	  	United States
	TRAC	  	October 5, 1999	  	2282743	  	United States
	V3LOCITY	  	September 8, 2009	  	3680440	  	United States
	V3LOCITY logo	  	October 21, 2008	  	3519477	  	United States
	WEBRIDGE	  	April 9, 2002	  	2558029	  	United States
	WELLSPRING PARTNERS	  	August 10, 2010	  	3830771	  	United States
	WELLSPRING STOCKAMP HURON HEALTHCARE LOGO	  	March 9, 2010	  	3986679	  	United States
	YOUR MISSION | OUR SOLUTIONS	  	May 13, 2010	  	3988380	  	United States
				
	CLICK COMMERCE	  	July 29, 2010	  	1490588	  	Canada
	HURON CONSULTING	  	August 13, 2010	  	5346042	  	Japan
	HURON CONSULTING GROUP Logo	  	December 17, 2010	  	5377231	  	Japan
	HURON CONSULTING GROUP Logo	  	June 1, 2012	  	10934123	  	CTM
	HURON CONSULTING GROUP	  	December 18, 2003	  	002700763	  	CTM
	HURON CONSULTING GROUP	  	August 13, 2010	  	5346041	  	Japan
	HURON CONSULTING GROUP	  	November 24, 2008	  	104470	  	Jordan
	HURON CONSULTING GROUP	  	November 24, 2008	  	104471	  	Jordan
	HURON CONSULTING GROUP	  	November 24, 2008	  	104772	  	Jordan
	HURON CONSULTING GROUP	  	November 24, 2008	  	104774	  	Jordan









							
	HURON CONSULTING GROUP	  	December 22, 2008	  	55247	  	Qatar
	HURON CONSULTING GROUP	  	December 22, 2008	  	55248	  	Qatar
	HURON CONSULTING GROUP	  	December 22, 2008	  	55249	  	Qatar
	HURON CONSULTING GROUP	  	December 22, 2008	  	55250	  	Qatar
	HURON CONSULTING GROUP Logo	  	June 7, 2012	  	57080/2012	  	Switzerland
	HURON CONSULTING GROUP	  	November 30, 2008	  	123123	  	United Arab Emirates
	HURON CONSULTING GROUP	  	November 30, 2008	  	123124	  	United Arab Emirates
	HURON CONSULTING GROUP	  	November 30, 2008	  	123125	  	United Arab Emirates
	HURON CONSULTING GROUP	  	November 30, 2008	  	123126	  	United Arab Emirates
	HURON CONSULTING GROUP	  	May 17, 2002	  	2300773	  	United Kingdom
	HURON	  	June 1, 2012	  	10934057	  	CTM
	HURON	  	December 18, 2003	  	002700946	  	CTM
	HURON	  	November 24, 2008	  	104124	  	Jordan
	HURON	  	November 24, 2008	  	104125	  	Jordan
	HURON	  	November 24, 2008	  	104126	  	Jordan
	HURON	  	November 24, 2008	  	104127	  	Jordan
	HURON	  	December 22, 2008	  	55243	  	Qatar
	HURON	  	December 22, 2008	  	55244	  	Qatar
	HURON	  	December 22, 2008	  	55245	  	Qatar
	HURON	  	December 22, 2008	  	55246	  	Qatar
	HURON	  	December 28 2009	  	1122/61	  	Saudi Arabia
	HURON	  	October 10, 2009	  	1098/3	  	Saudi Arabia
	HURON	  	October 10, 2009	  	1098/4	  	Saudi Arabia
	HURON	  	October 10, 2009	  	1098/5	  	Saudi Arabia
	HURON	  	June 7, 2012	  	57079/2012	  	Switzerland
	HURON	  	November 30, 2008	  	123119	  	United Arab Emirates
	HURON	  	November 30, 2008	  	123120	  	United Arab Emirates
	HURON	  	November 30, 2008	  	123121	  	United Arab Emirates
	HURON	  	November 30, 2008	  	123122	  	United Arab Emirates
	HURON	  	May 17, 2002	  	2300774	  	United Kingdom
	ICA	  	January 7, 2009	  	006946388	  	CTM









							
	 THE HURON GROUP
	  	May 27, 2009	  	006323273	  	CTM
	 THE HURON GROUP
	  	October 4, 2007	  	1608063	  	India
	 THE HURON GROUP
	  	May 29, 2008	  	896116	  	Mexico
	 THE HURON GROUP
	  	October 16,2008	  	896162	  	Mexico
	 THE HURON GROUP
	  	May 7, 2009	  	896168	  	Mexico
	 THE HURON GROUP
	  	May 29, 2008	  	896170	  	Mexico
	 V3LOCITY
	  	June 11, 2009	  	006382451	  	CTM
	 V3LOCITY
	  	November 12, 2007	  	1620252	  	India
	 V3LOCITY A HURON SOLUTION
	  	January 7, 2009	  	006591978	  	CTM
	 V3LOCITY A HURON SOLUTION
	  	January 24, 2008	  	1645465	  	India

 Copyrights: 
  

							
	 Title
	  	 Status
	  	 Date
	  	 Jurisdiction

				
	 Effort Certification & Reporting Technology (ECRT)
	  	Registered TX0006406659	  	January 27, 2006	  	United States
				
	 ONTRAC Version. 1.5.
	  	Registered TXU000912528	  	September 25, 2009	  	United States
				
	 STAT Worklist – IV: Cleveland
	  	Registered TXU000912533	  	September 25, 2009	  	United States
				
	 Clinic Foundation TRAC Version 2.7
	  	Registered TXU000912527	  	September 25, 2009	  	United States
				
	 ECRT v.3.0.1 - U.S. Copyright
	  	Registered TX0007247956	  	April 6, 2010	  	United States
				
	 Healthcare Compliance Professional’s Guide To Clinical Trials
	  	TX0007411723	  	October 20, 2008	  	United States
				
	 Loss Reserve Model v. 24.0
	  	TXU001577052	  	May 21, 2008	  	United States

 Patents: 

None. 








													
	 Huron Consulting Group Inc.
	  	Schedule 2.01	  		  	
				
	 Amendment No. 1
	  	Schedule of Lenders and Commitments	  		  	

  

																									
	 	 	Before Giving Effect to
the Amendment	 	 	Changes in Revolving Commitments
Pursuant to the Amendment	 	 	After Giving Effect to
the Amendment	 
	 Lenders
	 	Revolving
Commitments	 	 	Percent	 	 	Revolving
Commitments	 	 	Percent	 	 	Revolving
Commitments	 	 	Percent	 
	 Bank of America, N.A.
	 	$	29,785,714.27	  	 	 	19.857142847	% 	 	$	11,464,285.73	  	 	 	11.758241774	% 	 	$	41,250,000.00	  	 	 	16.666666667	% 
	 JPMorgan Chase Bank, N.A.
	 	 	27,857,142.86	  	 	 	18.571428573	% 	 	 	7,892,857.14	  	 	 	8.095238092	% 	 	 	35,750,000.00	  	 	 	14.444444444	% 
	 KeyBank National Association
	 	 	14,357,142.86	  	 	 	9.571428573	% 	 	 	7,642,857.14	  	 	 	7.838827836	% 	 	 	22,000,000.00	  	 	 	8.888888889	% 
	 PNC Bank, National Association
	 	 	14,357,142.86	  	 	 	9.571428573	% 	 	 	7,642,857.14	  	 	 	7.838827836	% 	 	 	22,000,000.00	  	 	 	8.888888889	% 
	 BMO Harris Bank N.A.
	 	 	14,357,142.86	  	 	 	9.571428573	% 	 	 	4,892,857.14	  	 	 	5.018315015	% 	 	 	19,250,000.00	  	 	 	7.777777778	% 
	 Fifth Third Bank
	 	 	12,857,142.86	  	 	 	8.571428573	% 	 	 	6,392,857.14	  	 	 	6.556776554	% 	 	 	19,250,000.00	  	 	 	7.777777778	% 
	 RBS Citizens, N.A.
	 	 	8,571,428.57	  	 	 	5.714285713	% 	 	 	7,928,571.43	  	 	 	8.131868133	% 	 	 	16,500,000.00	  	 	 	6.666666667	% 
	 Compass Bank
	 				 				 	 	11,000,000.00	  	 	 	11.282051282	% 	 	 	11,000,000.00	  	 	 	4.444444444	% 
	 The Northern Trust Company
	 	 	8,571,428.57	  	 	 	5.714285713	% 	 	 	2,428,571.43	  	 	 	2.490842492	% 	 	 	11,000,000.00	  	 	 	4.444444444	% 
	 Associated Bank, National Association
	 				 				 	 	8,250,000.00	  	 	 	8.461538462	% 	 	 	8,250,000.00	  	 	 	3.333333333	% 
	 FirstMerit Bank, N.A.
	 	 	6,428,571.43	  	 	 	4.285714287	% 	 	 	1,821,428.57	  	 	 	1.868131867	% 	 	 	8,250,000.00	  	 	 	3.333333333	% 
	 The Huntington National Bank
	 				 				 	 	8,250,000.00	  	 	 	8.461538462	% 	 	 	8,250,000.00	  	 	 	3.333333333	% 
	 The Private Bank and Trust Company
	 	 	6,428,571.43	  	 	 	4.285714287	% 	 	 	1,821,428.57	  	 	 	1.868131867	% 	 	 	8,250,000.00	  	 	 	3.333333333	% 
	 U.S. Bank National Association
	 				 				 	 	8,250,000.00	  	 	 	8.461538462	% 	 	 	8,250,000.00	  	 	 	3.333333333	% 
	 Northbrook Bank & Trust Company
	 	 	6,428,571.43	  	 	 	4.285714287	% 	 	 	1,821,428.57	  	 	 	1.868131867	% 	 	 	8,250,000.00	  	 	 	3.333333333	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		 	$	150,000,000.00	  	 	 	100.000000000	% 	 	$	97,500,000.00	  	 	 	100.000000000	% 	 	$	247,500,000.00	  	 	 	100.000000000	% 









																									
	Huron Consulting Group Inc.	  	 	 	  	Schedule 2.01	 	 	 	 	  	 	 
					
	Amendment No. 1	  	 	 	  	Schedule of Lenders and Commitments	 	 	 	 	  	 	 
				
	 	  	Before Giving Effect to	 	 	Changes in Term Loans	 	 	After Giving Effect to	 
	 	  	the Amendment	 	 	Pursuant to the Amendment	 	 	the Amendment	 
	 Lenders
	  	Term Loan	 	  	Percent	 	 	Term Loan	 	 	Percent	 	 	Term Loan	 	  	Percent	 
	 Bank of America, N.A.
	  	$	35,742,857.12	  	  	 	19.857142847	% 	 	$	(1,992,857.12	) 	 	 	-8.857142773	% 	 	$	33,750,000.00	  	  	 	16.666666667	% 
	 JPMorgan Chase Bank, N.A.
	  	 	33,428,571.43	  	  	 	18.571428573	% 	 	 	(4,178,571.43	) 	 	 	-18.571428587	% 	 	 	29,250,000.00	  	  	 	14.444444444	% 
	 KeyBank National Association
	  	 	17,228,571.43	  	  	 	9.571428573	% 	 	 	771,428.57	  	 	 	3.428571413	% 	 	 	18,000,000.00	  	  	 	8.888888889	% 
	 PNC Bank, National Association
	  	 	17,228,571.43	  	  	 	9.571428573	% 	 	 	771,428.57	  	 	 	3.428571413	% 	 	 	18,000,000.00	  	  	 	8.888888889	% 
	 BMO Harris Bank N.A.
	  	 	17,228,571.43	  	  	 	9.571428573	% 	 	 	(1,478,571.43	) 	 	 	-6.571428587	% 	 	 	15,750,000.00	  	  	 	7.777777778	% 
	 Fifth Third Bank
	  	 	15,428,571.43	  	  	 	8.571428573	% 	 	 	321,428.57	  	 	 	1.428571413	% 	 	 	15,750,000.00	  	  	 	7.777777778	% 
	 RBS Citizens, N.A.
	  	 	10,285,714.28	  	  	 	5.714285713	% 	 	 	3,214,285.72	  	 	 	14.285714293	% 	 	 	13,500,000.00	  	  	 	6.666666667	% 
	 Compass Bank
	  				  				 	 	9,000,000.00	  	 	 	40.000000000	% 	 	 	9,000,000.00	  	  	 	4.444444444	% 
	 The Northern Trust Company
	  	 	10,285,714.28	  	  	 	5.714285713	% 	 	 	(1,285,714.28	) 	 	 	-5.714285707	% 	 	 	9,000,000.00	  	  	 	4.444444444	% 
	 Associated Bank, National Association
	  				  				 	 	6,750,000.00	  	 	 	30.000000000	% 	 	 	6,750,000.00	  	  	 	3.333333333	% 
	 FirstMerit Bank, N.A.
	  	 	7,714,285.72	  	  	 	4.285714287	% 	 	 	(964,285.72	) 	 	 	-4.285714293	% 	 	 	6,750,000.00	  	  	 	3.333333333	% 
	 The Huntington National Bank
	  				  				 	 	6,750,000.00	  	 	 	30.000000000	% 	 	 	6,750,000.00	  	  	 	3.333333333	% 
	 The Private Bank and Trust Company
	  	 	7,714,285.72	  	  	 	4.285714287	% 	 	 	(964,285.72	) 	 	 	-4.285714293	% 	 	 	6,750,000.00	  	  	 	3.333333333	% 
	 U.S. Bank National Association
	  				  				 	 	6,750,000.00	  	 	 	30.000000000	% 	 	 	6,750,000.00	  	  	 	3.333333333	% 
	 Northbrook Bank & Trust Company
	  	 	7,714,285.72	  	  	 	4.285714287	% 	 	 	(964,285.72	) 	 	 	-4.285714293	% 	 	 	6,750,000.00	  	  	 	3.333333333	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	  	  
	  
	 
		  	$	180,000,000.00	  	  	 	100.000000000	% 	 	$	22,500,000.00	  	 	 	100.000000000	% 	 	$	202,500,000.00	  	  	 	100.000000000	% 








 Huron Consulting Group Inc. 
 Amendment No. 1 
 Schedule 2.07(c) 
 Schedule of Principal Amortization Payments for the Term Loan 
 After Giving Effect to Amendment
No. 1 
  

															
	 	  	 Payment Date
	  	Payment Amount	 	  	Percent	 	 	Term Loan
Balance	 
		  		  				  				 	$	202,500,000.00	  
	1	  	30-Sep-12	  	$	5,000,000.00	  	  	 	2.469135802	% 	 	 	197,500,000.00	  
	2	  	31-Dec-12	  	$	5,000,000.00	  	  	 	2.469135802	% 	 	 	192,500,000.00	  
	3	  	31-Mar-13	  	$	5,000,000.00	  	  	 	2.469135802	% 	 	 	187,500,000.00	  
	4	  	30-Jun-13	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	181,250,000.00	  
	5	  	30-Sep-13	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	175,000,000.00	  
	6	  	31-Dec-13	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	168,750,000.00	  
	7	  	31-Mar-14	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	162,500,000.00	  
	8	  	30-Jun-14	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	156,250,000.00	  
	9	  	30-Sep-14	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	150,000,000.00	  
	10	  	31-Dec-14	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	143,750,000.00	  
	11	  	31-Mar-15	  	$	6,250,000.00	  	  	 	3.086419753	% 	 	 	137,500,000.00	  
	12	  	30-Jun-15	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	130,000,000.00	  
	13	  	30-Sep-15	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	122,500,000.00	  
	14	  	31-Dec-15	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	115,000,000.00	  
	15	  	31-Mar-16	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	107,500,000.00	  
	16	  	30-Jun-16	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	100,000,000.00	  
	17	  	30-Sep-16	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	92,500,000.00	  
	18	  	31-Dec-16	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	85,000,000.00	  
	19	  	31-Mar-17	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	77,500,000.00	  
	20	  	30-Jun-17	  	$	7,500,000.00	  	  	 	3.703703704	% 	 	 	70,000,000.00	  
	21	  	Maturity Date*	  	$	70,000,000.00	  	  	 	34.567901235	% 	 	 	—  	  
		  		  	  
	  
	 	  	  
	  
	 	 			
		  		  	$	202,500,000.00	  	  	 	100.000000000	% 	 			

  

	*	August 31, 2017